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Fon SE Interim / Quarterly Report 2018
5618_rns_2019-04-29_a4fd9b02-b34d-4b67-874c-e78df4b0c237.pdf
Interim / Quarterly Report
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REPORT
OF FON SE
INCLUDING CONDENSED
FINANCIAL STATEMENT
as at 30 November 2018 and for 11months ended 30 November 2018
PREPARED IN COMPILANCE WITH
INTERNATIONAL FINANCIAL REPORTING STANDARDS
UNAUDITED
Tallinn, 29 April 2019
| Note 1 Accounting Principles Followed upon Preparation of the Interim Accounts |
17 |
|---|---|
| Note 2 Intangible assets17 |
|
| Note 3 Short-term financial assets18 |
|
| Note 4 Short-term receivables19 |
|
| Note 5 Long-term financial assets19 |
|
| Note 6 Short term liabilities20 |
|
| Note 7 Related party transactions |
20 |
| Note 8 Revenue and costs by segments |
21 |
| Note 9 Selected financial data of the financial statements in PLN and EUR22 |
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 Issuergenerated 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 30.11.2018 Patro Invest OÜ owns 23.123.763 shares representing 33.03% votes on general meeting of shareholders of FON SE SE indirectly. As at 30.11.2018 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, and the next interim report will contain 4 months, i.e. the period from 01/12/2018 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 |
|
| ul. Zygmunta Padlewskiego 18C, 09-402 Płock, Polska) |
|
| 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: |
30.11.2018 |
| Auditor: | Not appointed |
| Phone: | +48-796-118-929 |
| E-mail: | [email protected] |
| Internet homepage: |
http://www.fon-sa.pl/ |
Management report
Overview of business areas
The main business activity of FON SE is financial activity. As part of its financial services, the Company offers medium-term cash loansto 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 amount of 6.577.000,00 zł.
On 18/04/2018 the Company settled the entire loan granted to the company TOP MARKA S.A. since 30/12/2013 in the amount of 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 amount of 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 Agreement of 18/04/2018, the parties agreed that after making a payment of PLN 6.699.234,28 and provided that the Issuer granted additionalsecurity to the remainder claims INVESTMENT FRIENDS SE in Płock against TOP MARKA SA in the form of the Issuer's surety up to the amount of 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 at Kopanina Street 54/56 up to PLN 15.000.000,00.
On 19/04/2018 the merger of the IssuerFON 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 agreement under 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 seriesB 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 amount of 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 amount of PLN 225.000,00.
On 11/10/2018 the Issuerhas 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 trustagreement, 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 amounts to PLN 682.000,00. Securities have been established for the Issuerwith 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 amount of 450.000,00 zł.
On 30/11/2018 the Management Board of FON SE informed that a register of commercial companies (Ariregister) relevant to the law of Estonia registered the transfer of the registered office of the Issuerto 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.
List of important events which occurred after the balance date
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 underthe following numbers: FRK000677 and FVR000776.
On 12/04/2019 the Management Board of FON SE headquartered in Tallinn conculed an agreement with 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.
Management
The law, the articles of association, decisions and goals stated by the shareholders and the Supervisory Board are followed in the managing the company.
Financial ratios
| Ratios | 30.11.2018 | 31.12.2017 |
|---|---|---|
| Total assets (PLN) |
45.116.000 | 65.192.000 |
| Return on assets |
-17,75% | -9,31% |
| Equity (PLN) |
44.979.000 | 64.999.000 |
| Return on equity |
-17,80% | -9,34% |
| Debt ratio |
0,30% | 0,30% |
| Net loss for the period (PLN) |
-8.010.000 | -6.070.000 |
| Shares (30.11.2018) |
30.11.2018 | 31.12.2017 |
|---|---|---|
| Closing price of the share (PLN) |
0.12 | 0.19 |
| Earnings per share (PLN) |
-0.11 | -0.09 |
| Price-to-earnings (PE) ratio |
-1.05 | -2.19 |
| Book value of the share (PLN) |
0.64 | 0.93 |
| Price-to-book ratio |
0.19 | 0.20 |
| Current liquidity ratio |
49,35 | 157,67 |
| Debt ratio of equity |
0,3% | 0,3% |
| Market capitalisation (PLN) |
8.400.000 | 13.300.000 |
Return on assets = net profit / total assets
Return on equity = net profit/ equity
Debt ratio = liabilities / total assets
Earnings per share = net profit/ number of shares
Price-to-earnings (PE) ratio = closing price of the share / earnings per share
Book value of the share = equity / number of shares
Price-to-book ratio=closing price of share / book value of share
the Market capitalisation = close price*number of shares
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 of2017, closed at 0,12 PLN at the end of November 2018.
