Notes to the Consolidated Financial Statements 33 Petrivka (Kyiv) Lukianivka (Kyiv) Independent Auditor’S Report 71 Investment
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Annual Report 2020 Arricano is one of the leading real estate developers and operators of shopping centres in Ukraine. It owns and operates completed shopping centres comprising over 147,900 sq.m of gross leasable area and three land plots in strategic cities for further development. Our portfolio at a Glance Strategic Report Completed Properties 2020 Highlights 1 Chairman’s Statement 2 Chief Executive Officer’s Report 4 Operating Portfolio 6 Development Properties 11 Finance Report 14 Directors’ Report Prospekt (Kyiv) Rayon (Kyiv) Management Report 16 Management Analysis of Corporate Governance 20 Board of Directors 22 Senior Management 24 Audit Committee Report 26 Remuneration Committee Report 27 Sun Gallery (Kryvyi Rig) City Mall (Zaporizhzhia) Financial Statements Development Properties Consolidated Statement of Financial Position 28 Consolidated Statement of Profit or Loss and other Comprehensive Income 30 Consolidated Statement of Cash Flows 31 Consolidated Statement of Changes in Equity 32 Notes to the Consolidated Financial Statements 33 Petrivka (Kyiv) Lukianivka (Kyiv) Independent Auditor’s Report 71 Investment 49,9 per cent shareholding in Assofit, ex-holding company of Sky Mall, one of Kyiv’s largest shopping centres, home to a range of leading retail brands in- cluding H&M, Zara, Pull&Bear, Bershka, Stradivarius, New Yorker, Mango, Tommy Hilfiger, Adidas and Nike Sky Mall (Kyiv) 2020 Highlights • Recurring revenue decreased by 13% to USD 32.3 million • As at 31 December 2020, net asset value was USD 119.4 million St (2019: USD 37.3 million) (31 December 2019: USD 127.9 million) ra te g i c • Occupancy was 99% as at 31 December 2020 • As at 31 December 2020, total bank borrowings were Strategic USD 46.9 million (31 December 2019: USD 43.4 million) • The Company’s portfolio was valued independently at USD 275.5 million (2019: USD 289.3 million) • The Company’s activity was significantly affected by COVID-19 Report restrictions in 2020 • Operating costs were reduced by USD 2.2 million (17%) compared to 2019 – to offset decrease in revenues Post year-end • Underlying operating profit before revaluation of • Further restrictions relating to COVID-19 were put in place in investment property reduced by 11% to USD 21.7 million some regions in 2021 that resulted in partial closure (2019: USD 24.4 million) of the shopping malls • Net profit increased to USD 20.2 million • The Company has implemented its Environmental, Social and Directors’ (2019: USD 8.0 million) Corporate governance policy Report Financial Operating profit before Statements Revenue Net Asset Value (NAV) revaluation (in mln USD) (in mln USD) (in mln USD) Occupancy rate Footfall Earnings per share (in % from total GLA) (in mln visitors) (in USD per share) Arricano Annual Report 2020 1 Chairman’s Statement Our aim for 2021 is to continue to upgrade and develop our shopping malls’ brands with the main focus being on providing social spaces for our visitors and to be a leader in community relations. Arricano has a strong and sustainable market position, positive relations with tenants and a track record for good teamwork to achieve new targets. The consolidated financial results of Arricano for 2020 showed that the team effectively coped with all business challenges caused by COVID-19. The Company’s underlying operating profit before revaluation of investment property was USD 21.7 million, that is only 11% less than in the previous year. In addition, the management has restructured all bank loans, received a new tranche of USD 9 million and achieved a decrease in interest rates for a major part of its loan facilities. Urmas Somelar Non-Executive Chairman 2 Arricano Annual Report 2020 2020 was targeted to be a successful year for implemented its ESG policy and strategy supported Occupancy Rate the continued development of Arricano and the by a series of social and cultural projects relating to implementation of strategic commercial and social environmental factors, communities, operational projects. The Company had made a good start and governance excellence. The most ambitious of 99% Strategic following on from significant progress made last which is the creation of a 3D design of St. Sophia year – achieving in the first two months almost one Cathedral, which is marked with Braille tactile Visitors hundred per cent occupancy of the retail spaces in signs, so that Kyiv residents and guests with visual Report all the Company’s shopping malls, constant increase impairments can feel its architectural features and in turnover of both tenants and market categories, read motivating messages. Also in Prospekt and 33.1 mln and, as a result, an increase in the quality of traffic. RayON shopping malls there were art & fashion exhibitions. The concept of this project, which Revenue Corporate Achievements and Awards integrated the brands of tenants, as well as met The Prospekt shopping mall was recognized as the all the requirements of social distance, became most visited shopping