TIDMATLS
Atlas Estates Limited ("Atlas" or the "Company" or the "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2010
16 August 2010
Atlas Estates Limited, the Central and Eastern European ("CEE") property
investment and development company, today reports interim results for the six
months ended 30 June 2010.
The interim condensed consolidated and non-consolidated financial statements
for the six months ended 30 June 2010 is available on the Company's website at
www.atlasestates.com.
Financial summary
* Revenue increased to EUR59.4 million (30 June 2009: EUR24.7 million)
* Profit from operations of EUR0.7 million (30 June 2009: loss of EUR17.9
million)
* Profit from operations excluding the movement in value of investment
properties and provisions against inventories of EUR5.1 million (30 June
2009: EUR3.1 million)
* Currencies in the CEE region have continued to depreciate, resulting in an
unrealised foreign exchange loss of EUR2.8 million (2009: loss EUR9.8 million)
in the income statement and a gain of EUR2.7 million (2009: loss of EUR9.8
million) in reserves for the six months ended 30 June - unrealised foreign
exchange arises on monetary assets and liabilities denominated in foreign
currencies, for example bank loans, that are translated at the rates
prevailing on the balance sheet date
* Net Asset Value per share of EUR2.26 (31 December 2009: EUR2.42)
* Adjusted Net Asset Value per share of EUR2.91 (31 December 2009: EUR2.95)
* Bank loans at 30 June 2010 of EUR254 million (30 June 2009: EUR252 million)
* Ongoing renegotiation of borrowing facilities in difficult credit markets
Operational summary
* Warsaw construction activity on Platinum Towers and Capital Art Apartments
was finalised by end of 2009
* In Platinum Towers project 353 apartments were pre-sold in total and 193
apartments were handed over in the first half of 2010 with EUR1.4m profit
recognised
* In Capital Arts Stage 1 218 apartments were pre-sold in total and 5 were
handed over in the first half of 2010
* In Capital Arts Stage 2 201 Apartments were pre-sold in total and 114 were
handed over in the first half of 2010 with EUR2.9m profit recognised
* The Hilton Hotel occupancy is up from last year due to the recovery in
business travel, banqueting and conference activity.
Credit markets continue to suffer from tight liquidity and difficult lending
conditions across the CEE region, resulting in limited liquidity and limited
number of real estate transactions.
In general, all development, commercial leasing activity, and residential units
sales substantially slowed down and have yet to recover.
Andrew Fox, Chairman of Atlas Estates Limited commented as follows:
"These are difficult times for the economies in the CEE region and for the
banks, which have previously financed the growth in these markets. Hungary and
Romania, where we operate, have required IMF funding. Poland has shown the
strongest resilience in the region to the credit crisis. However property
values across the region have yet to recover and the real estate activity has
almost ground to a halt. Property values have stabilised but the commercial
activity and the development of new projects have not picked up."
For further information contact:
Atlas Management Company Limited Tel: +48 (22) 208 0701
Nahman Tsabar - Chief Executive Officer
Steven Senter - Chief Financial Officer
Fairfax IS PLC, London Tel: +44 (0) 20 7598 5368
David Floyd
Rachel Rees
ATLAS ESTATES LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
HALF YEAR 2010
Atlas Estates Limited
Martello Court
Admiral Park
St Peter Port
Guernsey
GY1 3HB
Company number: 44284
Contents
Page
3 Financial Highlights
4 Chairman's Statement
8 Property Manager's Report
18 Property Portfolio Information
19 Independent Review Report to the General Shareholders of Atlas Estates
Limited
21 Statement of Directors' Responsibilities
22 Interim Condensed Consolidated Financial Information
28 Selected Notes to the Interim Condensed Consolidated Financial Information
Financial Highlights
Selected Consolidated Financial Six months Year ended 31 Six months
Items ended December ended
30 June 2010 2009 30 June 2009
(unaudited) EUR'000 (unaudited)
EUR'000 EUR'000
Revenues 59,435 47,279 24,650
Gross profit 10,837 15,549 8,648
Decrease in value of investment (4,395) (35,558) (16,143)
properties
Impairment of asset held for sale - (5,930) -
Profit/ (loss) from operations 702 (47,132) (17,857)
Loss before tax (7,892) (57,023) (34,436)
Loss for the period (8,328) (49,218) (32,787)
Loss attributable to owners of (8,280) (48,677) (32,246)
the parent
Cash flow from operating 3,967 (10,424) (4,708)
activities
Cash flow from investing (371) 339 (231)
activities
Cash flow from financing (6,085) 12,212 5,962
activities
Net decrease in cash (2,676) (2,237) (3,572)
Non-current assets 280,015 280,558 290,392
Current assets 112,467 156,151 173,943
Assets classified as held for 27,377 26,591 -
sale
Total assets 419,859 463,300 464,335
Current liabilities (87,416) (211,942) (202,718)
Liabilities directly associated (20,144) (19,444) -
with assets classified as held
for sale
Non-current liabilities (205,862) (118,016) (139,031)
Total liabilities (313,422) (349,402) (341,749)
Net assets 106,437 113,898 122,586
Issued capital and reserves 106,064 113,166 121,854
attributable to owners of the
parent
Number of shares outstanding 46,852,014 46,852,014 46,852,014
Loss per share basic (eurocents) (17.67) (103.9) (68.83)
Basic net asset value per share 2.26 2.42 2.60
(EUR)
Adjusted net asset value (EUR'000) 136,357 138,360 157,118
(1)
Adjusted net asset value per 2.91 2.95 3.35
share (EUR)
(1) "Adjusted net asset value" includes valuation gains net of deferred tax on
development properties held in inventory and land held under operating lease,
but not recognised at fair value in the balance sheet.
Chairman's Statement
I am pleased to present the financial results for Atlas Estates Limited
("Atlas" or "the Company") and its subsidiary undertakings (together "the
Group") for the six months ended 30 June 2010. This period has been very
challenging for investors in property located in the Central and Eastern Europe
("CEE") region, due to the impact of the adverse global economic environment.
The major factors affecting the Group are a lack of access to capital, lack of
any meaningful recovery in property values and instability in the economies in
the CEE region. Long term development of the assets comprising the Company's
portfolio is dependent upon access to capital. The banks that previously
financed growth in the CEE region are seeking to reduce their exposure to the
CEE region, in response to falling property valuations and economic
instability. In particular they are seeking to reduce loans provided for the
acquisition of land for development. New business and the funding for new
construction is virtually non existent.
In this environment the Company's strategy has become defensive, focusing on
maintaining its relationships with its banks, tight costs control, selected
investments in capital expenditures and planning and ensuring projects are
completed on time and within budgets.
Atlas was subject to a takeover offer by Fragiolig Holdings Limited
("Fragiolig"), a wholly owned subsidiary of the Izaki Group during the second
quarter of 2010 (the `Offer'). The Izaki Group is an Israel-based real estate
development entity, which was a major shareholder in the Company at the time of
the offer and, together with RP Capital Group, own and manage Atlas Management
Company ("AMC"), the Company's appointed Property Manager.
The Offer was a mandatory cash offer to acquire 100% of the share capital of
the Company at a price of GBP0.90 (or 3.98 PLN) as required under Rule 9 of the
UK City Code on Takeovers and Mergers. On 16 April 2010 the terms of the Offer
were announced. The Offer was declared unconditional in all respects on 12 May
2010 and closed on 21 June 2010, at which time the Izaki Group, together with
its concert parties, controlled 93.59% of the issued share capital of the
Company.
During the Company's Annual General Meeting of shareholders held on 16 June
2010, the board of directors resigned and was replaced by the incumbent board
of directors (the "Board").
Half Year Reported Results
The Group's results for 2010 have been impacted by the difficult credit and
market conditions. The adjusted net asset value per share has declined from EUR
2.95 per share at 31 December 2009 to EUR2.91 per share.
Financing, Liquidity and Forecasts
The Group has refinanced loans attributable to several of its properties and is
negotiating on several others. Negotiations have been protracted, as a result
of the difficulties being faced by international banks and falling asset
values. It has also refinanced or extended some of its loans, as detailed below
in the notes to the interim condensed consolidated financial information.
As a direct result of its tighter control and the slight recovery in the Polish
market, the Group has reported a smaller loss before taxation for the six
months ended 30 June 2010 in comparison with last year interim condensed
consolidated financial information, and a not significant decrease in net asset
value as at 30 June 2010 compared with the valuations of end of 2009. The
Directors consider that the current outlook, while better than the 2009
position, especially in Poland, still presents operating and financing
challenges in terms of the markets in which the Group operates.
The Group's forecasts and projections have been prepared taking into account
the economic environment and its challenges and mitigating factors. These
forecasts incorporate managements' best estimate of future trading performance,
potential sales of properties and the future financing requirements of the
Group.
While there will always remain some inherent uncertainty within the
aforementioned cash flow forecasts, the directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. Accordingly they continue to
adopt the going concern basis in preparing the interim condensed consolidated
financial information for the six months ended 30 June 2010, as set out in note
1.
Investing Policy and Strategy
The Company actively invests in a portfolio of real estate assets across a
range of property types throughout CEE.
The Company targets countries within the CEE which possess attractive
investment fundamentals including political and economic stability, strong GDP
growth and low inflation. The Company may also make investments in countries
which attract increasing foreign direct investment from being part of, or from
being expected to join, the EU. The Company shall not invest in states of the
former USSR.
The Company makes investments both on its own and, where appropriate, with
joint venture partners in residential, industrial, retail, office and leisure
properties in order to create an appropriately balanced portfolio of
income-generating properties and development projects. There are no set
restrictions on either sector or geographical spread of investments within the
Company's stated investment region.
The Company may employ leverage to enhance returns on equity although the
extent of such leverage will vary on a property by property basis. Wherever
possible, the Directors intend to seek financing on non-recourse, asset by
asset basis. The Company has not set limits on its overall level of gearing,
however it is anticipated that the Company will employ a gearing ratio of up to
75% of the total value of its interest in income-generating properties within
its property portfolio.
The Company seeks to provide Shareholders with an attractive overall return
through a combination of income and long term appreciation of the Company's
assets.
The Board recognises that the current state of the credit markets and general
downturn in the CEE economies in which the Company invests have had a negative
effect on the overall value of the Group's portfolio, causing a decline in the
Company's net asset value per share. In order for the Company to achieve its
long term investing policy, the Board's short term investment strategy for 2010
is cash focused with new development activity in relation to parts of its
portfolio being selectively deferred but with current active projects
displaying good sales being progressed on time and on budget and being brought
to a conclusion to achieve intended returns. No dividends are expected to be
paid in the short term.
Disposal of interests in Slovakia and new loan in Hungary
Atlas announced on 3 November 2009 that it had signed an agreement for the sale
of its entire investment interests throughout Slovakia (the "Slovakia
Portfolio"), comprising 3 sites: one in Bratislava and two in Kosice, which
were held in a joint venture in which Atlas had a 50 per cent interest. The
Group is expected to realise EUR8 million in net proceeds from the sale of the
Slovakia Portfolio. The combined impact of ceasing to consolidate its share of
debt in the joint venture and the receipt of the cash consideration will reduce
the Group's overall debt by some EUR20.5 million pending any reinvestment of the
cash proceeds. The Board intends to utilise the net proceeds to fund the
development of the Group's remaining assets, with particular focus on the
assets located in Warsaw, Poland, where the Group has a strong presence and is
likely to realise value from development activity within the next two to three
years. This contrasts with the projects in Slovakia, which would have required
the investment of large amounts of capital with returns arising only in the
long term.
The disposal of Atlas' interests in Slovakia has two stages. The first stage
was completed in November 2009 and proceeds of EUR0.9 million were received
during 2009. The second stage was due for completion within 70 days of the
signing of the contract, when a further EUR7.1 million was due to be received. On
18 January 2010 the Company announced that due to delays by the purchaser in
obtaining a relevant consent from the loan provider to the joint venture, the
completion of the sale of investments in Slovakia did not take place by the due
date. The parties to the contract still wish to proceed with the sale and
purchase of the remainder of the portfolio. Recently, the financing bank
notified the Company of its approval of the transaction and a number of steps
have been taken to finalise the transaction as soon as practicable. We will
keep the market closely updated on the progress of this transaction.
