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GTC - Globe Trade Centre S.A. Interim / Quarterly Report 2017

May 15, 2017

5627_rns_2017-05-15_638ba1bc-2627-4c02-9d47-1fdd11873ec7.pdf

Interim / Quarterly Report

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CONSOLIDATED QUARTERLY REPORT OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017

Place and date of publication: Warsaw, 15 May 2017

GLOBE TRADE CENTRE S.A.

MANAGEMENT BOARD'S REPORT ON THE ACTIVITIES OF CAPITAL GROUP FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017

Table of content

Item 1. Introduction 4
Item 2. Selected financial data 6
Item 3. Presentation of the Group 8
Item 3.1. General information about the Group 8
Item 3.2. Structure of the Group 9
Item 3.3. Changes to the principal rules of the management of the Company and the Group 9
Item 4. Main events 9
Item 5. Operating and financial review 10
Item 5.1. General factors affecting operating and financial results 10
Item 5.2. Specific factors affecting financial and operating results 12
Item 5.3.Presentation of differences between achieved financial results and published forecasts 13
Item 5. 4. Statement of financial position 13
Item 5.4.1. Key items of the statement of financial position 13
Item 5.4.2. Financial position as of 31 March 2017 compared to 31 December 2016 14
Item 5.5. Consolidated income statement 15
Item 5.5.1. Key items of the consolidated income statement 15
Item 5.5.2. Comparison of financial results for the three-month period ended 31 March 2017
with the result for the corresponding period of 2016 17
Item 5. 6. Consolidated cash flow statement 18
Item 5.6.1. Key items from consolidated cash flow statement 18
Item 5.6.2. Cash flow analysis 19
Item 5.7. Future liquidity and capital resources 20
Item 6. Information on loans granted with a particular emphasis on related entities 20
Item 7. Information on granted and received guarantees with a particular emphasis on guarantees
granted to related entities 21
Item 8. Shareholders who, directly or indirectly, have substantial shareholding 21
Item 9. Shares in GTC held by members of the Management Board and the Supervisory Board 21
Item 10. Material transactions with related parties concluded on terms other than market terms 23
Item 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries the
total value of the liabilities or claims of which amount to at least 10% of the Group's equity 23

Item 1. Introduction

The GTC Group is a leading real estate investor and developer focusing on Poland and three capital cities in Eastern Europe. The GTC Group is operating in Poland, Romania, Hungary, Croatia, Serbia and Bulgaria. Additionally, it holds land in Ukraine through its subsidiary. The Group was established in 1994 and has been present in the real estate market since then.

The Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development and (iv) residential projects and landbank.

Since its establishment and as at 31 March 2017 the Group: (i) has developed 1.1 million sq. m of gross commercial space and approximately 300 thousand sq. m of residential space; (ii) has sold almost 500 thousand sq. m of gross commercial space in completed commercial properties and approximately 299 thousand sq. m of residential space; and (iii) has acquired approximately 90 thousand sq. m of commercial space in completed commercial properties.

As of 31 March 2017, the Group`s property portfolio comprised the following properties:

  • 35 completed commercial buildings, including 33 office buildings and two retail properties with a combined commercial space of approximately 549 thousand sq. m of GLA , of which the Group's proportional interest amounts to approximately 539 thousand sq. m of GLA;
  • two assets held for sale, including two assets in Bulgaria (Galleria Stara Zagora and Galleria Burgas)
  • five commercial projects under construction, including three office projects and two retail project with total NLA of approximately 154 thousand sq. m, of which the Group's proportional interest amounts to 154 thousand sq. m of NLA;
  • commercial landbank designated for future development;
  • one residential project under construction with four thousand sq. m area designated for residential use; and
  • residential projects and landbank designated for residential use.

The Group also holds a land plot in Ukraine through its subsidiary.