mall in Ukraine. Also in the a special ethical contemplation for visitors to USD 32.3m first two months, the Company received several shopping malls. The project was so successful that develop our shopping malls’ brands with the main Directors’ important awards: Arricano became number one it was included in the rating of the Top 25 best focus being on providing social spaces for our in the National Rating of the Quality of Corporate marketing projects in Ukraine according to the visitors and to be a leader in community relations. Reputation Management «Reputation ACTIVists» business publication, «Power of Money». in the development market, maintaining a stable Report Arricano has a strong and sustainable market corporate and market position. The evaluation Development Properties position, reliable relations with tenants and a track indicators for the award were the Company’s The three development sites covering 14 ha in record for good teamwork to turn difficult goals reputation stability, its media activity, innovative Lukianivka (Kyiv), Petrivka (Kyiv), and Rozumovska into real achievements. The consolidated financial approach in communications, image capital of (Odesa) continue to be progressed. With the results of Arricano for 2020 showed that the team CSR and anti-crisis stability. Also, two regional capital from the new banking facilities, the highly effectively coped with all business challenges shopping malls of Arricano - Sun Gallery in Kryvyi innovative Lukianivka project has made good caused by COVID-19. Total revenue decreased by Rih and City Mall in Zaporizhzhia - received the progress and subject to changes in the COVID-19 USD 4.9 million, that is a 13% drop compared to Financial National Award of Ukraine «Consumer Choice - situation, is expected to be completed in 2023. 2019, in turn the operating expenses were reduced 2019» as the best shopping mall in the city. Arricano participated in the public workshop by $2.2 million, that is a 17% cutback compared to discussing the new concept of the Lukianivka area 2019. The Company’s underlying operating profit Statements ESG Policy and Corporate Social Responsibility and its infrastructure. before revaluation of investment property was USD The quarantine and the introduction of lockdown 21.7 million, that is 11% less than in the previous from March to June put development of all Sky Mall Case year (USD 24.4 million in 2019). The total fair commercial and social projects on hold for three The Company continues to pursue Stockman valuation of the portfolio decreased to USD 275.5 months. Nevertheless, during this period, the Interhold S.A. concerning the ownership of Assofit, million (2019: USD 289.3 million). Net asset Company implemented three charitable projects to which held the Sky Mall shopping centre and in value was therefore USD 119.4 million as at 31 support the community and help people less well- which the Company holds a 49.9% shareholding. December 2020. In addition, the management has off. In addition, to help the infectious diseases restructured all bank loans, received a new tranche hospital in Kryvyi Rih, the Company purchased Teamwork of USD 9 million and achieved a decrease in special medical equipment for wheelchair users. On behalf of the Board I would like to thank interest rates for a major part of its loan facilities. every employee and stakeholder of Arricano for During the lockdown, Arricano, together with their contribution in 2020. I would also like to Urmas Somelar other industry organizations and leading players commend everyone for their positive response Non-executive Chairman in the development market, actively engaged in to the COVID-19 crisis and their willingness to 21 April 2021 a dialogue with the authorities, defending the work together to support the business and their interests of the industry. colleagues during this unprecedented time. The Company came out of quarantine with Consolidated Financial Results renewed vigour and began to rapidly increase its Our aim for 2021 is to continue to upgrade and potential. In the second half of the year, Arricano “Overall, the Board believes the Company is in a sound financial standing, with its ability to meet its financial commitments and emerge from this current crisis well-placed to regain its position as premier provider of shopping and entertainment experiences.” Arricano Annual Report 2020 3 Chief Executive Officer’s Report Arricano started 2020 strongly and despite operational constraints due to Covid-19 saw pockets of positive consumer demand when the restrictions were eased or lifted. Importantly, management teams at each of our shopping centres were fully committed to ensuring the safety of our visitors, carefully following and consistently executing health and safety protocols. It is obvious that state restrictions in the operation of shopping malls directly affected the Company’s financial performance making comparisons with prior years less relevant. Instead, the key facts of a 13% decrease in revenue, as well as 99% occupancy rate accross Arricano shopping malls, demonstrate the Company’s resilience and resistance to unpredictable social and economic changes.