On 25 January 2010 the Company announced that its Hungarian subsidiary Cap East
Kft, which owns the Metropol office building in Budapest, had signed a credit
facility for EUR3.1 million with FHB Kereskedelmi Bank Zft. This loan will be
utilised as working capital for operations and to fund the development of its
portfolio. This new loan is a significant achievement in very tight credit
conditions. It will provide increased liquidity and will enable the business to
increase investment in projects, which are realising value.
Amendment agreements with Erste Bank to the facility agreements for Millennium,
Ligetvaros, Solaris and Voluntari
On 24 February 2010 the Group companies Atlas Estates (Millennium) Sp. z. o.o,
Ligetvaros Kft, Atlas Solaris SRL and World Real Estate SRL signed an amendment
agreement with Erste Bank. This agreement created a cross collateralisation
arrangement between these four companies with respect to the loans provided by
Erste Bank. In return for this cross collateralisation the bank agreed to waive
any claims for any breaches of covenants which were in existence. A new
covenant of interest service coverage has been included, with a priority of
payments list, reduced margins on each loan and extension of maturity dates for
the two Romanian land loans to 31 December 2012. This agreement provides the
Group with major improvements in the loan terms on each of these four assets
and overcomes breaches of covenants on three of the loans. As a result of this,
loans of EUR88 million were reclassified in the current reporting period from
current liabilities to non-current liabilities due after one year.
Net Asset Value ("NAV") and Adjusted Net Asset Value ("adjusted NAV")
In the six months to 30 June 2010, NAV per share, as reported in the interim
condensed consolidated financial information that has been prepared in
accordance with International Financial Reporting Standards ("IFRS"), has
decreased by 7% to EUR2.26 per share from EUR2.42 at 31 December 2009. The adjusted
NAV per share, which includes valuation gains net of deferred tax on
development properties held in inventory and land held under operating lease,
but not recognised at fair value in the balance sheet, has decreased by 1% to EUR
2.91 per share from EUR2.95 at 31 December 2009.
An independent valuation of the entire property portfolio is carried out on a
semi-annual basis by King Sturge acting as independent experts. This assessed
the total value added during the financial period and is included in the basis
for the Property Manager's performance assessment and fee calculations.
The change in value of the development land holdings over their book cost
reflects the latent value within the project, which is over and above the book
cost. These land holdings are valued on a residual value and comparative basis.
Profit is taken upon completion of the project and when the risks and rewards
of ownership of an apartment or property are transferred to the client.
A key indicator of performance is the net asset value of the Group. The
following table sets out the impact on NAV per share of the revaluation of land
assets that cannot be reflected in the reported balance sheet due to accounting
standards.
Cost to Independent
valuation
Group as shown at
in the balance
sheet
at 30 June 30June Movement
2010 2010 in value
EUR'000 EUR'000 EUR'000
Development land assets and land 105,642 143,374 37,732
held under operating lease included
in total assets at cost to the
Group
Attributable to non-controlling (1,867) (2,190) (323)
interest partners
Companyshare of increase in 103,775 141,184 37,409
valuation of development landand
land held under operating lease
Deferred tax on increase in (7,115)
valuation of development land and
land held under operating lease at
local rates
Basic net asset value per balance 106,064
sheet
Adjusted net asset value 136,358
Number of ordinary shares in issue at 30 June 2010 46,852,014
Adjusted net asset value per share as at 30 June 2010 2.91
Adjusted net asset value per share as at 31 December 2009 2.95
Adjusted net asset value per share as at 30 June 2009 3.35
Further analysis of the Company's NAV is contained in the Property Manager's
review below.
Corporate Governance
Atlas ensures that the Group applies a robust corporate governance structure,
which is vital in the current economic conditions. This is important as there
is a clear link between high quality corporate governance and shareholder value
creation. The Group's annual financial statements for the year ended 31
December 2009 set out how Atlas applies the highest standards of corporate
governance.
Central and Eastern Europe
Since 2009 the world economy has begun to show signs of stabilisation, which
can also be seen in some of the CEE markets, mainly in Poland, which has
delivered one of the better performances of any country within the EU. However,
countries such as Hungary, Romania and Bulgaria are still struggling to emerge
from the crisis and it is pre-mature to judge whether their recovery will
indeed accelerate over the foreseeable future. On the background of the above,
the Company has relatively enjoyed its Polish exposure which accounts for the
majority of its assets and activities.
In the longer term the Company remains committed to its strategy of investment
in this region, as we believe that the markets will continue to offer growth
rates ahead of those to be offered in the more developed markets in Western
Europe. The Company has benefited in 2006 and 2007 from the growth in these
markets. It has experienced a limited reversal in these markets for the past
two years, but, as in any cyclical business, it is important investors and
management are able to take a longer term view. This will allow the Company to
benefit from the next positive stage in the property and economic cycle.
Risks and uncertainties
The Board and the Property Manager continually assess and monitor the key risks
of the business. The principal risks and uncertainties that could have a
material impact on the Group's performance for the rest of the financial year
2010 are summarised in the Property Manager's Report on pages 15 and 16 below.
Prospects
The Company intends to continue to invest resources and management attention in
its income producing assets in order to drive occupancy and improve cashflows.
With the recovery in Poland the Company is also focusing on driving its sales
activities in the two projects of Platinum Towers and Capital Arts Apartments,
which have picked up slightly over the last 6 months.
In the meantime, and in order to be in an optimal position once the markets
recover, the Company is taking actions to complete the detailed planning of
three residential development projects in Warsaw.
I would like to take the opportunity and thank to the previous board members,
Ms Shelagh Mason and Mr Michael Stockwell, and especially Mr Quentin Spicer, as
the chairman, for their significant contribution and leadership of Atlas since
its beginning and throughout the crisis over the last two years.
Andrew Fox
CHAIRMAN
16 August 2010
Property Manager's Report
In this report we present the financial and operating results for the six
months ended 30 June 2010. Atlas Management Company Limited ("AMC") is the
Property Manager appointed by the Company to manage Atlas' portfolio, provide
advice on new investment opportunities and implement the Company's investing
policy.
The CEE region still suffers from the effects of the global credit crunch. GDP
is in decline in most countries in the region. Hungary and Romania have
required financial assistance from the IMF. Short term prospects appear weak
and it is difficult to determine in what time frame these economies will
stabilise and return to growth. As a result of these uncertainties and adverse
conditions, management have taken measures to mitigate risks across the
portfolio. This has included reducing costs and staffing levels and putting on
hold high risk investment activity. We are working closely with our banks to
ensure that they are fully informed on developments in the portfolio. The
support of the banks is critical to the future prospects of the Group.
The credit and housing crisis began in 2007 and accelerated into a global
crisis in 2008 and 2009. This has led to significant asset price falls and a
de-leveraging cycle. Unprecedented interventions by governments have provided
short term relief, but economic uncertainty will continue until asset price
declines are stopped and financial stability and confidence returns. Management
have successfully controlled operations during these turbulent times. Key
development projects have been completed on time and to plan. The Group
completed two development projects during 2009 and is looking to hand over the
majority of the apartments in these projects during the reminder of 2010.
Markets and Key Properties
Valuations have been updated at 30 June 2010 by independent valuation experts
and these values have been included in the financial statements. Given the
turbulent markets and credit restrictions, the economies in which Atlas
operates have declined further in the first half of 2010. As a result, the
gross assets being attributable to the Company have decreased to EUR106 million
at 30 June 2010 from EUR113 million as at 31 December 2009, based upon the latest
independent valuation.
Poland
This is the major market of operation for the Group, with circa 75% of its
portfolio located in Poland. The Polish economy has been one of the most
resilient in Europe with GDP growth of 1.8% in 2009, and c. 3% forecast for
2010. This contrasts with the growth rates in previous years which were in
excess of 5%. There had been significant increases in property prices in
previous years. These were reversed in 2009, which showed significant drop in
assets values. So far, 2010 has shown a trend of stabilisation at the lower
level of valuations. With access to credit still restricted property prices
have yet to show any upwards movement.
Hilton Hotel, Warsaw
The Hilton Hotel in the Wola district of Warsaw is one of the Group's most
prestigious assets. Occupancy rates have recovered over the last six months,
and room rates have stabilised. For the Hilton this is reflected in occupancy
rates for the first six months of 2010 at 66% compared to 57% in 2009. The
hotel has also experienced an increase in banqueting and conference activity
during the period.
Platinum Towers
With its construction finished, a total of 353 apartments were pre-sold out of
396, and 219 apartments were already handed over. This residential development
alongside the Hilton Hotel provides a unique development in the city. It is
planned to build an office tower in the future, which will enhance the
attractiveness of this site. In the first half of 2010 EUR1.4 million profit was
recognised on the hand over of 193 apartments.
Capital Art Apartments
This is a significant development in the Wola district of Warsaw close to the
city centre. It is a three stage development which will release 739 apartments
in the city with parking and amenities, including retail facilities.
With both stage 1 and 2 completed, the Company has, to date, sold 218 out of
219 apartments in stage 1, with a further 201 out of 300 apartments in stage 2
having been pre-sold. This project is being developed in three stages. The
third stage is currently in advance planning stages. Total handover of
apartments in the first six months on 2010 reached 114 with EUR2.9 million profit
recognised in the accounts.
Other properties in Poland
The Group's portfolio also contains valuable land assets in Warsaw, for which
it is acquiring zoning and permits for further development. The land on the
Wola site alongside the Hilton and the Platinum Towers office development has
received approval to extend the proposed office building to 39 floors. This is
a significant milestone in the development options for this site.
The Group also owns two investment properties in Poland. The Millennium Plaza
in Warsaw has been affected by an adverse office rental market, but we see slow
increase in the interest of potential clients for its retail and office space.
The Sadowa office building in Gdansk has had no significant changes in
occupancy.
Hungary
In Hungary, the Group portfolio comprises seven properties, all of which are
located in Budapest. Five are income producing assets, including the Ikarus
Business Park. It is anticipated that some of these properties may be
redeveloped in the future. The Hungarian economy has suffered adversely from
the global credit crisis and lack of liquidity available for development
projects. As a result, Atlas has stopped development activity and, on its
income yielding assets, has experienced client losses and pricing pressures.
There has been a loss of key clients at the Ikarus Business Park as a result of
the economic pressures. These clients have included suppliers to the automotive
industry. The Group continues to actively market the vacant space in its
properties in difficult market conditions. Cost control measures have been
undertaken. The Atrium Homes development property is a two-stage development.
The construction of stage 1 has been put on hold due to current economic
conditions.
Romania
The Group's portfolio contains three properties in Romania, including the
Golden Tulip Hotel and two significant land banks. The Romanian economy is
forecast to decline further in 2010. This contrasts with the high levels of GDP
growth seen in recent years. IMF funding has been provided to support the
economy. As a result, property values have continued to fall in the first six
months due to a lack of liquidity, resulting from no transactions in the
market. In difficult trading conditions, occupancy rates at the Golden Tulip
have fallen to 50% in the first half of 2010 compared to 62% in the comparable
period of 2009. The Group has undertaken cost control measures to mitigate the
current loss of business at the hotel operation.
Bulgaria
The Group holds one rental property in Sofia. This office building has had no
significant changes in tenancies during the period.
Financial Review
With the credit crunch and economic downturn, financial control and tight
control of costs and spending have become vital and of even greater importance
to the business.
The continual monitoring of the territories, analysing the economics of the
region and the key measures of the sectors in which the Group operates are
vital to ensure that it does not become over exposed to, or reliant on, any one
particular area. AMC evaluates the risks and rewards associated with a
particular country, sector or asset class, in order to optimise the Company's
return on investment and therefore the return the Company is able to deliver to
shareholders over the longer term.
Portfolio valuation and valuation methods
An independent valuation of the entire property portfolio is carried out on a
semi-annual basis (June and December) by independent experts. The half year end
valuation process has been undertaken by external valuation experts, King
Sturge, an independent international real estate advisory company. The gross
market value of the property assets within the Company's portfolio, including
valuation gains on development properties held in inventory and land held under
lease but not recognised at fair value in the balance sheet, and including
non-controlling interest, was EUR441 million as at 30 June 2010. This compares to
the valuation at 31 December 2009 of EUR473 million and at 30 June 2009 of EUR510
million.