As of 31 March 2017, the book value of the Group's portfolio amounts to €1,680,682 with: (i) the Group's completed commercial properties accounting for 73% thereof; (ii) commercial properties under construction – 16%; (iii) a commercial landbank intended for future development– 6%; (iv) residential projects and landbank accounting for 1% and (v) assets held for sale – 4%. Based on the Group's assessment approximately 97% of the portfolio is core and remaining 3% is non-core assets, including non-core landplots and residential projects.

As of 31 March 2017, the Group's completed properties in its three most significant markets, i.e. Poland, Hungary and Romania, constitute 46%, 18% and 15% of the total book value of all completed properties.

Additionally, the Group manages third party assets, including: three office buildings in Warsaw, one office building in Katowice and five office buildings in Prague.

The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in WIG 30 and the Dow Jones STOXX Eastern Europe 300.

The Group's headquarters are located in Warsaw, at 17 Stycznia 45A.

In the Management Board's report references to the Company or GTC are to Globe Trade Centre S.A. and all references to the Group or the GTC Group are references to Globe Trade Centre S.A. and its consolidated subsidiaries. Expressions such as: "Shares" relate to the shares in Globe Trade Centre S.A., which were introduced to public trading on the Warsaw Stock Exchange in May 2004 and later and are marked under the PLGTC0000037 code and inward listed on Johannesburg Stock Exchange in August 2016 and are marked under the ISIN PLGTC0000037 code; "Bonds" refers to the bonds issued by Globe Trade Centre S.A. and introduced to alternative trading market and marked with the ISIN codes PLGTC0000144, PLGTC0000177, PLGTC0000219 PLGTC0000227 and PLGTC0000235 ; "the Report" refers to the consolidated quarterly report prepared pursuant to art. 87 of the Decree of the Finance Minister of 19 February 2009 on current and periodical information published by issuers of securities and conditions of qualifying as equivalent the information required by the provisions of law of a country not being a member state; "CEE" refers to the group of countries that are within the region of Central and Eastern Europe (Hungary, Poland); "SEE" refers to the group of countries that are within the region of South-eastern Europe (Bulgaria, Croatia, Romania and Serbia); "net rentable area", "NRA", or "net leasable area", "NLA" refer to the metric of the area of a given property as indicated by the real property appraisal experts for the purposes of the preparation of the relevant real property valuations. With respect to commercial properties, net leasable (rentable) area is all the leasable area of a property exclusive of non-leasable space, such as hallways, building foyers, and areas devoted to heating and air conditioning installations, elevators and other utility areas. The specific methods of calculation of NRA may vary among particular properties, which is due to different methodologies and standards applicable in the various geographic markets on which the Group operates; gross rentable area", "GRA", or "gross leasable area", "GLA" refer to the metric of the all the leasable area of a property multiplied by add-on-factor; "Commercial properties" refer to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties; "EUR", "€" or "euro" refers to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; "PLN" or "zloty" refers to the lawful currency of Poland; "JSE" refers to the Johannesburg Stock Exchange

Presentation of financial information

Unless indicated otherwise, the financial information presented in this Report was prepared pursuant to International Financial Reporting Standards ("IFRS") as approved for use in the European Union.

All the financial data in this Report is presented in euro and expressed in thousands unless indicated otherwise.

Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures show as totals in this Report may not be exact arithmetic aggregations of the figures that precede them.

Forward-looking statements

This Report contains forward-looking statements relating to future expectations regarding the Group's business, financial condition and results of operations. You can find these statements by looking for words such as "may", "will", "expect", "anticipate", "believe", "estimate" and similar words used in this Report. By their nature, forwardlooking statements are subject to numerous assumptions, risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by forward-looking statements. The Group cautions you not to place undue reliance on such statements, which speak only as of the date of this Report.

The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The Group does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Report.

The Group discloses important risk factors that could cause its actual results to differ materially from its expectations under Item 5. "Operating and financial review" in this quarterly report and under Item 3. "Key risk factors" in annual consolidated report for the twelve-month period ended 31 December 2016. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on behalf of the Group. When the Group indicates that an event, condition or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation and results of operations.