The list of direct shareholders with over 5% holdings as at 30/11/2018:
| Shareholder | Number of shares |
% ownership |
Number of votes |
% votes |
|---|---|---|---|---|
| Patro Invest OÜ |
23.123.763 | 33,03 | 23.123.763 | 33,03 |
| Other | 46.876.237 | 66,97 | 46.876.237 | 66,97 |
| Total | 70.000.000 | 100,00 | 70.000.000 | 100,00 |
The structure of indirect shareholders as at 30/11/2018:
| Shareholder | Number of shares |
% ownership |
Number of votes |
% votes |
|---|---|---|---|---|
| Damian Patrowicz |
23.123.763 | 33,03 | 23.123.763 | 33,03 |
Personal costs
The average annual employment for the reporting period up to 31/12/2017 amounted to 2.0 of the employment contract. The average annual employment for the reporting period up to 30/11/2018 amounted to 1.8 of the employment contract.
| (in PLN thousand) |
30.11.2018 | 31.12.2017 |
|---|---|---|
| Management Board |
0 | 0 |
| Supervisory Board |
12 | 15 |
Description of main risks
Risk management objectives and principles
The main typesof risks resulting from financial instruments of the Company include: interest rate risk, liquidity risk, credit risk and risk related to financial securities. The Management Board is responsible for establishment of risk management in the Company and supervision of itsobservance. 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 compilance with the limits.
Credit risk
Credit risk reffers to the risk offinancial loss in case of a borrower or the other part of the contract deafults 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 writ-offs due to impairment which 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 receipients. The aim ofthis policyis 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 matchng maturities of assets and liabilities, analysis of working capial 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 finaincing sources such as: loan, bank credit, finiancial lease agreements.
Risk of shares price's fluctuations and limited liquidity
Immanent feature of market trading areshares's price fluctutations and short-term fluctuations of turnover. It might result in possible sale or purchase of the qualyfing holding of the Issuer's shares will be connected with a necessity to accept significantly less favourable price than the refernce price. The Issuercan 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 memebers 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 links on the Supervisory Board of the Issuer with regard to supervision of ongoing activities of the Company. While estimating the possibility of such risk occurence, it should be taken into
consideration that supervising bodies are under control of the other governing body - General Meeting, and it is in the inerest of the Supervisory Board member to fulfill 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 dut to act to detriment of the Company.
Risk connected with taken loan and given warranty
There is a risk of deafulting in payment of the taken loan, and therefore a necessity for a lender to realize given waranty 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 czahnges, it is impossible to exclude occurnace of unfavourable events.
Risk connected to change of the seat and article of association of the Issuer
While transferring the seat of the Company to Estonia, there is a risk related to effective adaptation of the Issuer to organizational and legal laws applicable in Estonia. These changes can temporary influence organizational effectivness of the Issuer and risk of possible mistakes and errors in law interpretations, obligations of entities operating in Estonia, loacal and related to listing of the Company's shares on Warsaw Stock Exchange disclosure obligations, and their proper implementation by the Issuer can occure.
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 Issuerdirectly belongs to Patro Invest OU. Thereof, this Shareholdder has significant influence on adopted by the general meeting resolutions.
Risk related to econimic situation in Poland and Estonia
Econimic situation and prosperity in Poland has significant influence on financial result obtained by all entitines, including the Issuer. Development of companies investing in financial instruments and carrying out the financial activities is dependent mainly on circumnstances of business activity. In case of transferring the Company's seat to Estonia, this risk will concern the new seat.