As at 30 June 2010, the Company held a portfolio of 21 properties comprising
ten investment properties of which eight are income yielding properties and two
are held for capital appreciation, two hotels and nine development properties.
* Investment properties were valued at EUR151 million at 30 June 2010,
excluding non-controlling interest, compared to EUR159 million at 31 December
2009 and EUR170 million at 30 June 2009.
* Hotel properties were valued at EUR104 million at 30 June 2010, excluding
non-controlling interest, compared to EUR104 million at 31 December 2009 and
EUR96 million at 30 June 2009.
* Development properties were valued at EUR154 million at 30 June 2010,
excluding non-controlling interest, compared to EUR179 million at 31 December
2009 and EUR206 million at 30 June 2009.
Loans
As at 30 June 2010, the Company's share of bank debt associated with the
portfolio of the Group was EUR254 million (31 December 2009: EUR260 million; 30
June 2009: EUR252 million). Loans and valuations for those periods in which
valuations were undertaken may be analysed as follows:
30 June 2010 31 December 2009
Loans Valuation Loan to Loans Valuation Loan to
Value Value
Ratio Ratio
EUR'000 EUR'000 EUR'000 EUR'000
Investment 116,669 151,412 77.1% 117,234 159,182 73.7%
property
Hotels 65,790 103,710 63.4% 66,727 104,050 64.1%
Development 37,513 79,700 47.1% 43,015 118,140 36.4%
property in
construction
Other 21,063 52,874 39.8% 20,774 38,649 53.7%
development
property
241,035 387,696 62.2% 247,750 420,021 59.0%
Liabilities 12,505 21,855 57.2% 12,240 21,855 56.0%
disclosed as
held for sale
Total 253,540 409,551 61.9% 259,990 441,876 58.8%
The valuations in the table above differ from the values included in the
consolidated balance sheet as at 30 June 2010 and 31 December 2009 due to the
treatment under IFRS of land held under operating leases and development
property.
Loans maturing within one year have decreased to EUR62.5 million at 30 June 2010
from EUR156.0 million at 31 December 2009 and EUR150.5 million at 30 June 2009. The
decrease has arisen from the reclassification of the loans to their original
maturity timing following the completion of the negotiations with the banks
resulting in waivers being given for the covenant breaches existing at 31
December 2009.
As per note 12, cash at bank and in hand amounted to EUR10.8 million at 30 June
2010 (31 December 2009: EUR13.3 million; 30 June 2009: EUR11.7 million). The
gearing ratio is 229%, based upon net debt as a percentage of equity
attributable to shareholders and is 70% based upon net debt as a percentage of
total capital (net debt plus equity attributable to equity holders). The ratios
were respectively 218% and 69% at 31 December 2009.
Debt financing
The Group has its principal facilities with Erste Bank, Investkredit Bank and
Raiffeisen Bank. The financial covenants within the Group's secured debt
facilities fall into two main categories: annual Loan to Value ("LTV") tests
and interest (and debt) service cover ratios ("ISCR" and "DSCR") based on
audited financial statements for each subsidiary. Management continue to have
detailed discussions with its senior debt providers.
As described in the Chairman's Statement on page 5, 4 companies signed a
cross-collateralisation agreement in February 2010 with Erste Bank on all four
of their loans. The terms of this amendment agreement to the four facilities
included a bank waiver with respect to all previous breaches of covenants or
default events under the facilities. New terms have been agreed, including a
priority of payments schedule, reduced margins for each loan and new maturity
dates. A new ISCR covenant will be measured across the combination of all four
assets. A new LTV covenant becomes effective on 1 January 2013. This is a
significant step forward for the Group as this agreement overcomes the breaches
of covenant and events of default on three properties and facilities.
The Company has also received a waiver from the lender for the LTV covenant
breach on Atlas House, Sofia and the loan was reclassified to its original
maturity. The Vajnory land loan which matured in March 2010 is being extended
for an additional 12 months to March 2011. Bank consent under this loan
agreement was required for the completion of the disposal of Atlas interests in
Slovakia, as set out in the Chairman's Statement.
The Group has successfully negotiated an extension of the land loan for the
Kokoszki plot in Gdansk to 29 July 2011.
Loans currently under review by the Group and its lenders include:
1. The land loans on Cybernetyki and Zielono. The Company has successfully
negotiated and agreed terms for the extension of these loans until the end of
September 2010 and December 2010 respectively. The Company is awaiting receipt
of final documentation from the banks.
2. Platinum Towers project. The loan attributable to this project is overdue,
however the Company has received an initial offer to extend the loan, the terms
of which are currently under negotiation with a view to finalise as soon as
practicable.
3. Volan project. The loan attributable to this project is overdue, however the
Company has received an extension offer from the bank which has yet to be
signed and concluded.
4. Felikon - this asset has breached its ICR and DSCR covenants, but currently
there are advanced negotiations on a re-structure of the loan to include a
holiday period from principal and interest payments in order to stabilise its
cash flow and occupancy.
Review of the Six Months Ended 30 June 2010 and Valuation of Assets
The financial analysis of the income statement set out below reflects the
monitoring of operational performance by segment as used by management.
Review of the six months ended 30 June 2010
Property Development Hotel Other Six Six
Rental Properties Operations months months
EUR' ended ended
EUR' EUR'millions EUR'millions millions
millions 30 June 30 June
2010 2009
EUR' EUR'
millions millions
Revenues 6.3 44.4 8.7 - 59.4 24.7
Cost of (2.8) (39.6) (6.2) - (48.6) (16.0)
operations
Gross profit 3.5 4.8 2.5 - 10.8 8.7
Administrative (0.6) (0.6) (1.6) (2.8) (5.6) (5.8)
expenses
Gross profit 2.9 4.2 0.9 (2.8) 5.2 2.9
less
administrative
expenses
Gross profit % 55.6% 10.8% 28.7% n/a 18.2% 35.2%
Gross profit 46.0% 9.5% 10.3% n/a 8.8% 11.7%
less
administrative
expenses %
Revenues
Total revenues for the six months ended 30 June 2010 were EUR59.4 million
compared to EUR24.7 million for the six months ended 30 June 2009. The Group's
principal revenue streams are property rental income, sales from its hotel
operations, and income from the sale of the residential apartments that the
Group develops. As the Group maintains a diversified portfolio of real estate
investments, seasonality or cyclicality of yielded income or results is also
highly diversified. The available portfolio of assets for lease, the systematic
execution and sale of residential projects and the geographical reach of the
Group's portfolio has, to a significant extent, resulted in stable levels of
income being earned.
Property Rental
30 June 30 June Total c Translation Operational
2010 2009 hange foreign change
exchange
EUR millions EUR millions 2010 v effect 2010 v 2009
2009
EUR millions EUR millions
EUR millions
Revenue 6.3 6.8 (0.5) 0.6 (1.1)
Cost of operations (2.8) (2.6) (0.2) (0.3) 0.1
Gross profit 3.5 4.2 (0.7) 0.3 (1.0)
Administrative (0.6) (0.4) (0.2) - (0.2)
expenses
Gross profit less 2.9 3.8 (0.9) 0.3 (1.2)
administrative
expenses
The revenue of the Group has been affected principally by the loss of tenants
and falling rental levels at its two largest properties the Millennium Plaza
and Ikarus Industrial Park.
Development Properties
30 June 30 June Total c Translation Operational
2010 2009 hange foreign change
exchange
EUR millions EUR millions 2010 v effect 2010 v 2009
2009
EUR millions EUR millions
EUR millions
Revenue 44.4 9.3 35.1 1.1 34.0
Cost of operations (39.6) (7.7) (31.9) (0.9) (31.0)
Gross profit 4.8 1.6 3.2 0.2 3.0
Administrative (0.6) (0.7) 0.1 (0.1) 0.2
expenses
Gross profit less 4.2 0.7 3.5 0.1 3.2
administrative
expenses
Sales are only recognised when apartments have been handed over to new owners
with the full price of the apartment received by the Group as a result. As a
result the economic risks and rewards were transferred to the new owner and in
accordance with the Group's accounting policy the revenue and associated costs
of these apartment sales are recognised in the income statement.
Apartment sales in developments in Warsaw
Capital Art Capital Art Platinum Towers
Apartments stage 1 Apartments stage 2
Total apartments for 219 300 396
sale
Pre sales of 218 201 353
apartments
Sales completions in 99 - -
2008
Sales completions in 107 - 26
2009
Sales completions in 5 114 193
2010
Total sales 211 114 219
completions
Pre sales in 2009 21 95 31
Pre sales in 2010 - 9 (6)
On stage 2 at Capital Art Apartments, for the six months ended 30 June 2010,
revenue of EUR14.9 million and gross profit of EUR2.9 million (2009: EURnil) have
been recognised on the sales of 114 apartments.
For Platinum Towers, for the six months ended 30 June 2010, of the 396
available apartments completed sales were represented by 193 apartments. This
resulted in sales of EUR27.7 million and a gross profit of EUR1.4 million being
recognised in the income statement.
Hotels
30 June 30 June Total c Translation Operational
2010 2009 hange foreign change
exchange
EUR millions EUR millions 2010 v 2009 effect 2010 v 2009
EUR millions EUR millions EUR millions
Revenue 8.7 8.5 0.2 0.9 (0.7)
Cost of operations (6.2) (5.7) (0.5) (0.6) 0.1
Gross profit 2.5 2.8 (0.3) 0.3 (0.6)
Administrative (1.6) (1.4) (0.2) (0.2) -
expenses
Gross profit less 0.9 1.4 (0.5) 0.1 (0.6)
administrative
expenses
The Hilton in Warsaw has seen an occupancy rate of 66% for the first six months
in 2010 compared to 57% in the first half of 2009.
Occupancy rates at the Golden Tulip Hotel in Bucharest, Romania were 50% for
the six months ended 30 June 2010 compared to 62% for the six months ended 30
June 2009.
Cost of operations
Cost of operations was EUR48.6 million in the six months ended 30 June 2010
compared to EUR16.0 million for the first six months of 2009. The increase is due
to the sales of apartments recognised in Platinum Towers and Capital Arts
Stage 2.
Foreign exchange
There have been significant fluctuations in exchange rates in the underlying
currencies in the countries in which the Group operates and owns assets. A
summary of exchange rates by country for average and closing rates against the
reporting currency as applied in the financial statements are set out below.
Polish Hungarian Romanian Slovakian Bulgarian
Zloty Forint Lei Crown Lev
Euro entry
Closing rates
30 June 2010 4.1458 286.46 4.3688 n/a 1.95583
31 December 4.1082 270.84 4.2282 n/a 1.95583
2009
% Change 0.9% 5.8% 3.3% n/a 0%
30 June 2009 4.4696 272.43 4.2067 n/a 1.95583
Average rates
Half year 2010 4.0006 271.50 4.1482 n/a 1.95583
Year 2009 4.3273 280.58 4.2373 n/a 1.95583
% Change (7.5)% (3.2)% 2.1% n/a 0%
Half year 2009 4.4678 290.25 4.2293 n/a 1.95583
Net Asset Value
The Group's property assets are categorised into three classes, when accounted
for in accordance with IFRS. The recognition of increases in value from each
category is subject to different treatment as follows:
* Yielding assets let to paying tenants - classed as investment properties
with valuation movements being recognised in the Income Statement;
* Property, plant and equipment operated by the Group to produce income, such
as the Hilton hotel or land held for development of yielding assets (PPE) -
revaluation movements are taken directly to reserves, net of deferred tax;
and
* Property developments, including the land on which they will be built -
held as inventory with no increase in value recognised in the financial
statements.
The Company sets out below the key measures relating to NAV per share. This
includes the NAV per share per the financial statements and the adjusted NAV
per share as defined at IPO and previously disclosed by the Company.
NAV NAV per share NAV NAV per share
30 June 2010 30 June 2010 31 December 31 December
2009 2009
EUR'millions EUR
EUR'millions EUR
Basic NAV 106.1 2.26 113.2 2.42
Development land 37.4 31.1
valuation increase not
recognized in
financial statements
Deferred tax (7.1) (5.9)
Adjusted NAV 136.4 2.91 138.4 2.95
Notes:
The number of shares in issue as at 30 June 2010 and at 31 December 2009 is
46,852,014.