Item 2. Selected financial data

The following tables present the Group's selected historical financial data for the three-month periods ended 31 March 2017 and 2016. The historical financial data should be read in conjunction with Item 5. "Operating and Financial Review" and the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2017 (including the notes thereto). The Group has derived the financial data presented in accordance with IFRS from the reviewed unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2017.

Selected financial data presented in PLN is derived from the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2017 presented in accordance with IFRS and prepared in the Polish language and in Polish zloty as a presentation currency.

The reader is advised not to view such conversions as a representation that such zloty amounts actually represent such euro amounts, or could be or could have been converted into euro at the rates indicated or at any other rate.

For the three-month period ended
31 March
2017 2016
(in thousands) PLN PLN
Consolidated Income Statement
Revenues from operations 30,230 130,717 30,810 134,338
Cost of operations (8,325) (35,998) (9,409) (41,025)
Gross margin from operations 21,905 94,719 21,401 93,313
Selling expenses (453) (1,959) (627) (2,734)
Administrative expenses (2,642) (11,424) (2,694) (11,746)
Profit/(loss) from revaluation/impairment of assets,
net
24,424 103,064 7,436 31,740
Share of profit/(loss) in associates 184 796 (483) (2,106)
Financial income/(expense), net (6,490) (28,063) (6,281) (27,387)
Net profit / (loss) 32,095 136,310 16,339 70,643
Basic and diluted earnings per share (not in
thousands)
0.07 0.30 0.04 0.15
Weighted average number of issued ordinary
shares (not in thousands)
460,216,478 460,216,478 460,216,478 460,216,478
Consolidated Cash Flow Statement
Net cash from operating activities 19,973 86,366 17,606 76,767
Net cash used in investing activities (34,007) (150,189) (89,687) (391,054)
Net cash from/(used in) financing activities 19,956 86,291 20,824 94,638
Cash and cash equivalents at the end of the period 157,260 663,606 118,007 503,701
As at 31 March 2017 As at 31 December 2016
Consolidated statement of financial position
Investment property 1,495,918 6,312,475 1,501,770 6,643,830
Investment property landbank 103,261 435,741 102,905 455,252
Residential landbank and inventory 19,533 82,426 19,116 84,570
Cash and cash equivalents 157,260 663,606 149,812 662,768
Others 133,286 562,441 65,887 291,484
Total assets 1,909,258 8,056,689 1,839,490 8,137,904
Non-current liabilities 867,625 3,661,203 852,865 3,773,075
Current liabilities 199,454 841,655 196,302 868,439
Total Equity 822,317 3,470,017 790,323 3,496,390
Share capital 10,410 46,022 10,410 46,022

Item 3. Presentation of the Group

Item 3.1. General information about the Group

The GTC Group is a leading real estate investor and developer focusing on Poland and three capital cities in Eastern Europe. The GTC Group is operating in Poland, Romania, Hungary, Croatia, Serbia and Bulgaria. Additionally, it holds land in Ukraine through its subsidiary. The Group was established in 1994 and has been present in the real estate market since then.

The Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development and (iv) residential projects and landbank.

Since its establishment and as at 31 March 2017 the Group: (i) has developed one million sq. m of gross commercial space and approximately 300 thousand sq. m of residential space; (ii) has sold almost 500 thousand sq. m of gross commercial space in completed commercial properties and approximately 299 thousand sq. m of residential space; and (iii) has acquired approximately 90 thousand sq. m of commercial space in completed commercial properties.

As of 31 March 2017, the Group`s property portfolio comprised the following properties:

  • 35 completed commercial buildings, including 33 office buildings and two retail properties with a combined commercial space of approximately 549 thousand sq. m of GLA, of which the Group's proportional interest amounts to approximately 539 thousand sq. m of GLA;
  • two assets held for sale, including two assets in Bulgaria (Galleria Stara Zagora and Galleria Burgas)
  • five commercial projects under construction, including three office projects and two retail project with total NLA of approximately 154 thousand sq. m, of which the Group's proportional interest amounts to 154 thousand sq. m of NLA;
  • commercial landbank designated for future development;
  • one residential project under construction with four thousand sq. m area designated for residential use; and
  • residential projects and landbank designated for residential use.