Management and Supervisory Boards and Auditor
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 Supervisory Board of FON SE in the reporting period was as following: Wojciech Hetkowski, Małgorzata Patrowicz, Martyna Patrowicz, Jacek Koralewski, Mariusz Patrowicz (the Member since 4/07/2018), Damian Patrowicz (the Member until 4/07/2018).
On 11/01/2019 Mariusz Patrowicz submitted the resignation from the position of a Member of the Issuer's Supervisory Board.
The Auditor was not appointed as at 30/11/2018.
Interim report
Management Board's declaration
The Management Board confirms the correctness and completeness of the unaudited interim report of FON SE for the 11 months of 2018.
The Management Board confirms that to the best oftheir knowledge:
-
- the accounting policies and presentation of information applied in the preparation of the interim report are in compliance with International Financial Reporting Standards (IFRS) as adopted in the European Union;
-
- 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 their impact to financial statements and includes the description of major risks and doubts;
-
- company is going concern.
Member of the Management Board
Damian Patrowicz
29.04.2019
Balance
| INTERIM BALANCE SHEET STATEMENT (in PLN thousand) |
30.11.2018 (unaudited) |
31.12.2017 (audited) |
|---|---|---|
| A s s e t s |
||
| I. Fixed assets |
41 612 |
41 857 |
| Intangible assets (note 2) |
2 250 |
4 725 |
| Property, plant and equipment |
1 008 |
1 383 |
| Long-term financial assets (note 3) |
38 288 |
35 703 |
| Long-term accurals |
66 | 46 |
| II. Current assets |
3 504 |
23 335 |
| Inventory | 1 287 |
1 291 |
| Short-term receivables (note 4) |
416 | 92 |
| Short-term financial assets (note 5) |
1 628 |
21 581 |
| Cash and cash equivalents |
164 | 363 |
| Short-term accurals |
9 | 8 |
| T ot a l a s s e t s |
45 116 |
65 192 |
| L i a b i l i t i e s |
||
| I. Equity |
44 979 |
64 999 |
| Share capital |
32 116 |
35 000 |
| Supplementary capital |
93 655 |
93 655 |
| Capital from merger of entities |
16 624 |
16 640 |
| Revaluation capital |
-45 204 |
-33 210 |
| Other provisions |
15 980 |
13 096 |
| Losses from previous years and the current year |
-68 192 |
-60 182 |
| II. Long-term liabilities |
66 | 45 |
| Deferred income tax provision |
66 | 45 |
| III. Short-term liabilities (note 6) |
71 | 148 |
| Trade liabilities |
25 | 107 |
| Other liabilities |
36 | 21 |
| Reserves for liabilities |
10 | 20 |
| T ot a l l i a b i l i t i e s |
45 116 |
65 192 |
| Book value |
44 979 |
64 999 |
| Number of shares |
70 000 000 |
70 000 000 |
| Book value per share (PLN) |
0,64 | 0,93 |
| Diluted number of shares |
70 000 000 |
70 000 000 |
| Diluted book value per share (PLN) |
0,64 | 0,93 |
Income statement
| INCOME STATEMENT (in PLN thousand) |
1.10.2018 – 30.11.2018 (unaudited) |
1.01.2018 - 30.11.2018 (unaudited) |
1.01.2017 – 31.12.2017 (audited) |
|---|---|---|---|
| I. Revenue from sales of products, goods and materials |
843 | 1 921 |
2 444 |
| II. Cost of products,goods and materials sold |
109 | 226 | 594 |
| III. Gross profit on sales |
734 | 1 695 |
1 850 |
| IV. General management costs |
258 | 573 | 847 |
| V. Other operating revenues |
26 | 50 | 33 |
| VI. Other operating costs |
881 | 2 718 |
6 838 |
| VII. Loss on operating activities |
-379 | -1 546 |
-5 818 |
| VIII.Financial revenues |
21 | 29 | 1 |
| IX. Financial costs |
5 308 |
6 477 |
855 |
| X. Pre-tax profit |
-5 666 |
-7 994 |
-6 673 |
| XI. Income tax |
-6 | 16 | -603 |
| XII. Net loss |
-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 weghted diluted average number of ordinary shares |
70 000 000 |
49 226 027 |
|
| Diluted loss per one ordinary share (in PLN) |
-0,11 | -0,12 |
