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«ATLAS ESTATES LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Atlas Estates Limited Martello Court Admiral Park St Peter Port ...»

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Atlas Estates Limited

Martello Court

Admiral Park

St Peter Port

Guernsey GY1 3HB

Company number: 44284




3 Introduction

4 Financial Highlights

5 Chairman’s Statement

8 Review of the Property Manager

18 Property Portfolio Information 20 Directors – Atlas Estates Limited 21 Directors and Senior Management – Property Manager, Atlas Management Company Limited 22 Directors’ Report 31 Remuneration Report 34 Declarations of the Board of Directors 35 Independent Auditor’s Report 36 Financial Statements 40 Statement of Accounting Policies 45 Notes to the Financial Statements 54 Principal subsidiary companies and joint ventures 2


Introduction Atlas Estates Limited (“Atlas” or the “Company”) is a Guernsey incorporated closed-ended investment company investing in real estate in Central and Eastern European countries (“CEE”). Atlas shares were admitted to trading on 12 February 2008 on the Warsaw Stock Exchange (WSE).

The Company and its subsidiary undertakings (the “Group”) invest mainly in real estate assets in Poland. The Group also currently operates in the Hungarian, Romanian and Bulgarian real estate markets.

The Company’s assets are managed by Atlas Management Company Limited (“AMC”), a company whose sole purpose is to manage the Group’s property portfolio. AMC provides the Group with a management team with vast experience and knowledge of real estate investment and development. In particular AMC can demonstrate a good track record of investment, development and management of property in CEE markets.

The Company does not have any significant operating transactions and such the commentary and the key numbers presented in the Chairman’s Statement and the Review of the Property Manager represent those of the Group.



Financial Highlights Year ended Year ended Selected Financial Items 31 December 2012 31 December 2011 €’000 €’000 Administrative expenses 925 (2,242) Other operating income 6,995 3,102 Other operating expenses - (40,791) Profit/ (Loss) from operations 6,070 (39,931) Finance income 169 282 Profit/ (Loss) before tax 6,225 (39,6

–  –  –

Dear Shareholders, I am pleased to report the consolidated financial results for Atlas Estates Limited (“Atlas” or “the Company”) and its subsidiary undertakings (“the Group”) for the year ended 31 December 2012.

In the current financial market conditions, gaining access to capital has become more difficult and enhancing liquidity as well as the retention of cash have become key priorities. All of these objectives are vital for operations as they will underpin our drive to progress the projects we currently have under development through to completion, whilst at the same time supporting growth of the operations.

Despite the challenging environment the Group has been able to achieve several key objectives:

- Poland’s co-hosting of the 2012 UEFA European Football Championship (commonly known as Euro 2012), had a strong, positive influence on the Polish economy. This translated into very strong performance of the Hilton hotel;

- in October 2012 the Group has commenced construction and sales of the third stage of its very successful development project (Capital Art Apartments) in Warsaw located close to the city centre. In December 2012 the Group secured financing for this project (as presented in the Property Manager’s Report on page 11);

- the projects that the Group is currently developing in Warsaw (Apartamenty przy Krasińskiego and Concept House) are well placed to meet the ongoing demand for quality residential property, which is demonstrated by a high level of pre-sales (as presented in the Property Manager’s Report on page 13).

Reported Results

The Company reported a profit of €6.2 million (compared to last year loss of €39.7 million). This has arisen principally from reversal of impairment of the carrying value of investments in subsidiaries of €7.0 million. Last year the Company recorded the impairment of the carrying value of investments in subsidiaries in amount of €40.8 million. The method applied by the Company regarding impairment review is further described in the financial statements on page 49.

As of 31 December 2012 the Group has reported basic net assets of €73.7 million.

The decrease of basic net asset value by €3.7 million (i.e. by 5%) from €77.4 million as at 31 December 2011 is primarily

a result of the following movements:

- €9.1 million fall of investment properties mainly due to €19.5 million decrease in an independent valuation of the portfolio and €9.1 million increase due to foreign exchange movements;

- €1.2 million decrease of assets classified as held for sale primarily resulting from partial sale of property in Hungary as well as reduction in the valuation of remaining unsold property;

- €8.2 million decrease of deferred tax liability following the tax restructuring of the Group in Poland.

Working capital has been an area of disappointment in the current results, as we observe sudden deterioration from (€17.0 million) as of 31 December 2011 to (€78.4 million) as of 31 December 2012. This is primarily due to mandatory reclassification of two bank loans totaling €65.3 million from non- current liabilities to current liabilities as a result of event of default that occurred on these facilities. However it must be outlined that on 28 February 2013 the Group obtained from the financing bank a signed term-sheet based on which these facilities have been extended by 31 December 2015 (as further disclosed on page 11).

