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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:
-
- Development and rental of office space and shopping malls ("office and commercial") and
-
- 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.