Included in the income statement is a loss of EUR4.4 million (6 months ended 30
June 2009: EUR16.1 million) arising from the revaluation of the Group's
investment properties. The total revaluation reserve of EUR8.9 million (31
December 2009: EUR6.9 million) represents the revaluation of the Hilton Hotel,
net of tax.
The Property Manager's basic fee and performance fee are determined by the
adjusted NAV. For the six months to 30 June 2010 the basic fee payable to AMC
was EUR1.6 million (EUR2.1 million to 30 June 2009). No accrual has been made for
the performance fee because no reliable estimate can be made. This is because
the performance measures are determined at year end and are subject to material
changes resulting from the external valuations.
Ongoing activities
The Company's property portfolio is constantly reviewed to ensure it remains in
line with its stated strategy of creating a balanced portfolio that will
provide future capital growth over the longer term, the potential to add value
through active and innovative asset management programmes and the ability to
deliver strong development margins.
A key management objective is controlling and reducing construction costs and
schedules at its development projects, particularly in the light of global
variations in commodity prices and the increase of labour costs in the region.
Another key strategy that it continues to progress is the refinancing of the
portfolio, the securing of construction loans and the evaluation of various
fund raising opportunities.
Financial, operational and risk management
The management team continuously monitors the territories in which the Company
is invested, analysing the economics of the region and the key measures of the
sectors in which it operates to ensure that it maintains its strategy and does
not become over-exposed to, or reliant on, any one particular area. At the same
time, it evaluates the risks and rewards associated with a particular country,
or sector, in order to maximise return on investment and therefore the return
it can deliver to shareholders.
The Company has completed four years as a quoted company and is a dual-listed
entity in Warsaw and London. In continuing to fulfil its obligations to its
shareholders and the markets, together with maintaining its policy of maximum
disclosure and timely reporting, it is continually improving and developing its
financial management and operational infrastructure and capability. Experienced
operational teams are in place in each country, where there is significant
activity, otherwise a central operational team and investment committee monitor
and control investments and major operational matters. As such, the management
team continually reviews its operating structures to optimise the efficiency
and effectiveness of its network, which is particularly important given the
current environment.
We continue to enhance our internal control and reporting procedures and IT
systems in order to generate appropriate, timely management information for the
ongoing assessment of the Group's performance. There is in operation a
financial reporting system which provides the Group with the required reporting
framework, financial management and internal control.
Global economic conditions
The Board and AMC have closely monitored the effects that the current global
economic conditions have on the business and will continue to take steps to
mitigate, as far as possible, any adverse impact that may result for the
business.
Among the demonstrations of the economic uncertainty are the variations in
exchange rates of countries in the region. AMC has been advising the Board on a
regular basis with respect to financial performance and the effect of external
factors on the business.
Financing and liquidity
Management has experienced a change in the approach and requirements of lenders
for financing in the CEE region which has been reflected in the covenants that
are applied to facilities, such as a reduction of loan to value ratio,
increasing margins and an increase in levels of required pre-sales on
development projects. Negotiation and completion of financing agreements is
also taking longer than previously experienced. The management team see this as
a potential risk to the ongoing development of the Company and as a result are
devoting significant resource to the management of banking relationships and
the monitoring of risk in this area.
Cash is managed both at local and head office levels, ensuring that rent
collection is prompt, surplus cash is suitably invested or distributed to other
parts of the Group, as necessary, and balances are held in the appropriate
currency. The allocation of capital and investment decisions are reviewed and
approved by local operational management, the executive team, the central
finance and operational teams, by the investment committee of AMC and, finally,
by Atlas' Board. This approach provides the Company with a rigorous risk
management framework. Where possible, the Company will use debt facilities to
finance its projects, which the Company will look to secure at appropriate
times and when available, depending on the nature of the asset - yielding or
development.
As at 30 June 2010, the Company's share of bank debt associated with the
portfolio was EUR254 million, with cash at bank and in hand of EUR10.8 million. The
gearing ratio is 229%, based upon net debt as a percentage of issued capital
and reserves attributable to owners of the parent and is 70% based upon net
debt as a percentage of total capital (net debt plus issued capital and
reserves attributable to owners of the parent). Where possible, the Group
refinances properties where valuations have increased, thereby releasing equity
for further investment.
Currency and foreign exchange
Foreign exchange and interest rate exposures are continually monitored. Foreign
exchange risk is largely managed at a local level by matching the currency in
which income and expenses are transacted and also the currencies of the
underlying assets and liabilities.
Most of the income from the Company's investment properties is denominated in
Euros and our policy is to arrange debt to fund these assets in the same
currency. Where possible, the Company looks to match the currency of the flow
of income and outgoings. Some expenses are still incurred in local currency and
these are planned for in advance. Development of residential projects has
created receipts largely denominated in local currencies and funding facilities
are arranged accordingly. "Free cash" available for distribution within the
Company is identified and appropriate translation mechanisms put in place.
Conclusions and Prospects
AMC's key strategic objective is the maximisation of value for the Company's
shareholders, which it continues to work towards. Its teams are very
experienced in the active management of investment and development property and
provide the Company with a great deal of valuable local market knowledge and
expertise. Good progress has been made with the construction of two key
development projects in Warsaw, Platinum Towers and Capital Art Apartments and
pre-sales and sales completion activity has been very successful, underpinning
our confidence in the medium and long term market prospects.
The Company's key objectives in the current economic climate remain the
minimisation of financial risks, optimising cash retention and operational
effectiveness and enhancing the Group's liquidity, which will enable it to
progress its portfolio of developments. The Company has a portfolio of strong
underlying assets and a development pipeline that we believe will enable us to
continue to meet the ongoing demand for the quality and specification of the
space that Atlas delivers. In turn, we believe that this will position us to
preserve and, over the longer term, create value that we aim to deliver to
shareholders, once stability and more certain economic conditions return to the
markets, both within our target territories and across the global economy as a
whole.
Nahman Tsabar Steven Senter
Chief Executive Officer Chief Financial Officer
Atlas Management Company Limited Atlas Management Company Limited
16 August 2010
Property Portfolio Information
Location/Property
Description
Company's ownership
Poland
Hilton Hotel
First Hilton Hotel in Poland - a hotel with 314 luxury rooms, large
conferencing facilities, 4,500 square meters Holmes Place health club and spa
and casino and retail outlets. Location close to the central business district
in Wola area of Warsaw.
100%
Platinum Towers
396 apartments in two towers; the residential development has been completed in
the 3rd quarter of 2009 with two residential towers and a piazza. Location
close to the central business district in Wola area of Warsaw.
100%
Platinum Towers - offices
Land with zoning for an office scheme of class A office space planned over 40
floors.
100%
Properpol
Commercial area on the ground and first floors Platinum Towers with 1,842
square meters of gallery and 208 parking places almost fully let to tenants.
100%
Capital Art Apartments
739 apartment three stage development with Stage 1 completed in 4th quarter
2008 with 218 out of 219 apartments pre sold. Stage 2 with the construction of
300 apartments completed in 2009, out of which 201 were already pre-sold and
114 handed over. Stage 3 construction will follow. Location close to the
central business district in Wola area of Warsaw.
100%
Zielono
Land with zoning and building permit for 265 apartments. Construction will
commence with appropriate financing. Location in a residential area of Warsaw.
76%
Millennium Tower
32,700 square metres of modern accommodation in the central business district
of Warsaw with 6,100 square meters of retail and 26,600 square meters of office
space.
100%
Cybernetyki project
3,100 square metres plot of land zoned for 11,000 square metres and with
building permit for residential development. Construction will commence with
appropriate financing. Location in Mokotow district close to the central
business district of Warsaw.
50%
Sadowa project
6,550 square metres office building close to the city centre of Gdansk.
100%
Kokoszki, Gdansk
430,000 square metres plot in Gdansk with zoning for construction of 130,000
square metres of mixed use development, situated on the outskirts of Gdansk.
100%
Hungary
Ikarus Business Park
283,000 square metres plot with 110,000 square metres of built business space
and 70,000 of currently lettable, located in the 16th district, a suburban area
of Budapest
100%
Metropol Office Centre
7,600 square metres office building in the 13th district of central Budapest.
100%
Atrium Homes
Two phase development of 22,000 square meters of 456 apartments with 235
apartments in phase 1 with building permits, located in the 13th district in
central Budapest.
100%
Ligetvaros Centre
6,300 square metres of office/retail space with rights to build extra 6,400
square metres, located in the 7th district, a central district in Budapest.
100%
Varosliget Centre
12,000 square metres plot in the 7th district in central Budapest, with zoning
for a mixed use development of 31,000 gross square metres.
100%
Moszkva Square
1,000 square metres of office and retail space in the Buda district of the
city.
100%
Volan Project
20,640 square metres plot, zoning for 89,000 square metres mixed use scheme in
a central district of Budapest.
50%
Romania
Voluntari
99,116 square metres of land in three adjacent plots at the pre-zoning stage,
in the north eastern suburbs of the city, known as Pipera.
100%
Solaris Project
32,000 square metres plot for re-zoning to mixed-use development in a central
district of Bucharest.
100%
Golden Tulip Hotel
83 room hotel in the city centre of Bucharest.
100%
Bulgaria
The Atlas House
Office building in Sofia's city centre with 3,472 square metres of lettable
area spread over eight floors.
100%
Independent Review Report on the Interim Condensed Consolidated Financial
Statements for the six month period ended 30 June 2010
To the General Shareholders Meeting of Atlas Estates Limited
Introduction
We have been engaged to review the attached interim condensed consolidated and
non-consolidated financial statements of Atlas Estates Limited ("the Group")
where Atlas Estates Limited is the dominant entity ("the Company"), and is
located in Guernsey, which comprise:
* the interim consolidated income statement for the period from 1 January
2010 to 30 June 2010 with a net loss amounting to 8.3 million Euros,
* the interim consolidated balance sheet as of 30 June 2010 with total assets
amounting to 419.9 million Euros,
* the interim consolidated statement of changes in equity for the period from
1 January 2010 to 30 June 2010 with a net decrease of equity amounting to
7.5 million Euros,
* the interim consolidated cash flow statement for the period from 1 January
2010 to 30 June 2010 with a net cash outflow amounting to 2.7 million
Euros, and
* the interim non-consolidated income statement for the period from 1 January
2010 to 30 June 2010 with a net loss amounting to 1.1 million Euros,
* the interim non-consolidated balance sheet as of 30 June 2010 with total
assets amounting to 137.6 million Euros,
* the interim non-consolidated statement of changes in equity for the period
from 1 January 2010 to 30 June 2010 with a net decrease of equity amounting
to 1.1 million Euros,
* the interim non-consolidated cash flow statement for the period from 1
January 2010 to 30 June 2010 with a net cash outflow amounting to 2.5
million Euros, and
* the interim summary of significant accounting policies and other
explanatory notes
("the attached interim condensed consolidated financial information").
We have read the other information contained in the half-yearly financial
report and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set of financial
statements.
Directors' responsibilities
The true and fairness of the attached interim condensed consolidated and
non-consolidated financial statements are the responsibility of, and have been
approved by, the Company's Board of Directors ("the directors"). The directors
are responsible for preparing the half-yearly financial report in accordance
with the rules of the Warsaw Stock Exchange and rules of the London Stock
Exchange ("LSE") for companies trading securities on AIM ("AIM"), a market
operated by the LSE.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. The condensed set of financial statements
included in this half-yearly financial report has been prepared in accordance
with International Accounting Standard 34, "Interim Financial Reporting", as
adopted by the European Union.
Our Responsibility
Our responsibility is to issue a report on these interim condensed consolidated
and non-consolidated financial statements based on our review.
