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Fon SE — Interim / Quarterly Report 2019
Apr 30, 2019
5618_rns_2019-04-30_5dcb0fd9-5bac-412a-b10d-e573ec5fb165.pdf
Interim / Quarterly Report
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REPORT OF FON SE
INCLUDING CONDENSED FINANCIAL STATEMENT
as at 31 March 2019 and for 15 months ended 31 March 2019
beginning of the financial period: 01.01.2018 end of the financial period: 31.03.2019
Company's name: FON SE registry code: 14617916
address: Narva mnt 5 city: Tallinn, Harju maakond postal code: 10117 Country: Estonia
e-mail: [email protected]
Table of contents
| Management report |
3 |
|---|---|
| Financial report |
9 |
| Balance sheet |
9 |
| Income statement |
10 |
| Changes in equity |
11 |
| Notes | 12 |
| Note 1. Accounting policies |
12 |
| Note 2. Cash and cash equivalents |
15 |
| Note 3. Receivables and prepayments |
15 |
| Note 4. Inventories |
15 |
| Note 5. Shares of associate |
16 |
| Note 6. Long-term financial investments |
16 |
| Note 7. Other receivables |
16 |
| Note 8. Property, plant and equipment |
17 |
| Note 9. Intangible assets |
17 |
| Note 10. Share capital |
17 |
| Note 11. Related parties |
17 |
| Signatures | 18 |
Management report
Brief description
FON SE is a public company with many years of traditions on the capital market. The basic direction of the Company's activity is financial activity. As part of its financial services, the Company offers medium-term cash loans to business entities. FON SE has got also the wind farm.
In the reporting period, the Issuer generated revenues mainly from wind farm owned, loan activities i.e. interest on loans granted.
The Company is listed on the Warsaw Stock Exchange.
As at 31/03/2019 Patro Invest OÜ owns 23.333.263 shares representing 33.33% votes on general meeting of shareholders of FON SE SE indirectly. As at 31/03/2019 the biggest shareholder of Patro Invest OÜ is Damian Patrowicz by the time of compiling these financial statements.
The Company moved its registered office from Poland to Estonia effective as at 30/11/2018, therefore the Management Board decided to publish the interim report for the period 01/01/2018 – 30/11/2018 (published on 29/04/2019) and the current interim report contains 15 months, i.e. the period since 01/01/2018 to 31/03/2019.
| Business name: |
FON SE (until 19.04.2018 FON S.A.) |
|
|---|---|---|
| Address: | Narva mnt 5, 10117 Tallinn, Estonia (until 30.11.2018 Zygmunta Padlewskiego Street 18C, 09-402 Płock, Poland) |
|
| Commercial Registry no.: |
14617916 Äriregistri (until 30.11.2018 KRS:0000028913 NIP:5480075844 REGON:070009914) |
|
| Beginning of current financial year: |
01.01.2018 | |
| End of current financial year: |
30.06.2019 | |
| Beginning of interim period: |
01.01.2018 | |
| End of interim period: |
31.03.2019 | |
| Auditor: | Not appointed |
|
| Phone: | +48-796-118-929 | |
| E-mail: | [email protected] | |
| Internet homepage: |
http://www.fon-sa.pl/ |
The main business activity of FON SE is financial activity. As part of its financial services, the Company offers medium-term cash loans to business entities. FON SE has got also the wind farm.
List of important events which occurred in the reporting period
On 28/03/2018 the Management Board has decided to make the revaluation of the value of the Company's assets on 31/12/2017 at the balance sheet date. 27.000.000 Ethereum blockchain-based tokens called PATRO-ICO1 purchased by the Issuer from Patro Invest OU based in Tallinn have been updated by reducing their value in the amountof PLN 6.577.000,00.
On 18/04/2018 the Company settled the entire loan granted to the company TOP MARKA S.A. since 30/12/2013 in the amountof PLN 18.295.394,34. The Issuer settled the whole loan by settling the value of the property taken over in Poznań at ul. Kopanina 54/56 in the amountof the last public sale announcement, i.e. in the amount of PLN 25.000.000,00.
As a result of obtaining satisfaction of all claims of the Issuer against TOP MARKA S.A. under the Loan Agreement of 30/12/2013, the Issuer was obliged to transfer the surplus value of the collateral realized over the value of claims due to INVESTMENT FRIENDS SE as a mortgage creditor secured on real estate in Poznań at Kopanina Street 54/56. In addition, pursuant to the Agreementof 18/04/2018, the parties agreed that after making a payment of PLN 6.699.234,28 and provided that the Issuer granted additional security to the remainder claims INVESTMENT FRIENDS SE in Płock against TOP MARKA SA in the form of the Issuer's surety up to the amountof PLN 590.000,00. INVESTMENT FRIENDS SE in Płock filed a statement of consent for the cancellation of the mortgage from the property in Poznań atKopanina Street 54/56 up to PLN 15.000.000,00.