Cash flow statement
| INTERIM CASH FLOW STATEMENT (in PLN thousand) |
1.01.2018 - 30.11.2018 (unaudited) |
1.01.2017 – 30.12.2017 (audited) |
|---|---|---|
| Operating activities |
||
| I. Gross profit (loss) |
-7 994 |
-6 673 |
| II. Total adjustments |
25 876 |
6 388 |
| Depreciation | 205 | 221 |
| Exchange gains (losses) |
-8 | 8 |
| Interest and profit sharing (dividends) |
-1 732 |
-2 598 |
| Profit (loss) on investment activities |
9 016 |
7 503 |
| Change in reserves |
-1 | -578 |
| Change in inventories |
4 | 515 |
| Change in receivables |
-242 | 44 |
| Change in liabilities |
-65 | 59 |
| Change in accruals |
-10 | 576 |
| Other adjustments* |
18 709 |
638 |
| I. Net cash flow from operating activities |
17 882 |
-285 |
| Investment activities |
||
| I. Inflows from investment activities |
929 | 6 841 |
| Disposal of financial assets |
300 | 667 |
| Received repayments of the loans |
284 | 1 597 |
| Received interest |
345 | 4 577 |
| II. Outflows from investment activities |
19 010 |
17 577 |
| Acquisition of intangible assets and property, plant and equipment |
0 | 11 383 |
| Expenses for purchasing of financial assets |
0 | 1 456 |
| Loans granted |
19 010 |
4 738 |
| II. Net cash flow from investment activities |
-18 081 |
-10 736 |
| Financial activities |
||
| I. Inflows from financial activities |
0 | 11 250 |
| Net inflows from the issue of shares and other capital instruments and capital contributions |
0 | 11 250 |
| II. Outflows from financial activities |
0 | 0 |
| III. Net cash flow from financial activities |
0 | 11 250 |
| Total net cash flow (I+/-II+/-III) |
-199 | 229 |
| Balance sheet change in cash |
-199 | 229 |
| Cash opening balance |
363 | 134 |
| Cash closing balance |
164 | 363 |
* Other adjustments result from the merger of entities and loan compensation to TOP MARKA S.A
Condensed interim statement of changes in equity
| CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY (in PLN thousand) |
01.01.2018 – 30.11.2018 |
01.01.2017 – 31.12.2017 |
|---|---|---|
| Opening balance of equity |
64 999 |
65 694 |
| Opening balance of share capital |
35 000 |
76 000 |
| Increase due to issue of shares |
0 | 11 250 |
| Reduction due to reduction of the share capital |
2 884 |
52 250 |
| Closing balance of share capital |
32 116 |
35 000 |
| Opening balance of supplementary capital |
93 655 |
58 045 |
| Increase due to reduction of the nominal value of shares |
0 | 52 250 |
| Closing balance of supplementary capital |
93 655 |
110 295 |
| Opening balance of revaluation capital |
-33 210 |
-27 335 |
| Reduction in the valuation of financial assets |
11 994 |
5 875 |
| Closing balance of capital from revaluation |
-45 204 |
-33 210 |
| Opening balance of capital from merger of entities |
16 640 |
0 |
| Reduction due to merger |
16 | 0 |
| Closing balance of capital from merger of entities |
16 624 |
0 |
| Opening balance of other reserve capital |
13 096 |
13 096 |
| Increase due to reduction of the share capital |
2 884 |
0 |
| Closing balance of other reserve capital |
15 980 |
13 096 |
| Opening balance of retained profit/not settled loss of previous years |
-60 182 |
-54 112 |
| Decrease due to loss for the reporting period |
3 625 |
6 070 |
| Closing balance of retained profit/not settled loss of previous years |
-63 807 |
-60 182 |
| Closing balance of equity |
49 364 |
64 999 |
Notes to the interim report for 11 months 2018
Note 1 Accounting Principles Followed upon Preparation of the Interim Accounts
General Information
The Company's main area of operations is financial activity, i.e. interest on loans granted and interest on funds deposited on bank accounts and deposits. The company also generates revenues from its wind farms.