Our report has been prepared in accordance with the terms of our engagement to
assist the company in meeting the requirements of the rules of the Warsaw Stock
Exchange and the rules of the LSE for companies trading securities on the AIM
and for no other purpose. No person is entitled to rely on this report unless
such a person is a person entitled to rely upon this report by virtue of and
for the purpose of our terms of engagement or has been expressly authorised to
do so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other purpose and
we hereby expressly disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements 2410, "Review of Interim Financial Information performed by the
Independent Auditor of the Entity". A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the interim condensed consolidated and non-consolidated financial
statements in the half-yearly financial report for the six months ended 30 June
2010 are not prepared, in all material respects, in accordance with IAS 34 as
adopted by the European Union.
BDO LLP
Chartered Accountants and Registered Auditors
55 Baker Street, London, UK
16 August 2010
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127)
Statement of Directors' Responsibilities
The interim condensed consolidated and non-consolidated financial statements
have been prepared in accordance with the rules of the Warsaw Stock Exchange
and the rules of the London Stock Exchange for companies trading securities on
AIM and International Financial Reporting Standards (IFRS), as adopted by the
European Union (EU). The accounting policies applied are consistent with those
described in the Annual Report 2009 and, to the best of our knowledge, give a
true and fair view of the assets, liabilities, financial position and profit of
the Group.
The interim condensed consolidated and non-consolidated financial statements
include a fair review of the business and important events impacting it, as
well as a description of the principal risks and uncertainties of the business.
The interim condensed consolidated financial statements include a fair review
of the related party disclosure requirements.
The Directors confirm that as of 16 August 2010 the registered audit company
(BDO LLP) who performed the review of the consolidated and non-consolidated
interim condensed financial statements has been selected in compliance with the
provisions of the law and that this firm and the qualified auditors who
performed the review met the conditions to issue an impartial and independent
report from the review in accordance with the applicable provisions of national
law.
Andrew Fox
Chairman
Guy Indig
Director
Mark Chasey
Director
16 August 2010
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED INCOME STATEMENT
For the six months ended 30 June 2010
Six months Six months Six months Six months Note
ended ended ended ended
30 June 30 June 30 June 30 June
2010 2010 2009 2009
(unaudited) (unaudited) (unaudited) (unaudited)
EUR'000 EUR'000 EUR'000 EUR'000
Revenues 59,435 24,650 3
Cost of operations (48,598) (16,002) 4.1
Gross profit 10,837 8,648
Property manager fee (1,563) (2,068)
Central (1,841) (1,871)
administrative
expenses
Property related (2,207) (1,897)
expenses
Administrative (5,611) (5,836) 4.2
expenses
Other operating 331 449
income
Other operating (460) (4,975) 5
expenses
Decrease in value of (4,395) (16,143) 10
investment properties
Profit/ (loss) from 702 (17,857)
operations
Finance income 528 321
Finance costs (6,159) (6,717)
Finance costs - other (2,963) (10,183)
gains and (losses) -
foreign exchange
Profit/ (loss) before (7,892) (34,436)
taxation
Tax (expense)/ credit (436) 1,649 6
Lossfor the period (8,328) (32,787)
Attributable to:
Owners of the parent (8,280) (32,246)
Non-controlling (48) (541)
interests
(8,328) (32,787)
Loss per EUR0.01 (17.67) (68.83) 8
ordinary share -
basic (eurocents)
Loss per EUR0.01 (17.67) (68.83) 8
ordinary share -
diluted (eurocents)
All amounts relate to continuing operations.
The notes on pages 28 to 47 form part of this condensed consolidated financial
information.
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2010
Six months ended Six months ended
30 June 2010 30 June 2009
(unaudited) (unaudited)
EUR'000 EUR'000
LOSS FOR THE PERIOD (8,328) (32,787)
Other comprehensive income:
Revaluation of buildings (1,789) (10,553)
Deferred tax on revaluation of buildings 316 1,970
Exchange adjustments 2,698 (9,808)
Deferred tax on exchange adjustments (365) (93)
Other comprehensive income for the 860 (18,484)
period (net of tax)
TOTAL COMPREHENSIVE INCOME FOR THE (7,468) (51,271)
PERIOD
Total comprehensive income attributable
to:
Owners of the parent (7,420) (50,730)
Non-controlling interests (48) (541)
(7,468) (51,271)
The notes on pages 28 to 47 form part of this condensed consolidated financial
information.
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEET
As at 30 June 2010
30 June 31 December 30 June
2010 2009
2009
(unaudited) (audited) (unaudited)
EUR'000 EUR'000 EUR'000 Note
ASSETS
Non-current assets
Intangible assets 200 227 533
Land under operating lease - 12,956 13,166 15,264
prepayments
Property, plant and 95,018 95,525 89,091 9
equipment
Investment property 160,745 161,027 171,942 10
Other loans receivable 2,442 2,380 8,070
Deferred tax asset 8,654 8,233 5,492
280,015 280,558 290,392
Current assets
Inventories 94,055 138,720 155,937 11
Trade and other receivables 8,037 4,380 6,290
Cash and cash equivalents 10,375 13,051 11,716 12
112,467 156,151 173,943
Non current assets classified as 27,377 26,591 - 15
held for sale
TOTAL ASSETS 419,859 463,300 464,335
Current liabilities
Trade and other payables (24,633) (55,543) (51,524)
Bank loans (62,539) (156,031) (150,544) 14
Derivative financial (244) (368) (650)
instruments
(87,416) (211,942) (202,718)
Liabilities directly associated (20,144) (19,444) - 15
with assets classified as held
for sale
Non-current liabilities
Other payables (5,549) (5,308) (11,202)
Bank loans (178,516) (91,719) (101,150) 14
Derivative financial (1,647) (1,257) (2,474)
instruments
Deferred tax liabilities (20,150) (19,732) (24,205)
(205,862) (118,016) (139,031)
TOTAL LIABILITIES (313,422) (349,402) (341,749)
NET ASSETS 106,437 113,898 122,586
The notes on pages 28 to 47 form part of this consolidated financial
information.
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEET
As at 30 June 2010
EQUITY
Share capital account 6,268 6,268 6,268
Revaluation reserve 8,867 6,936 6,992
Other distributable reserve 194,817 194,817 194,817
Translation reserve (7,866) (6,795) (14,583)
Accumulated loss (96,022) (88,060) (71,640)
Issued capital and reserves 106,064 113,166 121,854
attributable to owners of the
parent
Non-controlling interests 373 732 732
TOTAL EQUITY 106,437 113,898 122,586
Basic net asset value per share EUR2.26 EUR2.42 EUR2.60
The notes on pages 28 to 47 form part of this consolidated financial
information. The condensed consolidated financial information on pages 22 to 47
were approved by the Board of Directors on 16 August 2010 and signed on its
behalf by:
Andrew Fox Guy Indig
Chairman Director
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2010
Six Months Ended Share Other Accumulated Total Non-controlling Total
30 June 2010 capital reserves loss interest equity
(unaudited) account
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January 6,268 194,958 (88,060) 113,166 732 113,898
2010
Total - 860 (8,280) (7,420) (48) (7,468)
comprehensive
income for the
period
Transfer of - - 311 311 (311) -
non-controlling
interest
Share based - - 7 7 - 7
payments
As at 30 June 20 6,268 195,818 (96,022) 106,064 373 106,437
10
Year Ended 31 Share Other Accumulated Total Non-controlling Total
December 2009 capital reserves loss interest equity
account
(audited)
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January 6,268 205,710 (39,412) 172,566 1,273 173,839
2009
Total - (10,752) (48,677) (59,429) (541) (59,970)
comprehensive
income for the
year
Share based - - 29 29 - 29
payments
As at 31 6,268 194,958 (88,060) 113,166 732 113,898
December 2009
Six Months Ended Share Other Accumulated Total Non-controlling Total
30 June 2009 capital reserves loss interest equity
(unaudited) account
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January 6,268 205,710 (39,412) 172,566 1,273 173,839
2009
Total - (18,484) (32,246) (50,730) (541) (51,271)
comprehensive
income for the
period
Share based - - 18 18 - 18
payments
As at 30 June 6,268 187,226 (71,640) 121,854 732 122,586
2009
The notes on pages 28 to 47 form part of this condensed consolidated financial
information.
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 June 2010
Six months Six months
ended ended
30 June 2010 30 June 2009
(unaudited) (unaudited)
Note EUR'000 EUR'000
Cash inflow generated from operations 13 8,712 447
Interest received 59 73
Interest paid (4,481) (4,998)
Tax paid (323) (230)
Net cash inflow/ (outflow) from operating 3,967 (4,708)
activities
Investing activities
Purchase of investment property (112) (129)
Purchase of property, plant and equipment (259) (117)
Proceeds from disposal of property, plant - 18
and equipment
Purchase of intangible assets - software - (3)
Net cash used in investing activities (371) (231)
Financing activities
New bank loans raised 5,170 8,811
Repayments of bank loans (11,625) (3,826)
New loans granted to JV partners (33) (380)
New loans received from non-controlling 403 1,357
investors
Net cash from / (used in) financing (6,085) 5,962
activities
Net increase / (decrease) in cash and (2,489) 1,023
cash equivalents in the period
Effect of foreign exchange rates (187) (4,595)
Net decrease in cash and cash equivalents (2,676) (3,572)
in the period
Cash and cash equivalents at the 13,051 15,288
beginning of the period
Cash and cash equivalent at the end of 10,375 11,716
the period
Cash and cash equivalents
Cash at bank and in hand 12 10,780 11,716
Cash assets classified as held for sale 15 (405) -
Bank overdrafts - -
10,375 11,716
The notes on pages 28 to 47 form part of this condensed consolidated financial
information.
1. Basis of preparation
This interim condensed consolidated and non-consolidated financial statements
for the six months ended 30 June 2010 have been prepared in accordance with
International Accounting Standard No. 34, "Interim Financial Reporting" ("IAS
34"). Interim financial statements do not contain all information and notes
included in annual financial statements; they should therefore be read in
conjunction with the audited consolidated financial statements, prepared under
IFRS, and notes thereto for the year ended 31 December 2009. The six month
financial results are not necessarily indicative of the full year results.
As described in the Chairman's Statement and the Property Manager's Report, the
current economic environment remains challenging and the Group has reported a
loss before taxation for the six months ended 30 June 2010 and a fall in net
asset value as at 30 June 2010. The directors consider that the outlook
presents significant challenges in terms of the markets in which the Group
operates, the effect of fluctuating exchange rates in the functional currencies
of the Group and the availability of bank financing for the Group.
As at 30 June 2010 the Group held land and building assets with a market value
of EUR410 million, compared to external debt of EUR254 million. Subject to the time
lag in realising the value in these assets in order to generate cash, this
"loan to value" ratio gives a strong indication of the Group's ability to
generate sufficient cash in order to meet its financial obligations as they
fall due. Land and building assets and associated debts are currently in
unique, specific, corporate vehicles. This being the case, any repossession by
the bank on default of loan terms would clear the outstanding debt and not
result in additional finance liabilities for the Company or for the Group.
There are also unencumbered assets which could potentially be leveraged to
raise additional finance.
For the first time the Group has entered into a cross collateralisation
agreement on four of its loans with one bank. This has been necessary due to
technical covenant breaches. As a result of the amendment agreement the bank
has agreed to a waiver of all prior covenant breaches and improved terms and
conditions for the Group.
In the preparation of this interim condensed consolidated financial information
for the six months ended 30 June 2010, the directors reclassified one loan for
the amount of EUR14.5 million within the financial statements as bank loans and
overdrafts due within one year or on demand, where a covenant breach arose.
Loans maturing within one year total EUR62.5 million at 30 June 2010 compared to
EUR156.0 million at 31 December 2009 and EUR150.5 million at 30 June 2009.
In assessing the going concern basis of preparation of the consolidated interim
financial information for the six months ended 30 June 2010, the directors have
taken into account the status of current negotiations on loans. These are
disclosed in note 14 as part of the bank loans note. The Company has also
continued to provide funds to service interest and capital repayments on these
loans on behalf of its subsidiary companies.
The Directors have also taken into account the disposal of the Group's
interests in Slovakia as announced on 3 November 2009. On completion of this
transaction, the combined impact of ceasing to consolidate its share of debt in
the joint venture and the receipt of the cash consideration will reduce the
Group's overall debt by some EUR20.5 million pending any reinvestment of the cash
proceeds.
