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GTC - Globe Trade Centre S.A. Interim / Quarterly Report 2005

Jun 30, 2005

5627_10-q_2005-06-30_54f91c0e-3ce4-4a7a-bd50-3dcd7a3add3a.pdf

Interim / Quarterly Report

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GLOBE TRADE CENTRE S.A.

IFRS CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2005 AND 2004

Globe Trade Centre S.A. Condensed Consolidated Balance Sheets as of 30 June 2005, 2004 and 31 December 2004 (in thousands of US Dollars)

30 June 2005 30 June
2004
31 December
2004
ASSETS (unaudited) (unaudited;
restated)
(restated)
Non current assets
Investment property 552,435 409,464 442,951
Property, plant and equipment 139,651 93,113 179,138
Investment in associates 11 18,596 14,410 18,338
Investment in marketable securities 10 15,905 14,756 19,106
Deferred tax asset 6,129 288 2,332
Advances to contractors 10,500 3,345 9,439
Other non-current assets 12 4,383 5,160 5,350
Current Assets 747,599 540,536 676,654
Inventory 23,314 23,839 23,551
Debtors 2,530 2,075 2,817
Accrued income 13 6,180 3,826 1,715
VAT and other tax recoverable 10,664 8,211 13,028
Prepayments, deferred expenses and other debtors 2,804 1,655 1,687
Short-term deposits 11,157 32,865 11,651
Cash and cash equivalents 111,906 106,440 115,729
168,555 178,911 170,178
TOTAL ASSETS 916,154 719,447 846,832
EQUITY AND LIABILITIES
Capital attributable to equity holders of the parent
Share capital 15 5,632 5,601 5,602
Share premium 139,480 136,773 138,209
Capital reserve 1,231 1,231 1,231
Hedge reserve (1,978) - (1,719)
Net unrealized provision on investment in marketable securities (1,447) (2,874) 1,699
Foreign currency translation (7,961) 141 4,762
Accumulated profit 307,654
442,611
237,046
377,918
265,419
415,203
Minority Interest 7,624 5,271 11,131
Total Equity 450,235 383,189 426,334
Long-term Liabilities
Long-term portion of long-term loans 14 362,082 270,546 333,014
Deposits from tenants 2,990 1,963 2,790
Long term payable 3,805 - 6,992
Provisions 50 - 450
Provision for deferred tax liability 23,253 12,383 10,088
392,180 284,892 353,334
Current Liabilities
Trade and other payables
18,969 8,554 23,920
Credit line - 2,000 2,015
Current portion of long-term loans 14 30,797 32,040 22,135
Current portion of long term payable 3,287 - 673
VAT and other taxes payable 1,219 1,051 676
Accruals 7,779 4,372 11,834
Advances received 5,782 1,029 2,131
Deferred income 248 391 -
Derivatives 5,658 1,929 3,780
73,739 51,366 67,164
TOTAL EQUITY AND LIABILITIES 916,154 719,447 846,832

The accompanying notes are an integral part of these Condensed Consolidated Balance Sheets

Globe Trade Centre S.A. Condensed Consolidated Income Statements for the six-month period ended 30 June 2005, 2004 and year ended 31 December 2004 (in thousands of US Dollars)

Six-month period
ended 30 June
Three-month period
ended 30 June
Year ended
31 December
2005
(unaudited)
2004
(unaudited;
restated)
2005
(unaudited)
2004
(unaudited;
restated)
2004
(restated)
Note
Revenues from operations 7 45,529 26,667 24,145 14,286 56,367
Cost of operations 8 (17,198) (8,681) (5,495) (4,804) (21,069)
Gross margin from operations 28,331 17,986 18,650 9,482 35,298
Selling expenses (1,766) (580) (1,025) (388) (1,838)
Administration expenses (3,274) (2,390) (1,544) (1,604) (4,681)
Share based payment (1,172) (498) (485) (478) (1,899)
Profit from revaluation of investment
property
42,621 - - - 23,246
Other income/ (expenses) 295 (175) 222 (145) (596)
Profit from continuing operations before
tax and financial related
income / (expense)
65,035 14,343 15,818 6,867 49,530
Foreign currency gain/(loss), net (2,161) 1,432 (1,678) 1,329 5,062
Financial income/(expense), net (10,787) (7,687) (5,856) (5,405) (15,276)
Share of profit/ (losses) from associates (40) 409 (81) 409 1,456
Profit before taxation 52,047 8,497 8,203 3,200 40,772
Taxation (10,534) (1,018) (3,176) (70) 170
Profit for the period 41,513 7,479 5,027 3,130 40,942
Attributable to:
Equity holders
Minority interest
42,235
(722)
7,636
(157)
5,439
(412)
3,252
(122)
36,009
4,933
Basic earnings per share (USD)
Diluted earnings per share (USD)
16
16
2.27
2.23
0.38
0.37
0.30
0.29
0.23
0.22
1.98
1.94

The accompanying notes are an integral part of these Condensed Consolidated Income Statements

Globe Trade Centre S.A. Condensed Consolidated Statements of Changes in Equity for the six-month period ended 30 June 2005, 2004 and year ended 31 December 2004 (in thousand of US Dollars)