Bases for Preparation
The accounting policies used for preparing the interim report of FON SE for 11 months of 2018 are in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union. 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 is the change of the Issuer's registered office on 30/11/2018. Data for the period since January to November 2018 should be compared with the data for the whole 2017. Interim financial statements should be read together with the annual report of last year. The accounting policies that haove 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.
The financial statements have been prepared in PLN (PLN), and selected data in note 9 in (EUR).
Management estimates that FON SE is a going concern and the Company's interim report for 11 months of 2018 presents a true and fair view of the financial position, the results of operations and the cash flowsof FON SE. This interim report has not been audited.
Note 2 Intangible assets
| (in PLN thousand) |
30.11.2018 | 31.12.2017 |
|---|---|---|
| Intangible assets |
2 250 |
4 725 |
| Other intangible assets |
2 250 |
4 725 |
The company has intangible assets: 27.000.000 tokens based on the Ethereum blockchain named PATRO-ICO1. In the reporting period, a write-off due to impairment loss of PLN 2.475.000,00 was made. The total impairment loss cumulatively is PLN 9.050.000,00.
Note 3 Short-term investments
| SHORT-TERM | INVESTMENTS | DUE TO |
LOANS | AND | BORROWINGS | ||||
|---|---|---|---|---|---|---|---|---|---|
| Name of Company |
Head- quarters |
The value of LOAN |
The value of repay |
LOAN to |
Terms | Term of repayment |
Security | ||
| PLN | PLN | ||||||||
| Fly.pl sp. z o.o.* |
Warszawa | 125.000,00 | PLN | 139.475,72 | PLN | Wibor 3M+1% |
04.01.2017 | bill of exchange, declaration of submission to enforcement |
|
| Fly.pl sp. z o.o.* |
Warszawa | 650.000,00 | PLN | 711.664,52 | PLN | Wibor 3M+1% |
04.01.2017 | bill of exchange, declaration of submission to enforcement |
|
| Fly.pl sp. z o.o.* |
Warszawa | 84 336,15 |
PLN | 92.750,75 | PLN | Wibor 3M+1% |
04.01.2017 | bill of exchange |
|
| Fly.pl sp. z o.o.* |
Warszawa | 15 722,23 |
PLN | 17.147,09 | PLN | Wibor 3M+1% |
04.01.2017 | bill of exchange |
|
| Fly.pl sp. z o.o.* |
Warszawa | 120.000,00 | PLN | 130.790,92 | PLN | Wibor 3M+1% |
04.01.2017 | bill of exchange |
|
| Fly.pl sp. z o.o.* |
Warszawa | 380.000,00 | PLN | 414.282,87 | PLN | Wibor 3M+1% |
04.01.2017 | mortgage, bill of exchange, guarantee |
|
| Natural person |
Płock | 20.000,00 | PLN | 9.921,03 | PLN | 8% | 31.12.2016 | lack | |
| Top Marka S.A.** |
Płock | 12.000,00 | PLN | 14.514,70 | PLN | 10% | 30.09.2017 | lack | |
| Top Marka S.A.** |
Płock | 1.300,00 | PLN | 1.537,58 | PLN | 10% | 01.02.2017 | lack | |
| Auto Kluge |
Płock | 500.000,00 | PLN | 241.546,05 | PLN | 12,50% | 31.08.2016 | bill of exchange, declaration of submission to enforcement, assignment by way of security |
|
| Natural person |
Płock | 329.565,00 | PLN | 262.556,76 | PLN | 9,9% | 24.08.2017 | bill of exchange, assignment by way of security, declaration of submission to enforcement |
|
| Natural person |
Płock | 37.000,00 | PLN | 14.477,56 | PLN | 8% | 31.12.2017 | blank bill, pledge |
|
| Patro Invest sp. z o.o. |
Płock | 700.000,00 | PLN | 499.875,18 | PLN | 3% | 30.09.2019 | blank bill |
* The Company created a write-off for loans for TOP MARKA S.A. in the amount of PLN 16.052,29
* The Company created a write-off for loans for FLY.PL Sp. z o.o. in the amount of PLN 906.111,86
Note 4 Short-term receivables
| SHORT-TERM RECEIVABLES (in PLN thousand) |
30.11.2018 | 31.12.2017 |
|---|---|---|
| - for deliveries and services |