Nevertheless, the directors are aware that the liquidity position of the
company has been and still continues to be tight. The company so far has been
successful in managing its cash position carefully and will continue to do so,
despite the various pressures. Managing this situation will require the company
to use its various pockets of liquidity within its portfolio of assets and at
the same time delicately manage its on going operations and relationships with
its lending banks.
One of the positive prospects for an improvement in the cash position of the
company is the expected repayment of the Capital Arts Project which is expected
by the end of 2010. From January 2011 this will allow the company to enjoy a
steady positive cashflow from every sale of apartment in this project.
The Group's forecasts have been prepared taking into account the economic
environment and its challenges and the mitigating factors referred to above.
These forecasts take into account reasonably possible changes in trading
performance, potential sales of properties and the future financing of the
Group. They show that the Group will have sufficient facilities for its ongoing
operations.
While there will always remain some inherent uncertainty within the
aforementioned cash flow forecasts, the directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. Accordingly they continue to
adopt the going
1. Basis of preparation (continued)
concern basis in preparing the interim condensed consolidated financial
information for the six months ended 30 June 2010.
2. Accounting policies
The accounting policies adopted and methods of computation are consistent with
those of the annual financial statements for the year ended 31 December 2009,
as described in the annual financial statements for the year ended 31 December
2009.
Certain new standards and interpretations have been published that are
mandatory for the Group's accounting periods beginning on or after 1 January
2010 and which the entity has not early adopted. None of these standards are
expected to have a significant impact on recognition or measurement of the
Group's assets or liabilities.
The following standards and interpretations, issued by the IASB or the
International Financial Reporting Interpretations Committee (IFRIC), are also
effective for the first time in the current financial year and have been
adopted by the Group with no significant impact on its consolidated results or
financial position for the current reporting period.
* IFRS 3 (Revised) - Business combinations (effective for accounting periods
beginning on or after 1 July 2009). IFRS 3 (Revised) has been endorsed for
use in the EU;
* IFRIC17 - Distributions of non-cash assets to owners (effective for
accounting periods beginning on or after 1 July 2009). IFRIC17 has been
endorsed for use in the EU;
* IFRIC 18 - Transfer of Assets from Customers (effective for transfers of
assets beginning on or after 1 July 2009). IFRIC18 has been endorsed for
use in the EU;
* Amendment to IFRS1 `Additional Exemptions for First-time Adopters'
(effective for accounting periods beginning on or after 1 January 2010).
This amendment has been endorsed for use in the EU.
* IAS39 (amended) - Financial Instruments: Recognition and Measurement:
Eligible Hedged Items (effective for accounting periods beginning on or
after 1 July 2009) IAS39 (amended) has been endorsed for use in the EU;
* IAS39 (amended) - Reclassification of financial assets: effective date and
transition (effective for accounting periods beginning on or after 1 July
2009). IAS39 (amended) has been endorsed for use in the EU;
* IAS39 (amended) and IFRIC 9 (amended) - Embedded Derivatives (effective for
accounting periods beginning on or after 30 June 2009). IAS39 (amended) has
been endorsed for use in the EU;
* IAS27 Consolidated and Separate Financial Statements (amended) (effective
for accounting periods beginning on or after 1 July 2009). This amendment
has been endorsed for use in the EU.
* The IASB2009 annual improvement project includes further minor amendments
to various accounting standards and is effective from various dates from 1
January 2010 onwards and has been endorsed for use in the EU.
The following standards and interpretations issued by the IASB or IFRIC have
not been adopted by the Group as these are not effective for the current year.
The Group is currently assessing the impact these standards and interpretations
will have on the presentation of its consolidated results in future periods.
* Revised IAS24 `Related Party Disclosures' (effective for accounting periods
beginning on or after 1 January 2011). This revision has been endorsed for
use in the EU. This revision will only impact disclosure and have no effect
on the net assets or result of the Group.
* Amendment to IAS32 `Classification of Rights Issues' (effective for
accounting periods beginning on or after 1 February 2010). This amendment
has been endorsed for use in the EU.
2. Accounting policies (continued)
* IFRIC19, `Extinguishing Financial Liabilities with Equity Instruments'
(effective for accounting periods beginning on or after 1 July 2010). This
interpretation has been endorsed for use in the EU.
* Amendment to IFRIC14, `Prepayments of a Minimum Funding Requirement'
(effective for accounting periods beginning on or after 1 January 2011).
This amendment has been endorsed for use in the EU.
* IFRS9 `Financial Instruments' (effective for accounting periods beginning
on or after 1 January 2013). This standard has not yet been endorsed for
use in the EU.
* IFRS1 (amended) `Limited exemption from Comparative IFRS7 Disclosures for
first time adopters' (effective for accounting periods beginning on or
after 1 July 2010). This amendment has been endorsed for use in the EU.
3. Business segments
For management purposes, the Group is currently organised into three operating
divisions - the ownership and management of investment property, the
development and sale of residential property and the ownership and operation of
hotels. These divisions are the basis on which the Group reports its primary
segment information. Segment information about these divisions is presented
below:
Six months ended 30 June Property Residential Hotel Other 2010
2010 rental operations
sales
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Revenues 6,359 44,388 8,686 2 59,435
Cost of operations (2,754) (39,612) (6,232) - (48,598)
Gross profit 3,605 4,776 2,454 2 10,837
Administrative expenses (694) (571) (1,549) (2,797) (5,611)
Gross profit less 2,911 4,205 905 (2,795) 5,226
administrative expenses
Other operating income 201 2 22 106 331
Other operating expenses (97) 157 (487) (33) (460)
Decrease in value of (4,395) - - - (4,395)
investment properties
(Loss) / profit from (1,380) 4,364 440 (2,722) 702
operations
Finance income 177 294 5 52 528
Finance cost (2,976) (2,259) (920) (4) (6,159)
Finance costs - other (1,843) (420) (630) (70) (2,963)
gains and (losses) -
foreign exchange
Segment result before tax (6,022) 1,979 (1,105) (2,744) (7,892)
Tax expense (436)
Lossfor the period as (8,328)
reported in the income
statement
Attributable to non- 48
controlling interests
Net loss attributable to (8,280)
owners of the parent
Reportable segment assets 169,597 129,934 110,108 - 409,639
Unallocated assets 10,220
Total assets 419,859
Reportable segment liabilities (129,657) 102,615) (78,065) - (310,337)
Unallocated liabilities (3,085)
Total liabilities (313,422)
Six months ended 30 June Property Residential Hotel Other 2010
2010 rental operations
sales
EUR'000 EUR'000 EUR'000 EUR'000 EUR
'000
Other segment items
Capital expenditure 135 4 232 - 371
Depreciation 30 46 1,376 - 1,452
Amortisation 2 - 19 - 21
3. Business segments - continued
Six months ended 30 June Property Residential Hotel Other 2009
2009 rental operations
sales
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Revenues 6,809 9,312 8,509 20 24,650
Cost of operations (2,628) (7,679) (5,692) (3) (16,002)
Gross profit) 4,181 1,633 2,817 17 8,648
Administrative expenses (431) (732) (1,434) (3,239) (5,836)
Gross profit less 3,750 901 1,383 (3,222) 2,812
administrative expense
Other operating income 138 119 155 37 449
Other operating expenses (60) (4,882) (31) (2) (4,975)
Decrease in value of (16,143) - - - (16,143)
investment properties
(Loss) / profit from (12,315) (3,862) 1,507 (3,187) (17,857)
operations
Finance income 40 141 7 133 321
Finance cost (4,699) (498) (1,512) (8) (6,717)
Finance costs - other (5,741) (71) (4,293) (78) (10,183)
gains and (losses) -
foreign exchange
Segment resultbefore tax (22,715) (4,290) (4,291) (3,140) (34,436)
Tax credit 1,649
Lossfor the period as (32,787)
reported in the income
statement
Attributable to non- 541
controlling interests
Net loss attributable to (32,246)
owners of the parent
Reportable segment assets 151,006 199,183 102,715 - 452,904
Unallocated assets 11,431
Total assets 464,335
Reportable segment liabilities (110,082) (148,888) (78,914) - (337,884)
Unallocated liabilities (3,865)
Total liabilities (341,749)
Six months ended 30 June Property Residential Hotel Other 2009
2009 rental operations
sales
EUR'000 EUR'000 EUR'000 EUR'000 EUR
'000
Other segment items
Capital expenditure 81 130 22 233
Depreciation 30 92 1,334 1,456
Amortisation 13 1 17 31
There are immaterial sales between the operating segments. Unallocated assets
represent cash balances and other receivables held by the Company and those of
selected sub-holding companies, including related tax balances. Unallocated
liabilities include accrued costs within the Company and selected sub-holding
companies, including related tax balances.
4. Analysis of expenditure
4.1 Cost of operations
Six months ended Six months ended
30 June 2010 30 June 2009
EUR'000 EUR'000
Costs of sale of residential property 38,305 7,206
Utilities, services rendered and other 5,228 4,700
costs
Legal and professional expenses 1,044 532
Staff costs 2,708 2,495
Sales and direct advertising costs 839 623
Depreciation and amortisation 474 446
Cost of operations 48,598 16,002
4.2 Administrative expenses
Six months ended Six months ended
30 June 2010 30 June 2009
EUR'000 EUR'000
Audit, accountancy and tax services 389 354
Incentive and management fee 1,563 2,068
Other professional fees 1,127 786
Utilities, services rendered and other 584 612
costs
Share based payments 7 18
Staff costs 624 699
Depreciation and amortisation 1,014 1,235
Other administrative expenses 303 64
Administrative expenses 5,611 5,836
5. Other operating expenses
Six months ended Six months ended
30 June 2010 30 June 2009
EUR'000 EUR'000
Impairment of inventory assets 186 4,817
Interest and fees 130 65
Other operating expenses 144 93
Other operating expenses 460 4,975
6. Tax credit / (expense)
Six months ended Six months ended
30 June 2010 30 June 2009
Continuing operations EUR'000 EUR'000
Current tax (17) (127)
Deferred tax (419) 1,776
Taxcredit for the period (436) 1,649
On an individual company basis, an estimate has been made of the effective tax
rate for the full year and has been applied to the six month results.
7. Dividends
There were no dividends declared or paid in the six months ended 30 June 2010
(2009: EURnil).
8. Earnings/ (loss) per share ("EPS"/ "LPS")
Basic loss per share is calculated by dividing the loss after tax attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all dilutive potential ordinary
shares. The difference in the number of ordinary shares between the basic and
diluted loss per share reflects the impact were the outstanding share warrants
to be exercised.
The outstanding share warrants exercise price exceeds current market value;
therefore the warrants are not dilutive. As a result, diluted earnings per
share equals basic earnings per share.
The weighted average number of shares at 30 June 2010 was 46,852,014 (30 June
2009: 46,852,014). The total number of potential dilutive shares at 30 June
2010 and 2009 was 5,488,118.