The Group also holds a land plot in Ukraine through its subsidiary.

As of 31 March 2017, the book value of the Group's portfolio amounts to €1,680,682 with: (i) the Group's completed commercial properties accounting for 73% thereof; (ii) commercial properties under construction – 16%; (iii) a commercial landbank intended for future development– 6%; (iv) residential projects and landbank accounting for 1% and (v) assets held for sale – 4%. Based on the Group's assessment approximately 97% of the portfolio is core and remaining 3% is non-core assets, including non-core landplots and residential projects.

As of 31 March 2017, the Group's completed properties in its three most significant markets, i.e. Poland, Hungary and Romania, constitute 46%, 18% and 15% of the total book value of all completed properties.

Additionally, the Group manages third party assets, including: three office buildings in Warsaw, one office building in Katowice and five office buildings in Prague.

The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in WIG 30 and the Dow Jones STOXX Eastern Europe 300.

The Group's headquarters are located in Warsaw, at 17 Stycznia 45A.

Item 3.2. Structure of the Group

The structure of Globe Trade Centre S.A. Capital Group is presented in the Consolidated Financial Statements for the three-month period ended 31 March 2017 in Note 4 "Investment in subsidiaries, associates and joint ventures".

The following changes in structure of the Group occurred in the three-month period ended 31 March 2017:

  • GTC Nekretnine Jug. d.o.o was liquidated
  • Ana Tower Offices S.R.L. was sold
  • GTC Slovakia Real Estate s.r.o. was sold.

Item 3.3. Changes to the principal rules of the management of the Company and the Group

There were no changes to the principal rules of management of the Company and the Group.

Item 4. Main events

In January 2017, GTC SA issued three year Schuldschein loan in the total amount of €10,000. The loan bears a fixed 1-year coupon of 3.25% p.a (3.61% including tax), to be paid every six months.

In March 2017, GTC SA issued three-year euro denominated bonds in the total amount of €18,500.

In March 2017, the Group signed a refinancing loan agreement for Corius building, part of Aeropark Business Centre office complex

In March 2017, the Group has completed the third building of the FortyOne complex in Belgrade.

In April 2017, the Group signed preliminary agreement for the sale of Galleria Burgas and Galleria Stara Zagora in Bulgaria in line with its strategy to focus its investment on Poland and capital cities outside Poland. As of 31 March 2017, the assets and the related bank loan were presented as held for sale.

In the first quarter of 2017, the Group sold Ana Tower with gain recognized on the transaction in the amount of €186.

In the first quarter of 2017, the Group started Green Heart office project in Belgrade.

Events that took place after 31 March 2017:

On 1 May 2017, the Group purchased a subsidiary, which holds a land designated for office development in Budapest.

On 4 May 2017, the Group sold Galleria Burgas and Galleria Stara Zagora in Bulgaria.

Item 5. Operating and financial review

Item 5.1. General factors affecting operating and financial results

General factors affecting operating and financial results

The key factors affecting the Group's financial and operating results are discussed below. The Management believes that the following factors and important market trends have significantly affected the Group's results of operations since the end of period covered by the latest published audited financial statements, and the Group expects that such factors and trends will continue to have a significant impact on the Group's results of operations in the future.

Economic conditions in CEE and SEE

The Group's business results have been affected by the global financial crisis, which started in 2008/2009. The global crisis on the financial markets impacted the condition of many financial institutions, and governments were often forced to intervene on the capital markets on an unprecedented scale. Such turbulence resulted in businesses having restricted access to bank financing, an increase in interest rates charged on bank loans and a decrease in consumer spending with many tenants making requests for temporary or permanent rent reduction or downsizing of rental space. All these factors impacted the real estate market as well as resulted in a decrease in the value of real estate.