At the operating level the Group reported an increase in gross profit margin from 32% for 2011 to 35% for 2012, which is mainly the result of the reduction of the Company’s activity in the residential segment. Property rental and hotel operation segments realise higher gross margins as compared to the residential segment, as further elaborated on pages 14 and 15.

Loss after tax amounts to €13.0 million for 2012 and is mainly due to €19.5 million decrease in value of investment properties compensated by €10.2 million foreign exchange gains.



Loss after tax decreased by €8.2 million from €21.2 million in 2011 to €13.0 million in 2012. This change is mainly due to significant movements in foreign currency rates resulting in loss of €17.8 million in 2011 and gain of €10.2 million in 2012, offset by decrease in valuation of investment properties by €22.0 million.

Foreign currency exchange gains and losses presented in the income statement mainly represent the unrealised foreign exchange differences on the bank loans.

As of 31 December 2012 the decrease of the market value of the entire investment properties portfolio was € 10.1 million (i.e. 7%) from 31 December 2011 value. This is a result of € 19.5 million decrease presented as “decrease in value of investment properties” in the income statement, offset by € 9.4 million increase of “other reserves” (exchange adjustments) in the balance sheet. Although the market value of investment properties expressed in EURO decreased only by 7%, the actual decrease in the income statements of the subsidiaries was more significant due to fact that local currencies strengthened against EURO in 2012.

Financing, Liquidity and Forecasts The Directors consider that the current outlook presents operating as well as financing challenges 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 management’s 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 consolidated financial statements for the year ended 31 December 2012, as set out in note 1.

Investing Policy Atlas mainly invests in Poland in a portfolio of real estate assets across a range of property types. The Group also operates in the Hungarian, Romanian and Bulgarian real estate markets.

The Company actively targets Poland, which economy is believed to be the most attractive amongst CEE economies.

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.

The Company may employ leverage to enhance returns on equity. Wherever possible, the Directors intend to seek financing on a non-recourse, asset by asset basis. The Company has no set limit on its overall level of gearing. However, it is anticipated that the Company shall employ a gearing ratio of up to 75 per cent of the total value of its interest in income-generating properties within its property portfolio.

Net Asset Value (“NAV”) and Adjusted Net Asset Value (“Adjusted NAV”)

As of 31 December 2012, NAV per share, as reported in the consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards (“IFRS”), has decreased to €1.58 per share from €1.64 per share at 31 December 2011. 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 increased from €2.07 as of 31 December 2011 to €2.19 as of 31 December 2012. The increase of adjusted NAV per share is mainly attributable to increasing valuation of the development projects under construction that are proving to be an attractive products offered by Atlas.

Until the end of 2011 an independent valuation of the entire property portfolio was carried out on a semi-annual basis. In 2012 the Board of Directors resolved undertaking an independent valuation of the entire property portfolio on an annual basis only, while for the semi-annual accounts valuations are performed partially by external experts and partially internally by the Property Manager. At 31 December 2012 an independent valuation of the entire property portfolio was undertaken by Jones Lang LaSalle, acting as independent expert.

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 substantially all the risks and rewards of ownership of an apartment or property are transferred to the client.



A key indicator of performance is the adjusted net asset value of the Group. The following table sets out the impact on adjusted NAV per share of the revaluation of land assets that cannot be reflected in the reported balance sheet due to accounting standards.

–  –  –

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. Details of the Group’s corporate governance structure are given on page 28.

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 are summarised in the Property Manager’s Report on pages 16 and 17 below.

Changes in Non-executive Directors There were no changes in non-executive Directors as disclosed in the Director’s Report.

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 stabilized economy environment in Poland the Company is also focusing on driving its sales activities in several residential projects in Warsaw as presented in the Review of the Property Manager.

Andrew Fox CHAIRMAN 21 March 2013

–  –  –

In this review we present the financial and operating results for the year ended 31 December 2012. Atlas Management Company Limited (“AMC”) is the Property Manager appointed by the Company to oversee the operation and management of Atlas’ portfolio and advice on new investment opportunities. At 31 December 2012, the Company held a portfolio of twenty one properties comprising eleven investment properties of which eight are income yielding properties, two are held for capital appreciation and one is held for sale, two hotels and eight development properties.

It could be a long road to recovery for the real estate market in Central & Eastern Europe (CEE). Before the global financial crisis, investors perceived the individual countries of the CEE more as one region, resulting in narrowing differences between the individual countries’ investment markets. In reaction to the global financial crisis and the reappraising of risk, investors are increasingly tending to look at each country and its economy individually. This divergence and a search for quality have produced a mixed picture in the region, albeit since 2009 the time has been challenging for everyone.

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