On 19/04/2018 the merger of the Issuer FON SPÓŁKA AKCYJNA with registered office in Płock with the company FON 1 Polska Akciováspolečnost with registered office in Ostrava in the Czech Republic was registered. As a result of this merger there was created FON SE with the share capital of EUR 7.700.000,00 which is divided into 70.000.000 shares with a nominal value of EUR 0,11.
On 24/04/2018 the Management Board of FON SE concluded with FON Zarządzanie Nieruchomościami Sp. z o.o. in Płock, an agreementunder which the Issuer, in exchange for a cash benefit in the amount of PLN 25.000.000,00, will exempt FON Zarządzanie Nieruchomościami Sp. z o.o. from the obligation to transfer back the ownership of the property in Poznań at ul. Kopanina 54/56.
On 24/04/2018 FON SE granted the company FON Zarządzanie Nieruchomościami Sp. z o.o. in Płock a cash loan in the amount of PLN 19.044.400,00 for the period up to 24/04/2021. The loan is subject to variable interest rate equal to WIBOR 1 month, increased by 4,5%. FON Zarządzanie Nieruchomościami Sp. z o.o. secured the return of the loan amount with real estate in Poznań at ul. Kopanina 54/56.
On 26/04/2018 The Management Board replaced 13.001.000 ordinary bearer shares of series B into 13.001.000 ordinary registered series B shares.
On 28/05/2018 the Management Board has decided to make the revaluation of the value of the Company's assets on 31/03/2018 at the balance sheet date. 27.000.000 Ethereum blockchain-based tokens called PATRO-ICO1 purchased by the Issuer from Patro Invest OU based in Tallinn have been updated by reducing their value in the amountof PLN 675.000,00.
On 26/08/2018 the Management Board has decided to make the revaluation of the value of the Company's assets on 30/06/2018 at the balance sheet date. 27.000.000 Ethereum blockchain-based tokens called PATRO-ICO1 purchased by the Issuer from Patro Invest OU based in Tallinn have been updated by reducing their value in the amountof PLN 225.000,00.
On 11/10/2018 the Issuer has concluded with the company PATRO INWESTYCJE Sp. z o.o. headquartered in Płock, a trust deed. The subject of the trusteeship agreement is the day-to-day management and administration of the Issuer's real estate and the procedure of searching for buyers and selling the Company's real estate. As part of the trust agreement, the Issuer transferred to PATRO INWESTYCJE Sp. z o.o. in Płock, the Company's rights to real estate,which comprise two undeveloped land properties located in Wisła (Śląskie Voivodeship), two land properties located in Zielona (Masovian Province) and the Company's share in perpetual usufruct of land and share in a compound on this land of building real estate located in Płock. Total estimated market value of the real estate subject to the Trust Agreement of 11/10/2018 PLN amountsto PLN 682.000,00. Securities have been established for the Issuer with the Agreement of 11/10/2018.
On 7/11/2018 the Issuer made a decision as a result of financial analysis based on received financial data of IFEA Sp. z o.o. about making on 30/09/2018 value revaluation in the Issuer's financial assets due to changes in
the value of owned 12.899 shares of IFEA Sp. z o.o. constituting 44,58% in the share capital, reducing their value by PLN 12.010 thousand.
On 16/11/2018 the Management Board has decided to make the revaluation of the value of the Company's assets on 30/09/2018 at the balance sheet date. 27.000.000 Ethereum blockchain-based tokens called PATRO-ICO1 purchased by the Issuer from Patro Invest OU based in Tallinn have been updated by reducing their value in the amountof PLN 450.000,00.
On 30/11/2018 the Management Board of FON SE informed that a register ofcommercial companies (Ariregister) relevant to the law of Estonia registered the transfer ofthe registered office of the Issuer to Estonia in accordance with the provisions of the Transfer Plan of 19/03/2018 and Resolutions of the General Meeting of Shareholders of 30/05/2018 and 19/11/2018.The new address of the Issuer is Tallinn, Estonia, Narva mnt 5, 10117.
On 18/03/2019 the Company has obtained licences for carrying on financial activities, including providing services related to trading of virtual currency which are considered to be legal tenders. The licences were issued by Estonian Financial Intelligence Unit and are registered under the following numbers: FRK000677 and FVR000776.
List of important events which occurred after the balance date
On 12/04/2019 the Management Board of FON SE headquartered in Tallinn concluded an agreementwith PATRO INVEST OÜ headquartered in Tallinn regarding redemption of owned 27.000.000 (twenty-seven million) of Ethereum blockchain-based tokens called PATRO-ICO1 (https://www.ethereum.org). Upon concluded agreement, the Parties decided that PATRO INVEST OÜ headquartered in Tallinn on 12/04/2019 redeems 27.000.000 Ethereum blockchain-based tokens for the total price PLN 2.467.800,00 with payment term up to 31/12/2019.