The crisis experienced by the financial markets slowed down the general economy in the countries, where the Group operates. The economic downturn in those countries resulted in reduced demand for property, growth of vacancy rates, and increased competition in the real estate market, which adversely affected the Group's ability to sell or let its completed projects at their expected yields and rates of return.

The reduced demand for property that, on the one hand, resulted in a drop in sales dynamics, and, on the other, an increase in vacancy rates and lower rent revenues from leased space, significantly impacted the results of operations of the Group. Specifically, the Group was forced to change some of its investment plans, for example numerous projects in Bulgaria, Romania and Croatia, as those projects did not meet the initially assumed returns targets. Additionally, the Group was not able to develop numerous plans in the countries where it operates.

Real estate market in CEE and SEE

The Group derives the majority of its revenue from operations from rental activities, including rental and service revenue. For the three-month period ended 31 March 2017 and for the three-month period ended 31 March 2016, the Group derived 73% and 67% of its revenues from operations as rental revenue, which greatly depends on the rental rates per sq. m and occupancy rates. The amount the Group can charge for rent largely depends on the property's location and condition and is influenced by local market trends and the state of local economies. The Group's revenue from rent is particularly affected by the delivery of new rent spaces, changes in vacancy rates and the Group's ability to implement rent increases. Rental income is also dependent upon the time of completion of the Group's development projects as well as on its ability to let such completed properties at favorable rent levels. Moreover, for the three-month period ended 31 March 2017 and for the three-month period ended 31 March 2016, the Group derived 26% and 21% of its revenues from operations as service revenue, which reflects certain costs the Group passes on to its tenants.

The vast majority of the Group's lease agreements are concluded in Euro and include a clause that provides for the full indexation of the rent linked to the European Index of Consumer Prices. When a lease is concluded in another currency, it is typically linked to the consumer price index of the relevant country of the currency.

To a certain extent, the Group's operational results are influenced by its ability to sell residential units, which for the three-month period ended 31 March 2017 and for the three-month period ended 31 March 2016, amounted for 1% and 12% of the Group's total revenues, respectively. The supply of new apartments in the different markets in which the Group operates and the demand on such markets affect apartment prices. The demand for apartments is further impacted by fluctuations in interest rates, the availability of credit and the mortgage market in general. For example, the Group's residential revenues decreased steadily over the last few years due to the slowdown in the sale of residential properties coupled with an increase in discounts which had to be granted to purchasers of the Group's apartments in order to facilitate sales as well as completion of sale of almost all residential projects in previous periods.

Real estate valuation

The Group's results of operations depend heavily on the fluctuation of the value of assets on the property markets. The Group revalues its investment properties at least twice per year. Any change in fair value of investment property is thereafter recognized as a gain or loss in the income statement.

The following three significant factors influence the valuation of the Group's properties: (i) the cash flow arising from operational performance, (ii) the expected rental rates and (iii) the capitalization rates that result from the interest rates in the market and the risk premiums applied to the Group's business.

The cash flow arising from operational performance is primarily determined by current gross rental income per square meter, vacancy rate trends, total portfolio size, maintenance and administrative expenses, and operating expenses. Expected rental values are determined predominantly by expected development of the macroeconomic indicators as GDP growth, disposable income, etc. as well as micro conditions such as new developments in the immediate neighborhood, competition, etc. Capitalization rates are influenced by prevailing interest rates and risk premium. In the absence of other changes when capitalization rates increase, market value decreases and vice versa. Small changes in one or some of these factors can have a considerable effect on the fair value of the Group's investment properties and on the results of its operations.

Moreover, the valuation of the Group's landbank additionally depends on among others the building rights and the expected timing of the projects. The value of landbank which is assessed using a comparative method is determined by referring to the market prices applied in transactions relating to similar properties.