9. Property, plant and equipment
Buildings Plant and Motor Total
equipment vehicles
EUR'000 EUR'000 EUR'000 EUR'000
Cost or valuation
At 1 January 2009 103,060 10,238 303 113,601
Transfers between - (62) - (62)
categories
Additions at cost 49 160 24 233
Exchange adjustments 692 329 16 1,037
Disposals - (40) (127) (167)
Revaluation (10,852) - - (10,852)
At 31 December 2009 92,949 10,625 216 103,790
Additions at cost 7 252 - 259
Exchange adjustments (1,082) (191) (7) (1,280)
Revaluation 1,789 - - 1,789
Disposals (50) (9) (21) (80)
At 30 June 2010 93,613 10,677 188 104,478
Accumulated depreciation
At 1 January 2009 (3,949) (1,517) (100) (5,566)
Charge for the period (1,546) (787) (68) (2,401)
Transfer - 5 - 5
Exchange adjustments (116) (255) (21) (392)
Disposals - 18 71 89
At 31 December 2009 (5,611) (2,536) (118) (8,265)
Charge for the period (929) (422) (24) (1,375)
Exchange adjustments 98 47 4 149
Disposals 13 1 17 31
At 30 June 2010 (6,429) (2,910) (121) (9,460)
Net book value at 30 June 87,184 7,767 67 95,018
2010
Net book value at 31 87,338 8,089 98 95,525
December 2009
9. Property, plant and equipment - continued
Buildings Plant and Motor Total
equipment vehicles
EUR'000 EUR'000 EUR'000 EUR'000
Cost or valuation
At 1 January 2009 103,060 10,238 303 113,601
Transfer between 5 196 17 218
categories
Additions at cost 2 101 14 117
Exchange adjustments (6,601) (645) (14) (7,260)
Revaluation (10,554) - - (10,554)
Disposals (5) (46) (51)
At 30 June 2009 85,912 9,885 274 96,071
Accumulated depreciation
At 1 January 2009 (3,949) (1,517) (100) (5,566)
Transfers between 3 (203) (18) (218)
categories
Charge for the period (1,128) (388) (38) (1,554)
Exchange adjustments 234 99 5 338
Disposals - 4 16 20
At 30 June 2009 (4,840) (2,005) (135) (6,980)
Net book value at 30 June 81,072 7,880 139 89,091
2009
Buildings were valued as at 30 June 2009 by qualified professional valuers
working for the company of King Sturge, Chartered Surveyors, acting in the
capacity of External Valuers. All such valuers are Chartered Surveyors, being
members of the Royal Institution of Chartered Surveyors ("RICS"). All
properties were valued on the basis of Market Value and the valuations were
carried out in accordance with the RICS Appraisal and Valuation Standards. For
all properties, valuations were based on current prices in an active market.
The resulting revaluation adjustments, net of applicable deferred taxes, have
been taken to the revaluation reserve in shareholders equity.
10. Investment property
30 June 2010 31 December 20 30 June 2009
09
EUR'000 EUR'000 EUR'000
At beginning of the period 161,027 198,677 198,677
Disposals (229) (2,725) -
Transfers from other assets 7,646 2,229 -
categories
Capitalised subsequent 112 268 129
expenditure
Exchange movements (3,415) (1,862) (10,721)
PV of annual perpetual (1) (2) -
usufruct fees
Fair value losses (4,395) (35,558) (16,143)
Total 160,745 161,027 171,942
The fair value of the Group's investment property at 30 June 2010 has been
arrived at on the basis of valuations carried out at that date by King Sturge.
The valuations, which conform to International Valuation Standards, were
arrived at by reference to market evidence of transaction prices for similar
properties.
The Group has pledged investment property of EUR145.0 million (31 December 2009:
EUR152.8 million; 30 June 2009: EUR154.6 million) to secure certain banking
facilities granted to subsidiaries. Borrowings for the value of EUR116.7 million
(31 December 2009: EUR117.2 million; 30 June 2009: EUR114.5 million) are secured on
these investment properties (note 14).
11. Inventories
30 June 2010 31 December 30 June 2009
2009
EUR'000 EUR'000 EUR'000
Land held for development 59,214 63,055 78,196
Construction expenditures 1,669 29,227 74,557
Completed properties 54,408 67,055 3,082
Hotel inventories 1,219 1,238 102
Freehold and leasehold 116,510 160,575 155,937
properties held for resale
Less assets classified as held (22,455) (21,855) -
for sale and shown in current
assets (note 15)
Total inventories 94,055 138,720 155,937
Included in the above is EUR94.1 million (31 December 2009: EUR138.7 million; 30
June 2009: EUR155.9 million) of development property inventory.
EUR41.0 million (31 December 2009: EUR15.1 million; 30 June 2009: EUR7.2 million) of
inventories was released to cost of operations in the income statement during
the period. EURnil million (31 December 2009: EUR9.9 million; 30 June 2009: EUR4.8
million) was recognised in other operating expenses during the period in
relation to write-down of inventories. All inventories are held at cost with
the exception of EUR28.9 million, which are held at net realisable value (31
December 2009: EUR29.1 million; 30 June 2009: EUR55.4 million).
Bank borrowings are secured on land for the value of EUR71.0 million (31 December
2009: EUR76.0 million; 30 June 2009: EUR69.7 million) (note 14).
12. Cash and cash equivalents
30 June 2010 31 December 30 June 2009
2009
EUR'000 EUR'000 EUR'000
Cash and cash equivalents
Cash at bank and in hand 9,680 11,740 10,055
Short term bank deposits 1,100 1,525 1,661
10,780 13,265 11,716
Less assets classified as held (405) (214) -
for sale and shown in current
assets (note 15)
Total 10,375 13,051 11,716
Included in cash and cash equivalents is EUR6.4 million (31 December 2009: EUR6.1
million; 30 June 2009: EUR3.7 million) restricted cash relating to security and
customer deposits.
13. Cash generated from operations
Six months ended 30 Six months ended 30
June 2010 June 2009
EUR'000 EUR'000
Lossfor the period (8,328) (32,787)
Adjustments for:
Effects of foreign currency 2,798 9,762
Finance costs 6,159 6,717
Finance income (528) (321)
Tax credit/ (expense) 436 (1,649)
Bad debt write off 225 7
Depreciation of property, plant and 1,465 1,641
equipment
Amortisation charges 26 37
Loss on sale of property, plant and 18 15
equipment
Decrease in the value of investment 4,395 16,143
property
Other operating expenses 231 -
Impairment of inventory assets - 4,817
Charge relating to share based 7 18
payments
6,904 4,400
Changes in working capital
Increase in inventory 36,731 (3,558)
Decrease / (increase) in trade and (3,882) 1,855
other receivables
(Decrease) / increase in trade and (31,041) (2,250)
other payables
1,808 (3,953)
Cash inflow generated from 8,712 447
operations
14. Bank loans
30 June 2010 31 December 30 June 2009
2009
EUR'000 EUR'000 EUR'000
Current
Bank loans and overdrafts due
within one year or on demand
Secured (62,539) (156,031) (150,544)
Non-current
Repayable within two years
Secured (37,888) (5,293) (16,281)
Repayable within three to five
years
Secured (61,416) (12,338) (10,626)
Repayable after five years
Secured (79,212) (74,088) (74,243)
(178,516) (91,719) (101,150)
Total (241,055) (247,750) (251,694)
Bank loans directly associated (12,505) (12,240) -
with assets classified as held
for sale
Total bank loans (253,560) (259,990) (251,694)
The bank loans are secured on various properties of the Group by way of fixed
or floating charges.
On 24 February 2010 the Group companies Atlas Estates (Millennium) Sp. z. o.o,
Ligetvaros Kft, Atlas Solaris SRL and World Real Estate SRL signed an amendment
agreement with Erste Bank. This agreement created a cross collateralisation
arrangement between these four companies with respect to the loans provided by
Erste Bank. In return for this cross collateralisation the bank agreed to waive
any claims for any breaches of covenants which were in existence. A new
covenant of interest service coverage has been included, with a priority of
payments list, reduced margins on each loan and extension of maturity dates for
the two Romanian land loans to 31 December 2012. This agreement provides the
Group with major improvements in the loan terms on each of these four assets
and overcomes breaches of covenants on three of the loans. As a result of this,
loans of EUR88 million were reclassified in the current reporting period from
current liabilities to non-current liabilities due in after one year.
The fair value of the fixed and floating rate borrowings approximated their
carrying values at the balance sheet date, as the impact of marking to market
and discounting is not significant. The fair values are based on cash flows
discounted using rates based on equivalent fixed and floating rates as at the
end of the period.
The Company has also received a waiver from the lender for the LTV covenant
breach on Atlas House, Sofia and the loan was reclassified to its original
maturity. The Vajnory land loan which matured in March 2010 is being extended
for an additional 12 months to March 2011. Bank consent under this loan
agreement was required for the completion of the disposal of Atlas interests in
Slovakia, as set out in the Chairman's Statement.
The Group has successfully negotiated an extension of the land loan for the
Kokoszki plot in Gdansk to 29 July 2011.
Loans currently under review by the Group and its lenders include:
1. The land loans on Cybernetyki and Zielono. The Company has successfully
negotiated and agreed terms for the extension of these loans until the end of
September 2010 and December 2010 respectively. The Company is awaiting receipt
of final documentation from the banks.
14. Bank loans- continued
2. Platinum Towers project. The loan attributable to this project is overdue,
however the Company has received an initial offer to extend the loan, the terms
of which are currently under negotiation with a view to finalise as soon as
practicable.
3. Volan project. The loan attributable to this project is overdue, however the
Company has received an extension offer from the bank which has yet to be
signed and concluded.
4. Felikon - this asset has breached its ICR and DSCR covenants, but currently
there are advanced negotiations on a re-structure of the loan to include a
holiday period from principal and interest payments in order to stabilise its
cashflow and occupancy.
Bank loans are denominated in a number of currencies and bear interest based on
a variety of interest rates. An analysis of the Group's borrowings by currency:
Zloty Euro Other Total
EUR'000 EUR'000 EUR'000 EUR'000
Bank loans and overdrafts - 30 June 51,465 202,080 15 253,560
2010
Bank loans and overdrafts - 31 56,933 203,042 15 259,990
December 2009
Bank loans and overdrafts - 30 June 50,058 201,617 19 251,694
2009
15. Assets classified as held for sale and directly associated liabilities
On 3 November 2009 Atlas announced an agreement for the sale of its entire
investment interests throughout Slovakia (the "Slovakia Portfolio"), comprising
one site in Bratislava and two sites in Kosice. The Group realised EUR0.9 million
in net proceeds from the first stage of the sale and is expecting to realise a
further EUR7.1 million on completion of the second stage. It is anticipated that
the net proceeds will be utilised to fund the development of the Group's
remaining assets, with particular focus on the assets located in Warsaw,
Poland, where the Group has a strong presence and is likely to realise value
from development activity within the next two to three years. This contrasts
with the projects in Slovakia, which would have required the investment of
large amounts of capital with returns arising in the long term
The assets and liabilities directly associated with this sale were separately
classified as of 30 June 2010. EURnil million (31 December 2009: EUR5.9 million; 30
June 2009: EURnil) was recognised as a provision for the value of the development
land held in Slovakia. The major classes of assets and liabilities held for
sale were as follows:
Assets: 30 June 2010 31 December 2009 30 June 2009
EUR'000 EUR'000 EUR'000
Deferred tax asset 146 142 -
Inventories 22,455 21,855 -
Trade and other receivables 4,371 4,380 -
Cash and cash equivalents 405 214 -
Total assets classified as held 27,377 26,591 -
for sale
Liabilities: 30 June 2010 31 December 2009 30 June 2009
EUR'000
EUR'000 EUR'000
Trade and other payables (6,860) (6,426) -
Bank loans (12,505) (12,240) -
Deferred tax liabilities (779) (778) -
Total liabilities directly (20,144) (19,444) -
associated with assets classified
as held for sale
16. Related party transactions
(a) Fragiolig is a wholly owned subsidiary of the Izaki Group, an Israel-based
real estate development firm and founding shareholder of Atlas. The Izaki
Group, together with RP Capital Group, also own and manage Atlas Management
Company Limited ("AMC"), which provides executive management services to Atlas.
The Board of Directors of Atlas announced that on 1 July 2010 it received
notice from Fragiolig advising that as a result of the settlement on 28 June
2010 (the "Final Settlement") of the last subscriptions received in connection
with the offer by Fragiolig for the entire issued and to be issued share
capital of the Company not already owned by Fragiolig or persons acting in
concert with it (the "Offer"), As announced by the Company on 24 June 2010,
following the closing of the Offer, Fragiolig now has interests in a total of
31,761,877 ordinary shares in the Company representing 67.79% of the Company's
issued share capital. Fragiolig together with its concert parties currently
hold 43,849,609 shares in the Company, representing 93.59% in the Company's
share capital and carry 43,849,609 votes at the meeting of the shareholders of
the Company, which represents 93.59% of the total number of the votes at such
meeting.
For details of the shareholders acting in concert with Fragiolig see note 18.
(b) Key management compensation
Six months ended 30 Six months ended 30
June 2010 June 2009
EUR'000 EUR'000
Fees for non-executive 81 105
directors
The Company has appointed AMC to manage its property portfolio. At 30 June 2010
AMC was owned by the RP Capital Group and RI Limited and RI Holdings Limited.