Issued and
paid in
share
capital
Share
premium
Capital
reserve
Foreign
currency
translation
Net unrealized
provision on
investment in
marketable
securities
Accumulated
profit
Minority
interest
Total
Balance as of 1 January 2004 4,362 33,543 1,231 474 - 229,545 697 269,852
Reclassification of loss from
investment in marketable
securities
- - - - (1,000) 1,000 - -
Reclassification due to
adoption of share base
payment (IFRS 2) [Note 3]
- 1,135 - - - (1,135) - -
Restated balance as of 1
January 2004
4,362 34,678 1,231 474 (1,000) 229,410 697 269,852
Issuance of shares 1,239 101,597 102,836
Currency translation
differences
- - - (333) - - (114) (447)
Share based payment - 498 - - - - - 498
Profit from investment in
marketable securities
- - - - (1,874) - - (1,874)
Acquisition of subsidiaries 4,845 4,845
Profit for the six-months
period ended 30 June 2004
(unaudited)
- - - - - 7,636 (157) 7,479
Balance as of 30 June 2004
(unaudited)
5,601 136,773 1,231 141 (2,874) 237,046 5,271 383,189
Issued and
Paid in Share
Capital
Share
Premium
Capital
reserve
Hedge
reserve
Foreign
currency
translation
Net unrealized
provision on
Investment in
Marketable
securities
Accumulated
Profit
Minority
interest
Total
Restated balance as of 1
January 2004
4,362 34,678 1,231 - 474 (1,000) 229,410 697 269,852
Issuance of shares 1,240 101,632 - - - - - - 102,872
Share based payment
Profit from investment in
- 1,899 - - - - - - 1,899
marketable security
Currency translation
- - - - - 2,699 - - 2,699
differences - - - - 4,288 - - 656 4,944
Acquisition of subsidiaries - - - - - - - 4,845 4,845
Hedge transactions - - - (1,719) - - - - (1,719)
Profit for the year ended
31 December 2004
- - - - - - 36,009 4,933 40,942
Restated Balance as of 31
December 2004
5,602 138,209 1,231 (1,719) 4,762 1,699 265,419 11,131 426,334
Issuance of shares 30 99 - - - - - - 129
Share base payment - 1,172 - - - - - - 1,172
Currency translation
differences
- - - - (12,723) - - (2,001) (14,724)
Net change in investment in
marketable securities
- - - - - (3,146) - - (3,146)
Acquisition of shares - - - - - - - (784) (784)
Hedge transactions
Profit for the six-months
period ended 30 June 2005
(unaudited)
-
-
-
-
-
-
(259)
-
-
-
-
-
-
42,235
-
(722)
(259)
41,513
Balance as of 30 June
2005 (unaudited)
5,632 139,480 1,231 (1,978) (7,961) (1,447) 307,654 7,624 450,235

The accompanying notes are an integral part of these Condensed Consolidated Statements of Changes in Equity

Globe Trade Centre S.A. Condensed Consolidated Cash Flow Statements for the six-month period ended 30 June 2005, 2004 and year ended 31 December 2004 (In thousands of US Dollars)

Six-month
period ended
30 June 2005
(unaudited)
Six-month
period ended
30 June 2004
(unaudited;
restated)
Year ended
31 December
2004
(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit from continuing operations
Adjustments for:
65,035 14,343 49,530
Revaluation of investment properties
Share based payment
(42,621)
1,172
-
498
(23,246)
1,899
Depreciation and amortization 168 288 493
Operating cash before working capital changes 23,754 15,129 28,676
Decrease/(increase) in debtors and prepayments and other current assets (4,700) 2,972 (625)
Decrease/(increase) in inventory (733) 1,366 2,279
Increase/(decrease) in provisions (400) - 450
Increase in advances received 3,571 - 1,739
Increase in other non-current assets (550) (93) (211)
Increase/(decrease) in short-term payables and accruals (20) 418 332
Cash generated from operations 20,922 19,792 32,640
Interest paid (10,021) (9,029) (18,596)
Interest received 1,358 1,602 4,187
Tax paid in the period (2,126) (329) (1,064)
Net cash from operating activities 10,133 12,036 17,167
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (61,593) (25,646) (77,979)
Sale of investment properties and fixed assets - 500 517
Lease origination expenses (833) (3,770) (4,400)
Purchase of shares in subsidiaries (684) 3,489 (773)
Loans granted (1,941) (155) (4,125)
Loans repayments - 1,457 3,680
Increase in short term deposits - - (581)
Decrease in short term deposits 662 255 23,092
Dividend received - - 193
Net cash used in investing activities (64,389) (23,870) (60,376)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of shares 129 85,785 85,785
Proceeds from the issuance of share capital to minority in subsidiary - - 5
Proceeds from long-term borrowings 76,976 16,698 107,966
Repayment of long-term borrowings (24,543) (26,961) (78,989)
Loans and shares origination cost (387) (3,662) (4,891)
Deposits received from tenants 200 166 994
Net cash from / (used) financing activities 52,375 72,026 110,870
Effect of foreign currency translation (1,942) (281) 1,539
Net increase in cash and cash equivalents (3,823) 59,911 69,200
Cash and cash equivalents, at the beginning of the year 115,729 46,529 46,529
Cash and cash equivalents, at the end of the period 111,906 106,440 115,729

1. Principal activities

Globe Trade Centre S.A. (the "Company", "GTC") was registered in Warsaw on December 19, 1996, having previously operated under the name of Globe Trade Centre Sp. z o.o. The Company's registered office is in Warsaw at 41 Domaniewska Street. The Company owns through subsidiaries and associates commercial and residential real estate companies in Poland, Hungary, Romania, Serbia and Montenegro (Serbia), Croatia and Czech Republic. The Company is developing, and leasing or selling space to commercial and individual tenants, through its directly and indirectly owned subsidiaries.

Globe Trade Centre S.A. is the parent company of the capital group Globe Trade Centre (the "Group").

The Group's business activities are:

  • a) Development and rental of office and retail space,
  • b) Development and sale of residential units.

As of 30 June 2005 the number of full time equivalent working in the Group companies was 77.

GTC is listed on the Warsaw Stock exchange.

The Company is a majority-owned subsidiary of GTC International B.V. ("GTC International") of the Netherlands that holds 50.69% of the Company's shares (see note 15).

2. Basis of presentation

The Company maintains its books of account in accordance with accounting principles and practices employed by enterprises in Poland as required by Polish accounting regulations. The accompanying condensed consolidated financial statements reflect certain adjustments not reflected in the Company's books to present these statements in accordance with standards issued by the International Accounting Standards Board, and the International Financial Reporting Interpretations Committee ("IFRIC"). These adjustments and their effect on earnings for the six-month periods ended 30 June 2005 and 2004 and net assets as of 30 June 2005 and 31 December 2004 are shown in note 18 to these condensed consolidated financial statements.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted pursuant to International Accounting Standard No. 34, "Interim Financial Reporting" (IAS 34).