144 | 35 |
| - taxes, subsidies, customs duties, social and health insurance and other benefits |
4 | 27 |
| - other |
268 | 30 |
| Total short-term receivables |
416 | 92 |
| Write-offs of short-term receivables |
919 | 929 |
| TOTAL SHORT-TERM RECEIVABLES |
1 335 |
1 021 |
| CHANGE OF WRITE-OFFS OF SHORT-TERM RECEIVABLES |
30.11.2018 | 31.12.2017 |
| Opening balance |
929 | 942 |
| a) Increase |
10 | 0 |
| b) Decrease |
20 | 13 |
| - dissolution of write-offs in connection with payment |
20 | 13 |
| Closing balance |
919 | 929 |
Note 5 Long-term investments
Loans granted by FON SE as at 30/11/2018:
| LONG-TERM INVESTMENTS DUE TO LOANS AND BORROWINGS |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Company |
Head- quarters |
The value of LOAN |
The value of repay |
LOAN to |
Terms | Term of repayment |
Security | ||||
| PLN | PLN | ||||||||||
| Nowy Wiatr sp. z o.o.* |
Płock | 4.700.000,00 | PLN | 4.385.117,66 | PLN | 6,50% | 31.12.2019 | bill of exchange |
|||
| Fon Zarządzanie Nieruchomoś ciami sp. z o.o. |
Płock | 19.042.000,0 0 |
PLN | 19.151.964,4 8 |
PLN | WIBOR 1M+4,5% |
24.04.2021 | bill of exchange, mortgage |
* The Company created a write-off for loans for Nowy Wiatr Sp. z o.o. in the amount of PLN 4 385
117,66.
Note 6 Short-term liabilities
| SHORT-TERM LIABILITIES |
30.11.2018 | 31.12.2017 |
|---|---|---|
| a) Liabilities to related parties |
6 | 77 |
| - for deliveries and services |
6 | 77 |
| b) Liabilities to other entities |
55 | 51 |
| - for deliveries and services |
19 | 30 |
| - tax, customs, insurance and other liabilities |
25 | 21 |
| - other |
11 | 0 |
| TOTAL SHORT-TERM LIABILITIES |
61 | 128 |
Note 7 Related party transactions
| TRANSACTIONS WITH RELATED ENTITIES FOR 11 MONTHS 2018 (in PLN thousand) |
materials and goods products, of Sale |
interest from Revenues |
entities related from Purchases |
entities related for expenses Interest |
and deliveries services from Receivables |
receivables Other |
and deliveries services to due Liabilities |
related to liabilities party other and Loans |
|---|---|---|---|---|---|---|---|---|
| DAMF INVEST S.A. |
||||||||
| ATLANTIS SE |
2 | 1 | ||||||
| Refus sp. z o.o. in liquidation |
1 | |||||||
| RESBUD SE |
||||||||
| Investment Friends SE |
11 | 9 | ||||||
| Investment Friends CapitalSE |
11 | 4 | ||||||
| Elkop S.A. |
81 | 9 | 100 | |||||
| Fon Zarządzanie Nieruchomościami sp. z o.o. |
851 | 16 | 19 031 |
|||||
| Nowy Wiatr sp. z o.o. |
288 | 4 379 |
||||||
| Patro Invest sp. z o.o. |
4 | 500 | ||||||
| Patro Inwestycje sp. z o.o. |
5 | 5 | ||||||
| Total | 103 | 1 143 |
23 | 0 | 115 | 23 910 |
5 0 |
| TRANSACTIONS WITH RELATED ENTITIES AT 31.12.2017 (in PLN thousand) |
materials and goods products, of Sale |
interest from Revenues |
entities related from Purchases |
entities related for expenses Interest |
and deliveries services from Receivables |
receivables Other |
and deliveries services to due Liabilities |
related to liabilities par. other and Loans |
|---|---|---|---|---|---|---|---|---|
| DAMF INVEST S.A. |
20 | |||||||
| ATLANTIS S.A. |
19 | 28 | 10 | 43 | ||||
| Refus sp. z o.o. in liquidation |
||||||||
| RESBUD SE |
38 | |||||||
| Investment Friends SE |
10 | 1 | ||||||
| Investment Friends Capital SE |
11 | 4 | 1 | |||||
| Elkop S.A. |
35 | |||||||
| Fon Zarządzanie Nieruchomościami sp. z o.o. |
||||||||
| Nova Giełda Inwestycje sp. z o.o. |
843 | 830 | ||||||
| Nowy Wiatr sp. z o.o. |
3 | 4 092 |
||||||
| Total | 40 | 866 | 67 | 830 | 12 | 4 095 |
81 |
Note 8 Revenues and costs by segment
The Company had revenues in 2017 from three business segments – financial activity, sales energy and sale of plots.