In consideration of the services provided, AMC received a management fee of EUR
1.6 million for the six months ended 30 June 2010 (EUR2.07 million for the six
months ended 30 June 2009). Under the agreement, AMC are entitled to a
performance fee based on the increase in value of the properties over the
12 month period to 31 December 2010. No performance fee has been accrued for
the six months ended 30 June 2010 (EURnil for the six months ended 30 June 2009)
because no reliable estimate can be made.
AMC also received EURnil million (30 June 2009: EUR0.1 million) in relation to
lease agreements for office space in Poland and Hungary. As of 30 June 2010, EUR
2.7 million included in current trade and other payables was due to AMC (30
June 2009: EUR2.2 million).
c. Under the loan agreement of 18 May 2007, EdR Real Estate (Eastern Europe)
Finance S.a.r.l, which is also a shareholder in Atlas Estates (Cybernetyki)
Sp. z o.o., has extended a loan facility of EUR3.9 million to Atlas Estates
(Cybernetyki) Sp. z o.o. for the purpose of covering ongoing investment and
business expenses. The loan facility is to be repaid by 31 December 2020
and bears interest at a variable rate equal to the sum of EURIBOR and the
lender's margin. In 2010 the lender charged EUR33 thousand as interest (6
months ended 30 June 2009: EUR47 thousand). As of 30 June 2010 Atlas Estates
(Cybernetyki) Sp. z o.o. has drawn the loan facility plus associated
interest in the amount of EUR3.0 million (31 December 2009: EUR2.5 million; 30
June 2009: EUR2.8 million).
d. Under the loan agreement of 1 August 2005 and annex dated 10 August 2005,
Dellwood Company Limited, which is also a shareholder in Zielono Sp. z
o.o., has extended a loan facility of PLN 2.8 million (EUR0.6 million) to
Zielono Sp. z o.o. for the purpose of covering ongoing investment and
business expenses. The loan facility is to be repaid within 60 days from
the receipt of a demand of payment and bears interest at a variable rate
equal to the sum of WIBOR and the lender's margin. In 2010 the lender
charged EUR8 thousand as interest (6 months ended 30 June 2009: PLN 51
thousand (EUR11 thousand)). As of 30 June 2010 Zielono Sp. z o.o. has drawn
the loan facility plus associated interest in the amount of EUR0.5 million
(31 December 2009: PLN 1.4 million (EUR0.3 million) (30 June 2009: PLN 1.8
million (EUR0.4 million)).
e. Shasha Transport Ltd, which is also a shareholder in Atlas and Shasha Zrt
(previously: Atlas Estates Kaduri Shasha Zrt), have extended loan
facilities to Atlas and Shasha Zrt for the purpose of covering ongoing
investment and business expenses. The loan facility has no repayment date
and bears interest at a variable rate equal to the sum of EURIBOR and the
lender's margin. In 2010 the lender charged EUR23 thousand as interest (6
months ended 30 June 2009: EUR34 thousand). As of 30 June 2010 Atlas and
Shasha Zrt has drawn the loan facilities plus associated interest in the
amount of EUR1.9 million (31 December 2009: EUR1.8 million; 30 June 2009: EUR1.6
million).
(f) Under the loan agreement of 29 September 2005, Kendalside Limited, which is
also a shareholder in Circle Slovakia s.r.o., has extended a loan facility of EUR
6.0 million to Circle Slovakia for the acquisition of a property. This facility
was extended by EUR3.0 million on 1 December 2008. The loan facility is to be
repaid by 31 August 2013, and bears interest at a variable rate equal to the
sum of EURIBOR and the lender's margin. In 2010 the lender charged EUR109
thousand as interest (6 months ended 30 June 2009: EUR143 thousand). As of 30
June 2010 Circle Slovakia has drawn the loan facility plus associated interest
amount of EUR9.4 million (31 December 2009: EUR11.5 million; 30 June 2009: EUR8.8
million). This loan is included within assets held for sale as shown in note
15.
17. Post balance sheet events
For any changes in the bank facilities see note 14.
The market conditions in which the Company is operating and is seeking the
renewal of banking facilities remain difficult and the Company has continued to
support its subsidiaries within its limited resources. No specific events have
occurred which would require any adjustment to the period end balance sheet.
18. Other items
18.1 Information about court proceedings
As of 16 August 2010, the Company was not aware of any proceedings instigated
before a court, a competent arbitration body or a public administration
authority concerning liabilities or receivables of the Company, or its
subsidiaries, whose joint value constitutes at least 10% the Company's equity
capital.
18.2 Information about granted sureties
During the first half of 2010, the Company has not granted any sureties (for
loans or credit facilities) or guarantees.
18.3 Financial forecasts
No financial forecasts have been published by the Company in relation to the
year ended 31 December 2010.
18.4 Substantial shareholdings
As of 13 August 2010, the Board was aware of the following direct or indirect
interest in 3% or more of the Company's ordinary share capital (excluding
treasury shares):
Table 1 - Significant Shareholders Number of Percentage of
Issued
Shares held Share Capital
Fragiolig Holdings Limited 31,761,877 67.79
Atlas International Holdings (Izaki) 6,461,425 13.79
RP Group 5,560,576 11.87
APG Tactical Real Estate 1,6000,000 3.42
Total 46,037,264 98.26
18.5 Directors' share interests
There have been no changes to the Directors' share interests during the six
months ended 30 June 2010. No Director had any direct interest in the share
capital of the Company or any of its subsidiaries during the six months ended
30 June 2010. Mr Quentin Spicer, who resigned as a Chairman on 16 June 2010,
acquired a beneficial interest in 14,785 shares in the Company in 2007.
18.6 Other share interests
No changes have occurred in the six months ended 30 June 2010 in the number of
warrants issued to managing and/or supervisory persons.
19. Principal subsidiary companies and joint ventures
The table below lists the current operating companies of the Group. In
addition, the Group owns other entities which have no operating activities. All
Group companies are consolidated.
No new subsidiary undertakings were acquired and no investments were made in
any additional joint ventures during the period ended 30 June 2010.
Country of Name of subsidiary/joint Status Percentage of nominal
incorporation venture entity value of issued
shares and voting
rights held by the
Company
Holland Atlas Estates Cooperatief Holding 100%
U.A.
Holland Atlas Estates Investment B.V. Holding 100%
Holland Trilby B.V. Holding 100%
Guernsey Atlas Finance (Guernsey) Holding 100%
Limited
Netherlands Atlas Estates Antilles B.V. Holding 100%
Antilles
Cyprus Darenisto Limited Holding 100%
Cyprus Kalipi Holdings Limited Holding 100%
Poland Atlas Estates (Poland) Sp. z Management 100%
o.o.
Poland Platinum Towers Sp. z o.o. Development 100%
Poland Zielono Sp. z o.o. Development 76%
Poland Properpol Sp z o.o. Investment 100%
Poland Atlas Estates (Millennium ) Investment 100%
Sp. z o.o.
Poland Atlas Estates (Sadowa) Sp. z Investment 100%
o.o.
Poland Capital Art Apartments Sp. z Development 100%
o.o.
Poland Grzybowska Centrum Atlas Re Holding 100%
Project BV SK
Poland HGC S.A. Hotel 100%
operation
Poland HPO Sp. z o.o. Development 100%
Poland Atlas Estates (Cybernetyki) Development 50%
Sp. z o.o.
Poland Atlas Estates (Kokoszki) Sp. Development 100%
z o.o.
Hungary CI-2005 Investment Kft. Development 100%
Hungary Cap East Kft. Investment 100%
Hungary Felikon Kft. Investment 100%
Hungary Ligetváros Kft Investment 100%
Hungary Városliget Center Kft Development 100%
Hungary Atlas Estates (Moszkva) Kft. Holding 100%
Hungary Atlas and Shasha Zrt Development 50%
Romania World Real Estate SRL Development 100%
Romania Atlas Solaris SRL Development 100%
Romania D.N.B. - Victoria Towers SRL Hotel 100%
operation
Bulgaria Immobul EOOD Investment 100%
Slovakia Circle Slovakia, s.r.o. Development 50%
20. INTERIM CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION
NON-CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2010
Six months ended Six months ended
30 June 2010 30 June 2009
(unaudited) (unaudited)
EUR'000 EUR'000
Revenues - -
Cost of operations - -
Gross profit - -
Administrative expenses (1,947) (2,237)
Other operating income 78 505
Provision against loans receivable from 739 (43,769)
subsidiaries
Lossfrom operations (1,130) (45,501)
Finance income 121 3,261
Finance costs (1) (2)
Finance costs - other gains and (losses) - (62) (35)
foreign exchange
Loss before taxation (1,072) (42,277)
Tax - -
Loss and total comprehensive income for (1,072) (42,277)
the period
20. INTERIM CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION - CONTINUED
NON-CONSOLIDATED BALANCE SHEET
As at 30 June 2010
30 June 2010 31 December 30 June 2009
2009
(unaudited) (audited) (unaudited)
EUR'000 EUR'000 EUR'000
ASSETS
Non-current assets
Investment in subsidiaries 134,409 134,409 21,220
Loans receivable from 1,868 - 136,054
subsidiaries
136,277 134,409 157,274
Current assets
Trade and other receivables 79 165 176
Cash and cash equivalents 1,268 3,788 2,309
1,347 3,953 2,485
TOTAL ASSETS 137,624 138,362 159,759
Current liabilities
Trade and other payables (3,251) (2,924) (2,641)
(3,251) (2,924) (2,641)
TOTAL LIABILITIES (3,251) (2,924) (2,641)
NET ASSETS 134,373 135,438 157,118
EQUITY
Share capital account 6,268 6,268 6,268
Other distributable reserve 194,817 194,817 194,817
Accumulated loss (66,712) (65,647) (43,967)
TOTAL EQUITY 134,373 135,438 157,118
Basic net asset value per share n/a n/a n/a
20. INTERIM CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION - CONTINUED
NON-CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2010
Six Months Ended 30 June 20 Share Other Accumulated Total
10 capital reserves loss
account
(unaudited)
EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January 2010 6,268 194,817 (65,647) 135,438
Total comprehensive income - - (1,072) (1,072)
for the period
Share based payments - - 7 7
As at 30 June 2010 6,268 194,817 (66,712) 134,373
Year Ended 31 December 200 Share capital Other Accumulated l Total
9 account reserves oss
EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January 2009 6,268 194,817 (1,708) 199,377
Total comprehensive income - - (63,968) (63,968)
for the year
Share based payments - - 29 29
As at 31 December 2009 6,268 194,817 (65,647) 135,438
Six Months Ended 30 June Share capital Other Accumulated l Total
2009 (unaudited) account reserves oss
EUR'000 EUR'000 EUR'000 EUR'000
As at 1 January 2009 6,268 194,817 (1,708) 199,377
Total comprehensive income - - (42,277) (42,277)
for the period
Share based payments - - 18 18
As at 30 June 2009 6,268 194,817 (43,967) 157,118
20. INTERIM CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION - CONTINUED
NON-CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 June 2010
Six months ended Six months ended
30 June 2010 30 June 2009
(unaudited) (unaudited)
EUR'000 EUR'000
Loss for the period (1,072) (42,277)
Adjustments for:
Finance costs 1 2
Finance income (121) (3,261)
Effects of foreign currency 62 37
Assigned loans - (505)
Provision against loans receivable from (739) 43,769
subsidiaries
Other operating income and expense (78) -
Charge relating to share based payments 7 18
(1,940) (2,217)
Changes in working capital
Increase in trade and other receivables 86 -
Increase / (decrease) in trade and other 327 209
payables
Net cash outflow from operating activities (1,527) (2,008)
Investing activities
New loans to subsidiary undertakings (1,013) -
Net cash used in investing activities (1,013) -
Financing activities
Interest received 4 5
Interest paid - -
Net cash from financing activities 4 5
Net decrease in cash and cash equivalents (2,536) (2,003)
in the period
Effect of foreign exchange rates 16 (39)
Net decrease in cash and cash equivalents (2,520) (2,042)
in the period
Cash and cash equivalents at the beginning 3,788 4,351
of the period
Cash and cash equivalent at the end of the 1,268 2,309
period
Cash and cash equivalents
Cash at bank and in hand 1,268 2,309
Bank overdrafts - -
1,268 2,309
END
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