Shares
Since 27 May 1999, the shares of FON SE have been listed on the Warsaw Stock Exchange. FON SE has issued 70.000.000 registered shares, each with the book value of 0,11 EUR. The shares are freely transferable, no statutory restrictions apply.
The share, with a price of 0,19 PLN at the end of 2017, closed at 0,12 PLN at the end of November 2018.
The share, with a price of 0,12 PLN at the end of November 2018, closed at 0,0898 PLN at the end of March 2019.
| Shareholder | Number of shares |
% ownership |
Number of votes |
% votes |
|---|---|---|---|---|
| Patro Invest OÜ |
23.333.263 | 33,33% | 23.333.263 | 33,33% |
| Other | 46.666.737 | 66,67% | 46.666.737 | 66,67% |
| Total | 70.000.000 | 100% | 70.000.000 | 100% |
The list of direct shareholders with over 5% holdings as at 31/03/2019:
Management
The Management Board of FON SE has one member – Damian Patrowicz. The Members of the Supervisory Board of FON SE delegated Damian Patrowicz as a Member of Supervisory Board to perform the duties of Chairman of FON SE until 29/06/2018. On 05/07/2018 Damian Patrowicz was appointed by the Supervisory Board as the Chairman of the Management Board.
The law, the articles of association, decisions and goals stated by the shareholders and the Supervisory Board are followed in the managing the company.
| Ratios | 31.03.2019 | 30.11.2018 |
|---|---|---|
| Assets | 10.454.158 EUR |
45.116.000 PLN |
| Return on assets (ROA) |
18,27% | -17,75% |
| Equity | 10.430.109 EUR |
44.979.000 PLN |
| Return on equity (ROE) |
-18,32% | -17,80% |
| Debt ratio |
0,2% | 0.30% |
| Net loss |
-1.910.324 EUR |
-8.010.000 PLN |
| Shares (31.03.2019) |
31.03.2019 | 30.11.2018 |
|---|---|---|
| Price per share |
0.0898 PLN |
0.12 PLN |
| Profit per share |
-0,03 EUR |
-0.11 PLN |
| Book value per share |
0,15 EUR |
0.64 PLN |
| Current liquidity ratio |
35,34 | 49,35 |
Description of main risks
Risk management objectives and principles
The main types of risks resulting from financialinstruments of the Company include: interest rate risk, liquidity risk, credit risk and risk related to financial securities. The Management Board isresponsible for establishment of risk management in the Company and supervision of its observance. The principles of risk management aim at identification and analysis of risks the Company is exposed to, setting out proper limits and control, as well as monitoring of the risks and compliance with the limits.
Credit risk
Credit risk refers to the risk of financial loss in case of a borroweror the other part of the contract defaults on its contractual obligations. Credit risk is connected mainly with receivables. Exposure of the Company on credit risk derives mainly from individual features of every customer. The Company continuously monitors its receivables. The Company prepares write-offs due to impairmentwhich corresponds to estimated value of incurred losses on trade receivables, other receivables and investments. The aim of applied by the Company credit policy is maintenance of high and safe level of financial liquidity, timely regulation of payables toward suppliers and minimisation of costs related to bank payables handling. Minimisation of use of bank credits and financial costs connected to them is also obtained via proper policy of payables and receivables management toward suppliers and recipients. The aim of this policy is to agree such timeframes of payments which allow the Company to use trade credit and meet prescribed payment deadlines, at the same time.
Liquidity risk
The process of liquidity risk management is based on monitoring of anticipated cash flows, and then matching maturities of assets and liabilities, analysis of working capital and maintenance of access to various kinds of financial sources. The Company's aim is to maintain a balance between continuity and flexibility of financing by use of financing sources such as: loan, bank credit, financial lease agreements.
Risk of shares price's fluctuations and limited liquidity
Immanent feature of market trading are shares' price fluctuations and short-term fluctuations of turnover. It might result in possible sale or purchase of the qualifying holding of the Issuer's shares will be connected with a necessity to accept significantly less favourable price than the reference price. The Issuer can not also exclude significant, temporary limitations of liquidity which may significantly hamper sales or purchase of the Issuer's shares,
Risk connected to links between members of the Issuer's corporate bodies
There are interpretations indicating the possibility of risks based on negative influence of links between members of the governing bodies of the Company on their decisions. It refers especially to influence of these
FON SE
links on the Supervisory Board of the Issuer with regard to supervision of ongoing activities ofthe Company. While estimating the possibility of such risk occurance, it should be taken into consideration that supervising bodies are under control of the other governing body - General Meeting, and it is in the interest of the Supervisory Board member to fulfil their duties in reliable and legal manner. Otherwise, the Supervisory Board members can be sanctioned by the General Meeting or they can be exposed to criminal liability due to act to detriment of the Company.
Risk connected with taken loan and given warranty
There isa risk of defaulting in paymentof the taken loan,and therefore a necessity for a lender to realize given warranty based on entry in the Company's real estate mortgage. The Company will make any reasonable actions in order to reduce this risk. However, because of significance and complexity of the organizational and legal changes, it is impossible to exclude occurance of unfavourable events.