2. Basis of presentation (continued)

The accompanying condensed consolidated balance sheet, condensed consolidated income statements, condensed consolidated statement of cash flows and condensed consolidated statement of changes in equity are unaudited but, in the opinion of the Company's Management, reflect all adjustments which are necessary for a fair statement of the Company's consolidated results of operations and cash flow for the interim period and the Company's financial position as of 30 June 2005. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year 2004. The interim financial results are not necessarily indicative of the full year results.

The interim condensed consolidated financial statements have been prepared on a historical cost basis, except for investment properties, land and buildings, derivative financial instruments, and available-for-sale financial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged (fair value hedge) are adjusted to record changes in the fair values attributable to the risks that are being hedged

Impairment of assets

The carrying value of assets is periodically reviewed by Management to determine whether impairment may exist. Based upon its most recent analysis, management believes that no material impairment of assets exists as of 30 June 2005.

3. Accounting polices

The Company applied to the condensed consolidated financial statements for the six-month period ended on 30 June 2005 all International Financial Reporting Standards (IFRS) effective for accounting periods beginning on or before 1 January 2005.

Effective 1 January 2005, the change in the Polish Accounting Act requires the Group to prepare its consolidated financial statement in accordance with IFRS that have been adopted by European Union ("EU"). At this particular time, due to the endorsement process of the EU, and activities of the Company, there is no differences in the policies applied by the Company between IFRS and IFRS that have been endorsed by the Commission of the European Communities.

The interim condensed consolidated financial statements have been prepared in accordance with IFRS and all applicable IFRS that have been adopted by the EU.

The Company followed the same accounting policies and methods of computation in these condensed consolidated financial statements as compared with the consolidated financial statements for the year 2004. There have been no changes in International Financial Reporting Standards for the year beginning 1 January 2005, except the followings:

In December 2003, the IASB revised 13 existing International Accounting Standards. The new revised standards is applied for annual periods beginning on or after 1 January 2005.

In February 2004, the IASB issued IFRS 2 "Share-based Payment" ("IFRS 2"). The new standard is applied for annual periods beginning on or after 1 January 2005 and applied retrospectively to issues after November 2002 and not vested as at 1 January 2004.

In March 2004, the IASB issued IFRS 4 "Insurance Contracts" ("IFRS 4"). The new standard is applied for annual periods beginning on or after 1 January 2005. The new standard issued will have no impact on the accounting policies used by the Group.

3. Accounting polices (continued)

In March 2004, the IASB issued IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" ("IFRS 5"). The new standard should be applied for annual periods beginning on or after 1 January 2005. The new standard issued will have no impact on the accounting policies used by the Group as presently it does not relate to the Company.

Purchase of shares of minority

If the Company increase/decrease its share in the net assets of its controlled subsidiaries, the appropriate share of the net assets is transferred from the minority interest to the proper component of the equity attributable to equity holders of the parent.

Restatement of comparable periods

The Company applied to the condensed consolidated financial statements for the six-month period ended on 30 June 2005 all International Financial Reporting Standards effective for accounting periods beginning on or before 1 January 2005. In particular, the Company adopted each of the following new standards and applied them retrospectively:

IAS 39 "Financial instruments"

According to the revised IAS 39 the investment in available for sale financial asset is presented at fair value. A recognised gain or loss arising from a change in the fair value of such asset is recognised directly in equity.

This presentation differs from the previous presentation, which the Company used till 31 December 2004.

Under previous IAS 39, the Company used to recognise gain or loss arising from a change in the fair value of a financial asset in the net profit or loss for the period.

IFRS 2 "Share-based Payment"

A share-based payment is a transaction in which the entity receives or acquires goods or services as consideration for its equity instruments. The Company applied IFRS 2 in relation to series F, B and B1 shares.

The issuance of shares or rights to shares requires an increase in a component of equity. IFRS 2 requires the offsetting debit entry to be expensed when the payment for goods or services does not represent an asset.

3. Accounting polices (continued)

Restatement of comparable periods (continued)

The total expense related to equity-settled share-based payments will equal the multiple of the total fair value of instruments that vest at the grant-date.

Impact on profit and loss and equity statements comprises the following:

30 June 2004 –
reported
30 June 2004 –
restated
Difference
Selected items from profit and loss statement
Share based payment - (498) (498)
Loss from marketable securities (2,305) - 2,305
Tax expenses (587) (1,018) (431)
Profit for the period 6,103 7,479 1,376
Selected items from equity statement
Share premium 135,140 136,773 1,633
Net unrealized provision on investment in marketable
securities - (2,874) (2,874)
Accumulated profit 235,805 237,046 1,241
Total equity 383,189 383,189 -
31 December 2004 –
reported
31 December 2004 –
restated
Difference
Selected items from profit and loss statement
Share based payment
Profit from marketable securities - (1,899) (1,899)
Tax expenses 2,045
824
-
170
(2,045)
(654)
Profit for the year 45,540 40,942 (4,598)
Selected items from equity statement
Share premium 135,175 138,209 3,034
Net unrealized provision on investment in marketable
securities - 1,699 1,699
Accumulated profit
Total equity
270,152
426,334
265,419
426,334
(4,733)
-

4. Investment in Subsidiaries, Associates and Joint Ventures

Investment in Subsidiaries and Joint Ventures

The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and jointly controlled entity listed below together with direct and indirect ownership of these consolidated subsidiaries as at the end of each period:

Name Holding Company Country of 30 June 2005 ** 30 June 31 December
incorporation 2004** 2004 **
GTC Mars Sp. z o.o. ("GTC Mars") GTC S.A Poland 100% 100% 100%
GTC Galeria Sp. z o.o. ("GTC Galeria") GTC S.A Poland 100% 100% 100%
GTC Taurus Sp. z o.o. ("GTC Taurus") GTC S.A Poland 100% 100% 100%
GTC CH Galeria Sp. z o.o ("GTC CH Galeria") GTC Galeria Poland 100% 100% 100%
Darat Sp. z o.o. ("Darat") GTC S.A Poland 100% 100% 100%
GTC Konstancja Sp. z o.o. ("GTC Konstancja") GTC S.A Poland 100% 100% 100%
GTC Korona S.A ("GTC Korona") GTC S.A Poland 100% 100% 100%
Globis Poznań Sp. z o.o ("Globis Poznan") GTC S.A Poland 100% 75% 75%
GTC Alp Sp. z o.o (formerly "GTC Topaz"), (GTC Alp) GTC S.A Poland 100% 100% 100%
GTC Vega Sp. z o.o. ("GTC Vega") GTC S.A Poland 100% 100% 100%
GTC Aeropark Sp. z o.o. ("GTC Aeropark") GTC S.A Poland 100% 100% 100%
GTC Neptune Sp. z o.o. ("GTC Neptune") GTC S.A Poland 100% 100% 100%
Globis Wroclaw Sp. z o.o ("Globis Wroclaw") GTC S.A Poland 100% 75% 75%
GTC Galeria Kazimierz Sp. z o.o. (formerly GTC Mercury Sp.
z o.o.) ("GTC Galeria Kazimierz") GTC S.A Poland 100% 100% 100%
GTC Orion Sp. z o.o. ("GTC Orion") GTC S.A Poland 100% 100% 100%
GTC Satellite Sp. z o.o. ("GTC Satellite") (formerly GTC
Saturn Sp. z o.o.) GTC S.A Poland 100% 100% 100%
Rodamco CH1 Sp. z o.o. ("Rodamco CH1")* GTC CH Galeria Poland 50% 50% 50%
GTC Galaxy-Jupiter Sp. z o.o. ("GTC Galaxy-Jupiter") GTC S.A Poland 100% 100% 100%
GTC Hungary Real Estate Development Company Ltd. ("GTC Hungary
Hungary") GTC S.A 65.6% - 65.6%
Vaci Ut 81-85 Ltd. GTC Hungary Hungary 65.6% - 65.6%
Riverside Apartments Ltd. ("Riverside) GTC Hungary Hungary 65.6% - 65.6%
Vector-H Ltd. GTC Hungary Hungary 65.6% - 65.6%
Center Point I. Ltd. ("Center Point I') GTC Hungary Hungary 65.6% - 65.6%
Center Point II. Ltd. ("Center Point II') GTC Hungary Hungary 65.6% - 65.6%
River Loft Ltd. GTC Hungary Hungary 65.6% - 65.6%
GTC Real Estate Investments Romania B.V. ("GTC
Romania") GTC S.A Netherlands 54.4% - 54.4%
Complexul Multifunctional Victoria S.R.L Titulescu
Romania 54.4% - 54.4%
Investments B.V
Towers International Property S.R.L GTC Romania Romania 54.4% - 54.4%
International Hotel and Tourism S.R.L GTC Romania Romania 54.4% - 54.4%
International Shopping Centre S.R.L GTC Romania Romania 54.4% - 54.4%
Titulescu Investments B.V ("Titulescu") GTC Romania Romania 54.4% - 54.4%
GTC Real Estate Investments Serbia B.V. ("GTC Serbia") GTC S.A Netherlands 65.6% - 65.6%
GTC Business Park Doo GTC Serbia Serbia and 65.6% - 65.6%
Montenegro (Serbia)
GTC Commercial Centres Doo GTC Serbia Serbia and 65.6% - 65.6%
Montenegro (Serbia)
GTC International Development Doo GTC Serbia Serbia and 65.6% - 65.6%
Montenegro (Serbia)
GTC Real Estate Investments Croatia BV "(GTC Croatia") GTC S.A Netherlands 82.5% - 82.5%
Euro Structor d.o.o. GTC Croatia Croatia 57.8% - 57.8%
GTC Zagreb d.o.o. GTC Croatia Croatia 82.5% - 82.5%

* Proportionate consolidation

** Share of GTC

4. Investment in Subsidiaries, Associates and Joint Ventures

Investment in Associates

The Company has a 31.6% interest in the following associates:

Lighthouse Holdings Limited S.A. ("Lighthouse") Vokovice BCP Holding S.A. ("Vokovice") Holesovice Residential Holdings S.A. ("Holesovice")

The above associates hold 87.5% in companies which involve in real estate development in Czech Republic (see note 11).

5. Projects description

The Company is developing, and leasing or selling space to commercial and individual tenants, through its direct and indirect investments in subsidiaries and associates.

Current projects in different stages of development are described in the tables below:

Completed projects

Country Names of Building Total
rentable/saleable
space (sq.m)
Details
Poland Mokotow Business Park 107,200 Nine office buildings in Warsaw
Galeria Kazimierz 36,200 Shopping centre in Krakow
Galeria Mokotow 58,600 Shopping centre in Warsaw
Galileo office building 10,300 Office building in Krakow
Globis Poznan office building 13,000 Office building in Poznan
Konstancja Residential phases
1 (over 90% has been sold)
17,500 Residential project in Konstancin
Hungary Center Point Phase I 18,600 Office building in Budapest
Riverside 1 residential project
(over 90% has been sold)
33,500 Residential project in Budapest