The Group recognized net profit from revaluation and impairment of assets projects of €24,424 and €7,436 in the three-month period ended 31 March 2017 and for the three-month period ended 31 March 2016, respectively.

Impact of interest rate movements

Substantially all of the loans of the Group have a variable interest rate, mainly connected to EURIBOR. The part of bonds issued by the Company is denominated in PLN and bear interest connected to WIBOR. Increases in interest rates generally increase the Group's financing costs. As of 31 March 2017 and 31 December 2016 approximately 76% and 70% of the Group's loans were hedged or partially hedged. For example as at 31 December 2016, a 50bp change in Euribor rate would lead to €2,846 change in profit (loss) before tax. In addition, in an economic environment in which availability of financing is not scarce, demand for investment properties generally tends to increase when interest rates are low, which can lead to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, which can result in recognition of impairment that could negatively affect the Group's income.

Historically, EURIBOR rates have demonstrated significant volatility, changing from 1.343% as of 2 January 2012, through 0.188% as of 2 January 2013, to 0.280% as of 3 January 2014, 0.076% as of 2 January 2015 and –0.1320% as of 4 January 2016, -0.3180% as of 2 January 2017 (EURIBOR for three-month deposits).

Impact of foreign exchange rate movements

For the three-month period ended 31 March 2017 and for the three-month period ended 31 March 2016 a vast majority of the Group's revenues and costs were incurred or derived in euro. Nonetheless, the exchange rates against euro of the local currencies of the countries in which the Group operates are an important factor as the credit facilities that are obtained may be denominated in either euro or local currencies.

The Group reports its financial statements in euro, its operations, however, are based locally in Poland, Romania, Hungary, Croatia, Serbia, Bulgaria, and other countries. The Group receives the majority of its revenue from rent denominated in euro, however, it receives a certain portion of its income (including the proceeds from the sales of residential real estate) and incurs most of its costs (including the vast majority of its selling expenses and administrative expenses) in local currencies, including the Polish zloty, Bulgarian leva, Czech korunas, Croatian cunas, Hungarian forints, Romanian lei and Serbian dinars. In particular, the significant portion of the financial costs incurred by the Group includes: (i) the interest on the bonds issued by the Group in Polish zloty and (ii) the interest on the loan taken by the Group in Hungarian forints. The exchange rates between local currencies and euro have historically fluctuated.

The income tax expense (both actual and deferred) in the jurisdictions in which the Group conducts its operations is incurred in such local currencies. Consequently, such income tax expense was and may continue to be materially affected by foreign exchange rate movements.

Accordingly, the foreign exchange rate movements have a material impact on the Group's operations and financial results.

Availability of financing

In the CEE and SEE markets, real estate development companies, including the companies of the Group, usually finance their real estate projects with proceeds from bank loans, loans extended by their holding companies or the issuance of debt securities. The availability and cost of procuring financing are of material importance to the implementation of the Group's projects and for the Group's development prospects, as well as its ability to repay existing debt. Finally, the availability and cost of financing may impact the Group's sales dynamics and the Group's net profit.

In the past, the principal sources of financing for the Group's core business included, apart from proceeds from asset disposals, bank loans and proceeds from bonds issued by the Company.

Item 5.2. Specific factors affecting financial and operating results

In 2016, the Group acquired two office buildings in Bucharest (Premium Plaza and Premium Point); two office buildings in Poland: Neptun Office Center and Sterlinga Business Center, located in Gdansk and Lodz respectively; an SPV Artico Sp.z o.o. that develops an office building in Warsaw; shares in a Serbian company which owns a land in Belgrade and land in Sofia.

In 2016, the Group completed University Business Park B, office building in Łódź and FortyOne II, office building in Belgrade.

In 2016, the Group sold the Galerie Harfa shopping centre in Prague and the companies which holds Galleria Piatra Nemat and Galleria Arad shopping centers in Romania.