Risk connected to change of the seat and article of association of the Issuer
While transferring the seat ofthe Company to Estonia, there isa risk related to effective adaptation of the Issuer to organizational and legal laws applicable in Estonia. These changes can temporary influence organizational effectiveness of the Issuer and risk of possible mistakes and errors in law interpretations, obligations of entities operating in Estonia, localand related to listing ofthe Company's shares on Warsaw Stock Exchange disclosure obligations,and their proper implementation by the Issuer can occur.
Risk related to shareholder structure
As at the date of preparing this financial statements 33,03% of the share capital and 33,03% of votes at the general meeting of the Issuer directly belongs to Patro Invest OU. Thereof, this Shareholder has significant influence on adopted by the generalmeeting resolutions.
Risk related to economic situation in Poland and Estonia
Economic situation and prosperity in Poland has significant influence on financial result obtained by all entities, including the Issuer. Development of companies investing in financial instruments and carrying out the financial activities is dependent mainly on circumstances of business activity. In case of transferring the Company's seat to Estonia, this risk will concern the new seat.
Management Board's declaration
The Management Board confirms the correctness and completeness of the unaudited interim report of FON SE for the period 01.01.2018 - 31.03.2019.
The Management Board confirms that to the best of their knowledge:
- the accounting policies and presentation of information applied in the preparation of the interim report are in compliance with International Financial Reporting Standards;
- the interim report presents a true and fair view of the financial position, the results of operations and cash flows of the Company;
- the management report presents true and fair view of significant events that took place during the accounting period and theirimpact to financial statements and includes the description of major risks and doubts;
- company is going concern.
Member ofthe Management Board Damian Patrowicz 30.04.2019
Financial report
| BALANCE SHEET |
31/03/2019 (unaudited) in thous. EUR |
30/11/2018 (unaudited) in thous. PLN |
31/12/2017 (audited) in thous. PLN |
|---|---|---|---|
| A SS E T S |
|||
| I. Fixed assets |
9 604 |
41 612 |
41 857 |
| Intangible assets (note 9) |
6 | 2 250 |
4 725 |
| Property, plant and equipment (note 8) |
216 | 1 008 |
1 383 |
| Long-term financial assets (notes 6,7) |
8 859 |
38 288 |
35 703 |
| Long-term accruals |
523 | 66 46 |
|
| II. Current assets |
850 | 3 504 |
23 335 |
| Inventory (note 4) |
293 | 1 287 |
1 291 |
| Short-term receivables (note 3,7) |
392 | 416 | 92 |
| Short-term financial assets |
0 | 1 628 |
21 581 |
| Cash and cash equivalents (note 2) |
165 | 164 | 363 |
| Short-term accruals |
0 | 9 8 |
|
| T O T A L A S S E T S |
10 454 |
45 116 |
65 192 |
| L I A B I L I T I E S |
|||
| I. Equity |
10 430 |
44 979 |
64 999 |
| Share capital (note 10) |
7 700 |
32 116 |
35 000 |
| Supplementary capital |
21 780 |
93 655 |
93 655 |
| Capital from merger of equities |
3 866 |
16 624 |
16 640 |
| Revaluation capital |
-10 726 |
-45 204 |
-33 210 |
| Other provisions |
3 716 |
15 980 |
13 096 |
| Losses from previous years and the current year |
-15 906 |
-68 192 |
-60 182 |
| II. Long-term liabilities |
0 | 66 45 |
|
| Deferred income tax provision |
0 | 66 45 |
|
| III. Short-term liabilities |
24 | 71 148 |
|
| Trade liabilities |
22 | 25 107 |
|
| Other liabilities |
2 | 36 21 |
|
| Reserves for liabilities |
0 | 10 20 |
|
| T O T A L L I A B I L IT I E S |
10 454 |
45 116 |
65 192 |
| Book value |
10 430 |
44 979 |
64 999 |
| Number of shares |
70 000 000 |
70 000 000 |
70 000 000 |
| Book value per share |
0,15EUR | 0,64PLN | 0,93PLN |
| Diluted number of shares |
70 000 000 |
70 000 000 |
70 000 000 |
| Diluted book value per share |
0,15EUR | 0,64PLN | 0,93PLN |
| INCOME STATEMENT |
1/01/2018 – 31/03/2019 (unaudited) in thous. EUR |
1/10/2018 – 30/11/2018 (unaudited) in thous. PLN |
1/01/2018 - 30/11/2018 (unaudited) in thous. PLN |
1/01/2017 – 31/12/2017 (audited) in thous. PLN |
|---|---|---|---|---|
| I.Revenue from sales of products, goods and materials |
483 | 843 | 1 921 |
2 444 |
| II.Cost of products,goods and materials sold |
62 | 109 | 226 | 594 |
| III.Gross profit on sales |
421 | 734 | 1 695 |
1 850 |
| IV.General management costs |
187 | 258 | 573 | 847 |