| REVENUES AND COSTS BY SEGMENT for the reporting period 01.01.2017 – 31.12.2017 |
(in PLN thousand) |
SALE OF PLOTS |
ENERGY SALES |
FINANCIAL ACTIVITY |
OTHER REVENUES AND COSTS |
TOTAL | |
|---|---|---|---|---|---|---|---|
| I. | Segment revenues |
317 | 171 | 1 912 |
44 2 444 |
||
| II. | Segment costs |
355 | 239 | 0 | 0 594 |
The Company had revenues in the reporting period from two business segments – financial activity and sales energy.
| REVENUES AND COSTS BY SEGMENT for the reporting period 01.01.2018 – 30.11.2018 (in PLN thousand) |
SALE OF PLOTS |
ENERGY SALES |
FINANCIAL ACTIVITY |
OTHER REVENUES AND COSTS |
TOTAL | |
|---|---|---|---|---|---|---|
| I. | Segment revenues |
0 | 150 | 1 733 |
38 1 921 |
|
| II. | Segment costs |
0 | 217 | 0 | 9 226 |
The above revenues and costs constitute revenues from external customers. No sales transactions between segments took place in 2018.
Note 9 Selected financial data of the financial statements in PLN and EUR
| (in PLN thousand) |
(in EUR thousand) |
|||
|---|---|---|---|---|
| SELECTED FINANCIAL DATA |
01.01.2018 | 01.01.2017 | 01.01.2018 | 01.01.2017 |
| – 30.11.2018 |
– 31.12.2017 |
– 30.11.2018 |
– 31.12.2017 |
|
| Revenue from sales of products, goods and materials |
1 921 |
2 444 |
451 | 576 |
| Profit (loss) from operating activity |
-1 546 |
- 5 818 |
-363 | -1 371 |
| Gross profit (loss) |
-7 994 |
- 6 673 |
-1 874 |
-1 572 |
| Net profit (loss) |
-8 010 |
- 6 070 |
-1 878 |
-1 430 |
| Net cash flow from operating activity |
17 882 |
-285 | 4 194 |
-67 |
| Net cash flow from investment activity |
-18 081 |
-10736 | -4 240 |
-2 529 |
| Net cash flow from financial activity |
0 | 11 250 |
0 | 2 650 |
| Change in cash and cash equivalents |
-199 | 229 | -47 | 54 |
| Total assets |
45 116 |
65 192 |
10 516 |
15 630 |
| Long-term liabilities |
66 | 45 | 15 | 11 |
| Short-term liabilities |
71 | 148 | 17 | 35 |
| Equity | 44 979 |
64 999 |
10 484 |
15 584 |
| Share capital |
32 116 |
35 000 |
7 486 |
8 391 |
| Weighted average diluted number of shares |
70 000 000 |
49 226 027 |
70 000 000 |
49 226 027 |
| Profit (loss) per share (in PLN / EURO) |
-0,11 | -0,12 | -0,03 | -0,03 |
| Book value per one share (in PLN / EURO) |
0,64 | 0,93 | 0,15 | 0,22 |
Tallinn, 29 April 2019
Damian Patrowicz - Member of the Management Board