5. Projects description (continues)

Projects under construction / to be constructed

Estimated Net
Rentable/Saleable
Country
Poland
Property space (sq.m) Details
Korona offices 23,000 Office buildings in Krakow
Kazimierz commercial 21,000 Commercial project in Krakow
Vega 18,500 Office building in Warsaw
Allianz building 11,800 Office building in Warsaw
Topaz 1 building 11,100 Office building in Warsaw
Topaz 2 building 18,000 Office building in Warsaw
Wrocław 12,300 Office building in Wroclaw
Czestochowa 49,800 Shopping center in Czestochowa
Konstancja Residential phase 2 15,800 Residential project in Konstancin
Konstancja Residential phases 3-4 32,000 Residential project in Konstancin
Sattelite office park 40,000 Commercial project in Warsaw
Konstancja Commercial 42,000 Commercial project in Konstancin
Aeropark (6 buildings) 51,000 Commercial project in Warsaw
Hungary Centre Point Phase II 23,000 Office building in Budapest
District 11 45,000 Residential project in Budapest
Riverloft – Residential 16,000 Residential project in Budapest
Riverloft – Commercial 5,800 Commercial project in Budapest
Czech Lighthouse- Office 27,000 Office buildings in Prague
Jarow 38,600 Residential project in Prague
Holesovice residential / office 41,000 Residential project in Prague
Vokovice (existing logistic center to
be converted into residential project) 23,000
Romania Galeria Bucharest 54,000 Shopping centre in Bucharest
Petricani 60,000 Residential project in Bucharest
Green Dream 19,500 Residential project in Bucharest
America House- Office 26,000 Office building in Bucharest
Serbia GTC House- Office 13,500 Office building in Belgrad
Block 19a 29,800 Residential project
Croatia Galeria Zagreb 33,600 Shopping and office centre in Zagreb

There is no seasonality in the business of the Group companies.

6. Events in the period

In February 2005, GTC Romania, through one of its subsidiaries, International Hotel and Tourism SRL, signed an agreement for the purchase of a land plot of 120,000 sq.m. in Bucharest, Romania for a total consideration of EUR 15.5 million. The land, located in a prime location in the northern part of Bucharest will be developed into a major shopping center, office and residential complex.

6. Events in the period (continued)

On 3 March 2005, the Company purchased from Orbis 2,000 shares in Globis Poznan and 25 shares in Globis Wrocław constituting 25% of their share capital. After the transaction the Company owns 100% of the share capital of Globis Poznan and Globis Wrocław.

On 16 March 2005, Galeria Kazimierz shopping centre was successfully completed and opened to public.

On 7 April 2005 the Regional Court in Warsaw updated the National Court Register entry concerning the share capital, which increased up to 19 964 841 PLN.

On 12 April 2005 FIC Globe B.V. has exercised the option to redeem/sell its shares in GTC Serbia, GTC Romania and GTC Hungary (see note 15):

The shares to be sold by FIC Globe to the respective shareholders of the subsidiaries constitute of:

  • 13.87% of the share capital in GTC Romania (out of which 8.4% would be purchased by the Company based on its current pro-rata holdings, if other shareholders would exercise their right);
  • 13.13% of the share capital of GTC Serbia and GTC Hungary (out of which 8.6% would be purchased by the Company based on its current pro-rata holdings, if other shareholders would exercise their right).

The Company negotiates with FIC Globe in order to agree the value of these subsidiaries and thus purchase the shares. GTC has the option to accept or reject the offer, depending on the value that will be concluded as described hereunder. If GTC considers the value to be too high it will reject the offer and then, all shareholders of such GTC subsidiary are obliged to offer their shares for sale in the subsidiary to a third party.

The loans granted by FIC Globe to those subsidiaries in the amount of \$ 5.2 million will be repaid.

On 9 May 2005 the Company executed with T.U. Allianz Polska Sp. z o.o. preliminary Sale of Shares Agreement of 43 511 shares of the company GTC Alp with the total nominal value of 21 755 500 PLN representing 100% of the share capital and votes on the Shareholders Meeting of GTC Alp.

The Preliminary Agreement shall provide for signing of the final agreement on the sale of Shares under conditions of (i) receipt of necessary permits and (ii) completion of Allianz building being build on the company's site on Domaniewska street but in any event no later than on 1st December 2005.

On 19 May 2005 GTC Poland signed a preliminary agreement for the acquisition of a land plot of 90,000 sq.m. in Czestochowa, Poland. GTC Poland intends to develop the land into a third generation shopping centre. The completion of the transaction is subject to certain conditions, as stipulated in the preliminary agreement.

7. Revenue from operations

Revenue from operations comprises the following:

Six-month
period ended
30 June 2005
(unaudited)
Six-month
period ended
30 June 2004
(unaudited;
restated)
Three-month
period ended
30 June 2005
(unaudited)
Three-month
period ended
30 June 2004
(unaudited;
restated)
Year ended
31 December
2004
(restated)
Office and
Commercial revenue
Residential revenue
31,713
13,816
23,973
2,694
17,295
6,850
12,259
2,027
49,542
6,825
45,529 26,667 24,145 14,286 56,367

The majority of revenue from operations is earned predominantly on the basis of amounts denominated in, directly linked to or indexed by reference to the US Dollar.

8. Cost of operations

Costs of operations comprise the following:

Six-month
period ended
30 June 2005
(unaudited)
Six-month
period ended
30 June 2004
(unaudited;
restated)
Three-month
period ended
30 June 2005
(unaudited)
Three-month
period ended
30 June 2004
(unaudited;
restated)
Year ended
31 December
2004
(restated)
Cost of office and
commercial operations
8,593 6,644 3,783 3,385 14,975
Residential costs 8,605
17,198
2,037
8,681
1,712
5,495
1,419
4,804
6,094
21,069

9. Segmental analysis

The Group's business activities can be categorised into two main segments:

    1. Development and rental of office space and shopping malls ("office and commercial") and
    1. Development and sale of houses and apartment units ("residential").

All the Group's activities and assets are located in Poland, Hungary, Romania, Serbia and Montenegro, Croatia and Czech Republic.