| V.Other operating revenues |
12 | 26 | 50 | 33 |
| VI.Other operating costs |
650 | 881 | 2 718 |
6 838 |
| VII.Loss on operating activities |
-405 | -379 | -1 546 |
-5 818 |
| VIII.Financial revenues |
7 | 21 | 29 | 1 |
| IX.Financial costs |
1 512 |
5 308 |
6 477 |
855 |
| X.Pre-tax profit |
-1 910 |
-5 666 |
-7 994 |
-6 673 |
| XI.Income tax |
0 | -6 | 16 | -603 |
| XII.Net loss |
-1 910 |
-5 660 |
-8 010 |
-6 070 |
| The weighted average number of ordinary shares |
70 000 000 |
49 226 027 |
||
| Loss per one ordinary share (in PLN) |
-0,11 | -0,12 | ||
| The weighted diluted average number of ordinary shares |
70 000 000 |
49 226 027 |
||
| Diluted loss perone ordinary share (in PLN) |
-0,11 | -0,12 |
| CHANGES IN EQUITY |
01/01/2018- 01/01/2018– 31/03/2019 30/11/2018 in thous. in thous. EUR PLN |
01/01/2017– 31/12/2017 in thous. PLN |
|||
|---|---|---|---|---|---|
| Opening balance ofequity |
15 116 |
64 999 |
65 694 |
||
| Opening balance of share capital |
8 140 |
35 000 |
76 000 |
||
| Increase due to issue of shares |
0 | 0 | 11 250 |
||
| Reduction due to reduction of share capital |
the 440 |
2 884 |
52 250 |
||
| Closing balance of share capital |
7 700 |
32 116 |
35 000 |
||
| Opening balance of supplementary capital |
21 780 |
93 655 |
58 045 |
||
| Increase due to reduction of nominal value of shares |
the 0 |
0 | 52 250 |
||
| Closing balance of supplementary capital |
21 780 |
93 655 |
110 295 |
||
| Opening balance of revaluation capital |
-7 723 |
-33 210 |
-27 335 |
||
| Reduction in the valuation of financial assets |
2 789 |
11 994 |
5 875 |
||
| Closing balance of capital from revaluation |
-10 513 |
-45 204 |
-33 210 |
||
| Opening balance of capital from merger of entities |
3 870 |
16 640 |
0 | ||
| Reduction due to merger |
217 | 16 | 0 | ||
| Closing balance of capital from merger of entities |
3 652 |
16 624 |
0 | ||
| Opening balance of other reserve capital |
3 046 |
13 096 |
13 096 |
||
| Increase due to reduction of share capital |
the 671 |
2 884 |
0 | ||
| Closing balance of other reserve capital |
3 716 |
15 980 |
13 096 |
||
| Opening balance of retained profit/not settled loss of previous years |
-13 996 |
-60 182 |
-54 112 |
||
| Decrease due to loss for the reporting period |
1 910 |
3 625 |
6 070 |
||
| Closing balance of retained profit/not settled loss of previous years |
-15 906 |
-63 807 |
-60 182 |
||
| Closing balance of equity |
10 430 |
49 364 |
64 999 |
Note 1. Accounting policies
General information
The interim financial report for 15 months (01.01.2018 - 31.03.2019) of FON SE has been prepared in accordance with the International Financial Reporting Standards (IFRS)adopted in the European Union.
The company belongs to the small business category. The interim report is compiled completely
according to the regulations introduced for middle-sized companies.The financial statements have been prepared in euros, though the bookkeeping has been kept in Polish currency (PLN).
Changes in accounting policies or presentation of information
The company moved its registered office from Poland to Estonia effective as at 30.11.2018, therefore the Management Board decided to publish the interim report for the period 01.01.2018 – 30.11.2018 in PLN and according to IFRS. This interim report contains 15 months and iscompiled in accordance with International Financial Reporting Standards (IFRS) adopted in the European Union. The exceptions are informations presented in notes to this financial statement which were prepared for the period of 4 months (i.e. for the period from 12/12/2018to 31/03/2019).
The presentation of the financial statements complies with the requirements of IAS 34 "Interim Financial Reporting" with the exception that similar comparative data for the previous period have been omitted. The reason for the omission isthe change of the Issuer's registered office on 30/11/2018 and adoption of resolution regarding change of financial year of the Company. As the result of these changes the current financial period lasts longerthan the previous financial year and reporting currency has changed (from PLN to EUR). Data for the period since January 2018 to March 2019 should be compared with the data for the whole 2017 with regard to the I quarter of2018. The accounting policies that have been used in the preparation of the interim report are the same as those used in the annual report for the year ended 31 December 2017.
Financial assets
Financial assets are cash, short-term financial investments, trade receivables and other current and non-current receivables.