Segment analysis for the six-month periods ended 30 June 2005 and 30 June 2004 is presented below:

Poland Hungary Romania Serbia Croatia Consolidated
30 June
2005
30 June
2004
30 June
2005
30 June
2004
30 June
2005
30 June
2004
30 June
2005
30 June
2004
30 June
2005
30 June
2004
30 June
2005
30 June
2004
Office and
commercial
income
29,518 23,321 2,057 652 - - 84 - 54 - 31,713 23,973
Residential
income
12,731 1,095 1,085 1,599 - - - - - - 13,816 2,694
Total income 42,249 24,416 3,142 2,251 - - 84 - 54 - 45,529 26,667
Office and
commercial costs
8,141 6,496 407 148 - 45 - - - 8,593 6,644
Residential costs 7,585 980 1,020 1,057 - - - - - - 8,605 2,037
Total costs 15,726 7,476 1,427 1,205 - - 45 - - - 17,198 8,681
Office and
commercial result
21,377 16,825 1,650 504 - - 39 - 54 - 23,120 17,329
Residential result 5,146 115 65 542 - - - - - - 5,211 657
Total result 26,523 16,940 1,715 1,046 - - 39 - 54 - 28,331 17,986

Segment analysis for the three-month periods ended 30 June 2005 and 30 June 2004 is presented below:

Poland
Hungary
Romania
Serbia
Croatia
Consolidated
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
2005
2004
2005
2004
2005
2004
2005
2004
2005
2004
2005
2004
Office and
commercial
16,110
11,607
1,047
652
-
-
84
-
54
-
income
17,295
12,259
Residential
6,029
428
821
1,599
-
-
-
-
-
-
income
6,850
2,027
Total income
22,139
12,035
1,868
2,251
-
-
84
-
54
-
24,145
14,286
Office and
3,572
3,237
166
148
-
-
45
-
-
-
commercial costs
3,783
3,385
Residential costs
899
362
813
1,057
-
-
-
-
-
-
1,712
1,419
Total costs
4,471
3,599
979
1,205
-
-
45
-
-
-
5,495
4,804
Office and
12,538
8,370
881
504
-
-
39
-
54
-
commercial result
13,512
8,874
Residential result
5,130
8
542
-
-
-
-
-
-
66
5,138
608
Total result
17,668
8,436
889
1,046
-
-
39
-
54
-
18,650
9,482

10. Investment in marketable securities

On July 26, 2000 a consortium, of which the Company is a member, purchased from the Ministry of Treasury 35,37% stake in Orbis S.A. Apart from GTC, the consortium includes Accor and FIC Globe LLC (a shareholder of the Company at the transaction date). According to the agreement GTC purchased 2,303,853 shares (5% of the Orbis share capital).

The market value of an Orbis share as of 30 June 2005 is 6.9 USD (PLN 23.1) (USD 8.3 as of 31 December 2004 (PLN 24.8)).

The whole amount of the marketable securities relates to Orbis shares. Orbis shares constitute a long term investment classified according to IAS 39 as available for sale financial asset.

11. Investment in associates

The Company has a 31.6% interest in the following associates:

Lighthouse Holdings Limited S.A.

Vokovice BCP Holding S.A.

Holesovice Residential Holdings S.A.

The above associates are involved in the real estate development in Czech Republic.

The investment in associates comprises the following:

30 June 2005
(unaudited)
30 June 2004
(unaudited; restated)
31 December 2004
(restated)
Shares 6,308 6,305 6,305
Translation differences (131) 30 (41)
Equity profit 1,416 409 1,456
Loans receivable 11,003 7,666 10,618
Investment in associates 18,596 14,410 18,338

12. Other non-current assets

Included within other non-current assets are the following:

30 June 2005
(unaudited)
30 June 2004
(unaudited;
restated)
31 December 2004
(restated)
Lease origination costs 4,153 5,036 4,789
Tenants deferred incentive expenses
Deferred debt expenses (*)
230
-
-
124
-
561
4,383 5,160 5,350

(*)Expenses related to loan that has not been drawn-down.

13. Accrued income

Accrued income consists of the following:

30 June 2005
(unaudited)
30 June 2004
(unaudited;
restated)
31 December 2004
(restated)
Accrued rent - 1,432 -
Accrued financial income
Sale of residential units
-
5,386
90
1,589
-
450
Services and other 794 715 1,265
6,180 3,826 1,715

14. Long-term loans

Long-term loans comprise the following:

30 June
2005
(unaudited)
30 June
2004
(unaudited;
restated)
31 December
2004
(restated)
Loan from BPH Bank (GTC Mars) 117,634 124,408 120,884
Loan from Aareal Bank (Rodamco CH1) 53,543 55,872 54,645
Loan from BPH (GTC Taurus) 19,476 20,437 19,969
Loan from Aareal Bank (GTC Galeria Kazimierz) 81,282 13,975 39,222
Loan from WBK (Globis Poznan) 9,297 9,395 10,776
Loan from WBK (GTC Korona) 8,663 8,439 8,888
Loan from EUROHYPO (GTC Alp) 7,774 - 6,421
Loan from EUROHYPO (GTC Neptune) 1,479 - -
Loan from Orbis S.A (Globis Poznan) - 878 1,055
Loan from MKB (Centre Point I) 39,664 24,404 45,744
Loan from MKB (Centre Point II) 5,780 - -
Loan from MKB (Riverside) - 20,084 -
Loan from MKB (Riverloft) 3,377 - 3,961
Loans from GTC International (GTC) 8,491 16,711 17,629
Loan from EBRD and Raiffeisen Bank (GTC Serbia) 12,355 - 6,771
Loan from EBRD and Raiffeisen Bank (GTC Romania) 8,281 - -
Loan from OVAG (GTC Croatia) 4,897 - 5,428
Loans from minorities in subsidiaries 16,702 12,794 19,212
Deferred issuance debt expenses (5,816) (4,811) (5,456)
392,879 302,586 355,149

14. Long-term loans (continued)

Long-term loans have been separated into the current portion and the long-term portion as disclosed below:

30 June 2005
(unaudited)
30 June 2004
(unaudited;
restated)
31 December
2004
(restated)
Current portion of long term loans:
Loan from BPH Bank (GTC Mars) 6,500 7,100 6,500
Loan from Aareal Bank (Rodamco CH1) 2,450 2,450 2,450
Loan from BPH (GTC Taurus) 1,046 961 998
Loan from Aareal Bank (GTC Galeria Kazimierz) 3,284 667 2,251
Loan from WBK (Globis Poznan) 483 455 546
Loan from WBK (GTC Korona) 450 375 450
Loan from EUROHYPO (GTC Alp) 373 - -
Loan from EUROHYPO (GTC Neptune) 172
Loan from MKB (Centre Point I) 2,157 2,432
Loan from MKB (Riverside) - 20,084 -
Loan from EBRD and Raiffeisen Bank (GTC Serbia) 2,859 - 361
Loan from EBRD and Raiffeisen Bank (GTC Romania) 34
Loan from OVAG (GTC Croatia) 4,897
Loans from minorities in subsidiaries 6,168 - 6,233
Deferred Issuance debt expenses (76) (52) (86)
30,797 32,040 22,135
30 June 2005
(unaudited)
30 June 2004
(unaudited;
restated)
31 December
2004
(restated)
Long term portion of long term loans:
Loan from BPH Bank (GTC Mars) 111,134 117,308 114,384
Loan from Aareal Bank (Rodamco CH1) 51,093 53,422 52,195
Loan from BPH (GTC Taurus) 18,430 19,476 18,971
Loan from Aareal Bank (GTC Galeria Kazimierz) 77,998 13,308 36,971
Loan from WBK (Globis Poznan) 8,814 8,940 10,230
Loan from WBK (GTC Korona) 8,213 8,064 8,438
Loan from EUROHYPO (GTC Alp) 7,401 - 6,421
Loan from EUROHYPO (GTC Neptune)* 1,307 - -
Loan from Orbis S.A (Globis Poznan) 878 1,055
Loan from MKB (Centre Point I) 37,507 24,404 43,312
Loan from MKB (Centre Point II) 5,780 - -
Loan from MKB (Riverloft) 3,377 - 3,961
Loan from GTC International 8,491 16,711 17,629
Loan from EBRD and Raiffeisen Bank (GTC Serbia) 9,496 6,410
Loan from EBRD and Raiffeisen Bank (GTC Romania)* 8,247 -
Loan from OVAG (GTC Croatia) 5,428
Loans from minorities in subsidiaries 10,534 12,794 12,979
Deferred Issuance debt expenses (5,740) (4,759) (5,370)
362,082 270,546 333,014

*The loans conditions are described in the consolidated financial statement prepared under IFRS for the year ended 31 December 2004. The first draw-dawns of these loans were done in the period ended 30 June 2005.

15. Capital and Reserves

As at 30 June 2005 the shareholder structure is as follows:

Number of
Shares
Share
series
Total
Value
In PLN
Total
value
in USD
Percentage
13,928,621 A 13,928,621 4,151,730 73.8%
115,224 B 115,224 26,660 0.4%
23,544 B1 23,544 5,849 0.1%
835,654 C 835,654 183,824 3.3%
996,162 D 996,162 247,469 4.4%
3,968,915 E 3,968,915 985,968 17.5%
96,721 F (*) 96,721 30,422 0.5%
19,964,841 19,964,841 5,631,922 100.0%

The shareholders of the Company as of the day that the Shareholders Meeting was conducted (14 April 2005) were as follows:

Name Number of shares Percentage
GTC International B.V 10,119,378 50.69%
Adria B.V. 1,000,072 5.01%
ING Nationale Nederlanden 1,448,957 7.26%
Commercial Union 1,400,000 7.01%
Others 5,996,434 30.03%
Total 19,964,841 100.00%

(*) On 2 February 2004, the Extraordinary Shareholders' Meeting of the Company was held. The Extraordinary Shareholders' Meeting adopted resolutions regarding the increase of share capital.

As part of the increase, the shareholder's meeting resolved to issue of 446,385 conditional shares with the nominal value of 1 PLN per share (seria F), to be subscribed for in tranches, until 31 December 2007, by the Chairman of the Supervisory Board, Mr. Eli Alroy as an incentive plan.

15. Capital and Reserves (continued)

On 10 January 2005, 148,795 Subscription Warrants were issued which were subscribed for by Mr. Eli Alroy.

Each of the Subscription Warrants authorises to subscribe for 1 Series F Share of the Company at PLN 1 or at the PLN equivalent of USD 13.44.

On 18 January 2005 Mr Eli Alroy exercised 89,001 Subscription Warrants at a price of PLN 1, and on 19 January 2005 7,720 Subscription Warrants at a price of PLN 41.71. The remaining 52,074 Subscription Warrants will not be exercised due to the execution of the 89,001 Subscription Warrants at a price of 1 PLN.

As of 30 June 2005 and 31 December 2004 117,768 shares B and B1 were designated to Members of the Board, out of which 67,840 shares have been already free held by employees.

Put/Call option

FIC Globe has signed a Put/Call agreement with the shareholders of GTC Hungary, GTC Serbia and GTC Romania.

On 12 April 2005, FIC Globe exercised the option to redeem/sell its shares in those companies, and to repay the loans granted to those subsidiaries by FIC Globe. If the shareholders or the subsidiary fail to purchase or redeem the shares of FIC Globe and its affiliates, all shareholders of such GTC subsidiary are obliged to offer their shares for sale in the subsidiary to a third party.

The Company does not have estimations of the fair value of the options as at 30 June 2005 and therefore accounted for them at cost. The cost of the option was 0.