Financial assets are initially recognized at cost, which isthe fair value of the consideration paid or received for the financial asset. The initial cost includes all transaction costs directly related to the financial asset.
Financial assets are removed from the balance sheet when the entity loses the right to receive cash flows from the financial asset or transfers the cash flows from the asset to a third party and from most of the risks and rewards of financial assets.
Purchases and sales of financial assets are consistently recognized on the value date, ie the date on which the entity becomes the owner ofthe financial asset or loses ownership of the financial asset sold.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and in the bank, demand deposits, short-term (less than 3-month redemption) bank deposit and money market fund units that do not have a significant market value risk.
Foreign currency transactions and assets and liabilities denominated in a foreign currency
The company's economic activities are in PLN. The company's accounts hava been kept also in PLN. Currency exchange rate is stable, fluctuations are small.
Transactions denominated in foreign currencies are recorded on the basis of the exchange rates of the European Central Bank at the date of the transaction. Foreign exchange gains and losses are recognized in the income statement as income and expenses for the period.
FON SE
Assets and liabilities have been translated into euros on the basis of the exchange rates of the European Central Bank at the balance sheet date.Income and expenses of the period are translated into euros on the basis of weighted average rate of PLN to EUR duringthe period 01.12.2018-31.03.2019.
Financial investments
Short-term financial investments in shares are valued in the balance sheet based on their fair value. The fair value is determined by the market value of the financial investment at the balance sheet date. Gains and losses arising from changes in value are recognized in the income statement of the period.
In cases where fair value cannot be estimated reliably, short-term financial investments are recognized in the balance sheet at their cost.
All long-term financial investments excluding held-to-maturity financial instruments are carried at fair value through the balance sheet. Gains and losses arising from changes in value are recognized in the income statement of the period.
Shares of subsidiaries and associates
Shares in affiliated companies and other securities acquired for a longer period than one year are recorded in the balance sheet as long-term financial investments.
All long-term financial investments excluding held-to-maturity financial instruments are carried at fair value through the balance sheet. Gains and losses arising from changes in value are recognized in the income statement of the period.
Long-term financial investments that an entity intends to hold to maturity are recognized in the balance sheet at amortized cost.
Receivables and prepayments
Accounts receivable are short-term receivables generated in the course of ordinary business. Accounts receivable are recorded atamortized cost (i.e. nominal value less possible write-off).
Accounts receivable are evaluated on an individual basis, if possible. If the evaluation of the receivables on an individual basis proves impossible, only the material receivables will be evaluated. Other receivables are evaluated as a set ofreceivables, considering the information available regarding the customer's previous debts. Collection of receivables, which have been previously expensed as doubtful receivables, are reported as an adjustment to doubtful receivables.
Plant, property and equipmentand intangible assets
Assets with an acquisition cost of over 1,000 euros and a useful life of over 1 year are recorded as property,plant and equipment in the balance sheet. Assets with a lower cost or shorter useful life are expensed when they are put into use and are accounted for off-balance sheet.
Intangible assets are accounted for and recognized in the balance sheet using the same principles applied to property, plant and equipment. A straight-line method isused to depreciate intangible assets.
Minimal acquisition cost 1 000
Useful life by assets group (years)
| Assets group name |
Useful life |
|---|---|
| Land | 100% |
| Buildings and constructions |
2,5% |
| Other tangibles assets |
6,7% |
| Intangible assets |
1,5% |
Provisions and contingent liabilities
The Company makes provisions for liabilities for which the timing or amount of realization isuncertain. The size and timing of the provision are based on estimates made by management or experts in the field.
The provision isrecognized when the enterprise has a legal or operational obligation prior to the balance sheet date, the provision islikely to be realized as a resource outflow (over 50%) and the amountof the provision can be reliably determined.
Expenses related to the realization of the provision are assessed at the balance sheet date and the amountof the provision isreassessed at each balance sheet date. If the provision islikely to be realized in more than one year, it is recognized at discounted present value. The discount rate isbased on the prevailing market interest rate for similar liabilities.
Contingent liabilities are those liabilities that have a probability of realization of less than 50% or the amount of which cannot be reliably estimated. Contingent liabilities are accounted for off-balance sheet.
Revenue recognition
Revenue from the sale of services is recognized based on the stage of completion method, revenue and profit from service provision are recognized pro rata over the same periods as the service cost.
Interest income isrecognized based on the internal interest rate of the asset. Dividend income is recognized when a corresponding claim arises.
Expense recognition
Expenses are recognized in the same period as the related income. Expenditure that is likely to be involved in generating economic benefits in subsequent periods is recognized as an assetat the time it is incurred and recognized as an expense in the period in which it generates economic benefits.
Related parties
An entity considers parties to be related if one party has control over the other party or has significant influence over the other party's business decisions. Related parties are:- Parent company (and owners of parentcompany);
- Subsidiaries and affiliates;
-
Other companies belonging to the same consolidation group;
-
The Company's Managing Director, Management Board and Supervisory Board, and non-controlling shareholders, unless such persons have no significant influence over the Company's business decisions. In
addition, related parties include close relatives ofthe persons described above and companies controlled by them or under their significant influence.
Assets whose realization isuncertain or the value of an asset cannot be reliably measured are classified as contingent assets. Contingent assets are accounted for off-balance sheet.
Note 2. Cash and cash equivalents (in EUR)
| 31/03/2019 | 30/11/2018 | ||
|---|---|---|---|
| Cash and money on accounts |
4 474 |
5 722 |
|
| Overnight deposit |
160 308 |
32 391 |
|
| Total cash and cash equivalents |
164 782 |
38 113 |
Note 3. Receivables and prepayments (in EUR)
| 31/03/2019 | Allocation by |
remaining maturity |
Note | ||
|---|---|---|---|---|---|
| Within 12 months |
1-5 years |
||||
| Accounts receivables |
12 414 |
12 414 |
|||
| Receivables from related parties |
14 625 |
14 625 |
|||
| Tax prepayments and receivables |
2 578 |
2 578 |
|||
| Other receivables |
4 742 388 |
361 554 |
4 380 834 |
||
| Loans receivables |
4 573 567 |
328 740 |
4 244 827 |
7 | |
| Interest receivables |
167 216 |
32 814 |
134 402 |
7 | |
| Accrued income |
1 605 |
1 605 |
|||
| Prepayments | 126 | 126 | |||
| Other paid prepayments |
126 | 126 | |||
| Deposit and other prepayments |
609 | 609 | |||
| Total receivables and prepayments |
4 772 740 |
391 906 |
4 380 834 |
| 30/11/2018 | Allocation by |
remaining maturity |
|||
|---|---|---|---|---|---|
| Within 12 monthes |
1-5 years |
Note | |||
| Accounts receivables |
33 519 |
33 519 |
|||
| Receivables from related parties |
61 000 |
61 000 |
|||
| Other receivables |
4 817 240 |
381 183 |
4 436 057 |
||
| Loans receivables |
4 646 670 |
345 328 |
4 301 342 |
||
| Interest receivables |
168 962 |
34 247 |
164 715 |
||
| Accrued income |
1 608 |
1 608 |
|||
| Prepayments | 2 070 |
2 070 |
|||
| Other paid prepayments |
2 070 |
2 070 |
|||
| Deposit and other prepayments |
1 641 |
1 641 |
|||
| Total receivables and prepayments |
4 915 470 |
479 413 |
Note 4. Inventories (in EUR)
| 31/03/2019 | |
|---|---|
| Merchandise | 293 292 |
| Total inventories |
293 292 |
On 11/10/2018 the Issuer has concluded with the company PATRO INWESTYCJE Sp. z o.o. headquartered in Płock, a trust deed. The subject of the trusteeship agreement is the day-to-day management and administration of the Issuer's real estate and the procedure of searching for buyers and selling the Company's real estate. As part of the trust agreement, the Issuer transferred to PATRO INWESTYCJE Sp. z o.o. in Płock, the Company's rights to real estate,which comprise two undeveloped land properties located in Wisła (Śląskie Voivodeship), two land properties located in Zielona (Masovian Province) and the Company's share in perpetual usufruct of land and share in a compound on this land of building real estate located in Płock.
Note 5. Shares of associate (in EUR)
| 30/11/2018 - 31/03/2019 |
|||||
|---|---|---|---|---|---|
| Associate's | Name of |
Country of |
Principal Ownership interest |
(%) | |
| registry code |
associate | incorporation | activity | 30/11/2018 | 31/03/2019 |
| IFEA Sp. z o.o. |
POLAND | 44,6% | 44,6% | ||
| IFERIA S.A. |
POLAND |
| Shares of associates, detailed information |
|||||
|---|---|---|---|---|---|
| Name of associate |
30/11/2018 | Profit (loss) by equity equity method |
Other changes |
31/03/2019 | |
| IFEA S.A. |
4 484 261 |
0 | -10 428 |
4 473 833 |
|
| IFERIA Sp. z o.o. |
4 465 |
0 | -10 | 4 455 |
|
| Total shares of associates, at end of previous period |
4 488 726 |
0 | 4 478 288 |
The changes in shares value during the year 2019 are due to currency fluctuations.