16. Earnings per share

Basic and diluted earnings per share were calculated as follows:

Six-month period ended 30 June Three-month period ended 30 June Year ended
2005
(unaudited)
2004
(unaudited)
2005
(unaudited)
2004
(unaudited)
31 December
2004
Net profit after tax (USD) 41,513,000 6,260,000 5,439,000 4,142,000 36,909,000
Weighted average number
of shares for calculating
basic earnings per share
18,319,402 16,588,308 18,324,746 18,278,340 18,228,025
Basic earnings per share
(USD)
2.27 0.38 0.30 0.23 1.98
Weighted average number
of shares for calculating
diluted earnings per share
18,625,213 16,741,214 18,622,336 18,582,470 18,527,654
Diluted earnings per share
(USD)
2.23 0.37 0.29 0.22 1.94
Six-month period ended 30
June
Three-month period ended 30
June
Year ended
31
December
2005 2004 2005 2004 2004
(unaudited) (unaudited;
restated)
(unaudited) (unaudited;
restated)
(restated)
Weighted
average
number of shares for
calculating
basic
earnings per share
18,319,402 16,588,308 18,324,746 18,278,340 18,228,025
Number
of
share
options (seria F ) which
were not converted
Part of the period
297,590
1.00
446,385
1.00
297,590
1.00
446,385
1.00
446,385
0.67
Dilution effect 297,590 446,385 297,590 446,385 299,628
Number
of
share
options (seria F) which
were converted
148,795 (*) - - - -
Part of the period 0.055 - - -
Dilution effect 8,221 - - - -
Weighted
average
number of shares for
calculating
diluted
earnings per share
18,625,213 16,741,214 18,622,336 18,582,470 18,527,654

(*) See note 15

17. Proportionate consolidation

The Company proportionally consolidated assets and liabilities of Rodamco CH1.

The Company's interest in Rodamco CH1 comprises the following:

30 June 2005
(unaudited)
30 June 2004
(unaudited;
restated)
31 December 2004
(restated)
Cash 2,106 2,059 3,583
Blocked deposits 760 494 788
Non current assets 100,106 90,618 100,109
Current assets (other than cash and blocked
deposits)
408 338 375
Long term liabilities (55,437) (55,589) (56,698)
Current liabilities (3,311) (3,000) (3,129)
Net Assets 44,632 34,920 45,028

(*) Total share in income of Rodamco CH1 for the six months period ended 30 June 2005 and 2004 was income of USD 14.2 and 6.9 million, and total share in expenses was USD 8.7 and 4.6 million respectively.

18. Supplementary information to the financial statements

Set out below is a reconciliation of the results of operations between Polish statutory accounting regulations (expressed in Polish zloty and translated into US Dollars at period average exchange rate) and International Financial Reporting Standards.

Six-month period ended
Six-month period ended
30 June 2005
30 June 2004
(unaudited) (unaudited; restated)
thousand thousand
PLN PLN
Profit/(Loss) for the period under Polish accounting
regulations in thousands of Polish zloty 22,076 3,482
thousand thousand
USD USD
Profit/(Loss) for the period under Polish accounting
regulations translated to US Dollars at average rate for
the period 6,955 912
Adjustments to IFRS translated to US Dollars at
average rate for the period:
Revaluation of investment property 42,621 -
Interest capitalised (1,374) 129
Investment in marketable securities 3,202 2,637
Contract margin recognition - 41
Depreciation and amortisation charge 49 25
Deferred tax (13,204) (4,631)
Effect of translation differences (*) 3,986 5,271
Profit for the period under International Financial
Reporting Standards in US Dollars 42,235 4,384

(*) Effect of translation differences includes the effect of profit for the period under Polish accounting principles being translated into US Dollars at the average rate and the effect of the use of a different reporting currency under IFRS.

18. Supplementary information to the financial statements (continued)

Set out below is a reconciliation of the net assets between Polish statutory accounting regulations (expressed in Polish zloty and translated into US Dollars at period end exchange rate) and International Financial Reporting Standards.

As of 30 June As of 31 December
2005 2004
(unaudited) (restated)
thousand Thousand
PLN PLN
Net assets at the end of the year under Polish
accounting regulations in thousand of Polish zloty 1,455,738 1,219,616
thousand Thousand
USD USD
Net assets as at the end of the year under Polish
accounting regulations translated to US Dollars at rate
for the year end 435,055 407,844
Adjustments to IFRS translated to US Dollars:
Interest capitalised 6,858 8,232
Deferred tax 14,678 19,566
Minority 7,624 11,131
Costs capitalised 821 821
Depreciation and amortisation charge (248) (297)
Effect of translation differences (*) (14,553) (20,963)
Net assets at the end of the year under International
Financial Reporting Standards
450,235 426,334

(*) Includes the effect of foreign translation differences on equity due to different reporting currency.

19. Selected financial information translated into Euro

According to the statutory reporting requirements selected financial information of the company that were translated into Euro comprises the following:

in thousand
Euro
30 June 2005 30 June 2004 31 December
2004
(unaudited) (unaudited; restated) (restated)
Revenues from operations 35,417 21,728 45,426
Gross margin from operations 22,039 14,655 28,446
Profit from continuing operations before tax and
finance costs 50,591 11,687 39,916
Profit for the period 32,293 6,094 32,995
Assets 1,247,748 1,184,466 934,684
Liabilities 874,852 868,356 622,122
Total equity 372,896 316,110 312,562
Current assets 139,602 147,592 124,764
Current liabilities 61,073 42,374 49,240

The NBP USD/Euro rates used for translation the above information, were as follows:

30 June 2005 30 June 2004 31 December 2004
Average rate for the period 1.29 1.23 1.24
Rate at the end of period 1.21 1.21 1.36

20. Subsequent events

On 21 July 2005, Euroconstructor D O.O a 57.8 % subsidiary of GTC Croatia, a 82.5 % subsidiary of the Company signed the a loan agreement with Magyar Kulkereskedelmi Bank RT. ("MKB") as facility agent and lender and with Zagrabecka Bank as a lender and paying agent.

The loan will finance the construction of the shopping center and office area in Zagreb and refinance the existing loan.

The total amount of the loan is Euro 48 million. The facility is granted in 3 transhes. The annual interest will be related to Euribor 3 months increased by the bank's margin.

The final repayment of the facility shall take place not later than on 30 September 2022.

In July 2005, International Shopping Center SRL subsidiary of GTC Romania, signed a sale and purchase agreement for the purchase of 10,500 sq.m. of land in Bucharest, Romania. According to the agreement the land will be used for a residential project. The land will be purchased in three phases. The total purchase price for the land amounts to approximately EUR 7 million, which will be paid in instalments.

21. Other

The financial statements were authorised for issue by the Management Board on 8 August 2005.