Note 6. Long-term financial investments (in EUR)
| Other | Total | |
|---|---|---|
| 30/11/2018 | 2 627 907 |
2 627 907 |
| 30/11/2018 | 2 627 907 |
2 627 907 |
| Other | Total | |
| 30/11/2018 | 2 627 907 |
2 627 907 |
| Profi (loss) from disposal and revaluation |
-2 104 651 |
-2 104 651 |
| 31/03/2019 | 523 256 |
523 256 |
| Carried at fair value |
523 256 |
523 256 |
Nota 7. Other receivables (in EUR)
| 31/03/2019 | Allocation by remaining maturity |
Interest rate |
Base | |||
|---|---|---|---|---|---|---|
| Within 12 months |
1-5 years |
currencies | Due date |
|||
| Loans receivables |
4 573 567 |
328 740 |
4 244 827 |
|||
| Patro Invest OÜ |
69 767 |
69 767 |
PLN | 31/12/2019 | ||
| Patro Invest Sp. z o.o. |
47 006 |
47 006 |
3% | PLN | 31/12/2019 | |
| Fly.pl Sp. z o.o. |
109 057 |
109 057 |
WIBOR 3M +1% |
PLN | 31/12/2019 | |
| AUTO KLUGE |
54 651 |
54 651 |
12,5% | PLN | 31/12/2019 | |
| Private person 1 |
45 248 |
45 248 |
9,9% | PLN | 31/12/2019 | |
| Private person 2 |
3 011 |
3 011 |
8% | PLN | 31/12/2019 | |
| Fon Zarządzanie Nieruchomościami Sp. z o.o. |
4 244 827 |
4 244 827 |
WIBOR 1M +4,5% |
PLN | 24/04/2021 | |
| Interest receivables |
167 216 |
32 814 |
134 402 |
|||
| Accrue income |
1 605 |
1 605 |
||||
| Other advances |
1 605 |
1 605 |
||||
| Total other receivables |
4 742 388 |
4 380 834 |
| Allocation by remaining maturity |
|||
|---|---|---|---|
| 30/11/2018 | Within 12 months |
1-5 years |
|
| Loan receivables |
4 646 670 |
345 328 |
4 301 342 |
| Interest receivables |
168 962 |
34 247 |
134 715 |
REPORT OF FON SE
INCLUDING CONDENSED FINANCIAL STATEMENT as at31 March 2019 and for 15 months ended 31 March 2019
Note 8. Property, plant and equipment(in EUR)
| Land | Equipment | Other machinery and equipment |
Total | |
|---|---|---|---|---|
| 30/11/2018 | ||||
| Carried at cost |
5 132 |
11 603 |
568 494 |
585 229 |
| Accumulated depreciation |
-2 127 |
-354 835 |
-356 962 |
|
| Residual cost |
5 132 |
9 476 |
213 659 |
228 267 |
| Depreciation | -97 | -12 640 |
-12 737 |
|
| 31/03/2019 | ||||
| Carried at cost |
5 132 |
11 603 |
568 494 |
585 229 |
| Accumulated depreciation |
-2 224 |
-367 475 |
-369 699 |
|
| Residual cost |
5 132 |
9 379 |
201 019 |
215 530 |
Note 9. Intangible assets (in EUR)
| Other intangible assets |
Total | |
|---|---|---|
| 30/11/2018 | ||
| Carried at cost |
7 002 |
7 002 |
| Accumulated depreciation |
-698 | -698 |
| Residual cost |
6 304 |
6 304 |
| Depreciation | -34 | -34 |
| 31/03/2019 | ||
| Carried at cost |
7 002 |
7 002 |
| Accumulated depreciation |
-732 | -732 |
| Residual cost |
6 270 |
6 270 |
Note 10. Share capital (in EUR)
| 31/03/2019 | 30/11/2018 | |
|---|---|---|
| Share capital |
7 700 000 |
7 700 000 |
| Number ofshares (pcs.) |
70 000 000 |
70 000 000 |
| Nominal value of shares |
0,11 | 0,11 |
Note 11. Related parties (in EUR)
| Name of accounting entity's parent company |
Patro Invest OÜ |
|---|---|
| Country where accounting entity's parent company is registered |
Estonia |
| 31/03/2019 | |
|---|---|
| Receivables | |
| Parent company |
69 767 |
| Management and higher supervisory body and |
|
| individuals with material ownership interest and |
14 625 |
| material influence of management |
|
| Close family members and entities under their |
|
| prevalent and material influence of management |
4 291 833 |
FON SE
| 30/11/2018 - 31/03/2019 |
Given loans |
Given loans repayments |
Interest rate |
Base currencies |
Due date |
|---|---|---|---|---|---|
| Parent company |
|||||
| Patro Invest OÜ |
69 767 |
||||
| Legal person with material ownership interest |
|||||
| Patro Invest Sp. z o.o. |
188 866 |
141 860 |
3% | PLN | 31/12/2019 |
| Fon Zarządzanie Nieruchomościami Sp. z o.o. |
4 244 827 |
WIBOR 1M+4,5% |
PLN | 24/04/2021 |
| 30/11/2018 - 31/03/2019 |
01/01/2018 - 30/11/2018 |
|||
|---|---|---|---|---|
| Purchases | Purchases | Sales | ||
| Close family members and entities under their prevalent and material influence of management |
5 396 |
5 361 |
24 009 |
Signatures:
Damian Patrowicz Członek Zarządu 30.04.2019