In January 2017, GTC SA issued three year Schuldschein loan in the total amount of €10,000. The loan bears a fixed 1-year coupon of 3.25% p.a (3.61% including tax), to be paid every six months.

In March 2017, GTC SA issued three-year euro denominated bonds in the total amount of €18,500.

In March 2017, the Group signed a refinancing loan agreement for Corius building, part of Aeropark Business Centre office complex

In March 2017, the Group has completed the third building of the FortyOne complex in Belgrade.

In April 2017 the Group signed preliminary agreement for the sale of Galleria Burgas and Galleria Stara Zagora in Bulgaria in line with its strategy to focus its investment on Poland and capital cities outside Poland. As of 31 March 2017, the assets and the related bank loan were presented as held for sale.

In the first quarter of 2017, the Group sold Ana Tower with gain recognized on the transaction in the amount of €186.

Item 5.3.Presentation of differences between achieved financial results and published forecasts

The Group did not present forecasts for first three months or full year 2017.

Item 5. 4. Statement of financial position

Item 5.4.1. Key items of the statement of financial position

Investment property

Investment properties that are owned by the Group comprise office and commercial space, including property under construction. Investment property can be split up into: (i) completed investment property; (ii) investment property under construction; and (iii) commercial landplots.

Residential landbank

The Group classifies its residential inventory as current or non-current assets based on their development stage within the business operating cycle. The normal operating cycle in most cases falls within a period of one to five years. The Group classifies residential inventory the development of which is planned to be commenced at least one year after the balance sheet date as residential landbank, which is part of its non-current assets.

Investment in associates and joint ventures

Investment in associates and joint ventures is accounted for pursuant to the equity method. Such investment is carried in the statement of financial position at cost plus post-acquisition changes in the Group's share of the net assets of the associate and joint ventures.

Assets held for sale

Assets held for sale comprise office or retail space and land plots that are designated for sale.

Inventory

Inventory relates to residential projects under construction and is stated at the lower of cost and net realisable value. Expenditures relating to the construction of a project are included in inventory.

The Group classifies its residential inventory as current or non-current assets based on their development stage within the business operating cycle. The normal operating cycle in most cases falls within a period of one to five years. Residential projects which are active are classified as current inventory.

Short-term deposits

Short-term and long-term deposits are restricted and can be used only for certain operating activities as determined by underlying contractual commitments.

Derivatives

Derivatives include instruments held by the Group that hedge the risk involved in the fluctuations of interest and currency rates. In relation to the instruments qualified as cash flow hedges, the portion of gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income and the ineffective portion is recognized in net profit or loss. The classification of hedges in the statement of financial position depends on their maturity. For derivatives that do not qualify for hedge accounting, any gain or losses arising from changes in fair value are recorded directly in net profit and loss for the year. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments.

Item 5.4.2. Financial position as of 31 March 2017 compared to 31 December 2016

Total assets increased by €72,107 (4%) to €1,911,597 as of 31 March 2017. This increase was mainly due to an continuation of the investment in Galeria Północna and completion of FortyOne III (office project in Belgrade).

Assets

The value of investment property and commercial landbank increased by an investment of €33,096 mainly into assets under construction such as Galeria Północna, Artico, White House, Fortyone III and Ada Mall, as well as revaluation gain mainly attributed to assets under construction. The increase was offset by. reclassification of Galleria Burags and Galleria Stara Zagora to assets held for sale (sold post balance sheet date). As a result the value of investment property and commercial landbank has shown a net decrease of €5,496 to €1,599,179, as of 31 March 2017 from €1,604,675 as of 31 December 2016.

The value of asset held for sale increase to €61,970 as of 31 March 2017 form €0 as of 31 December 2016, as a result of reclassification of Galleria Burgas and Galleria Stara Zagora following conclusion of preliminary sale agreement. Both assets were sold on 4 May 2017.

The value of VAT and other tax receivable increased by €4,340 to €21,729 as of 31 March 2017 from 17,389 as of 31 December 2016, mainly as a result of VAT related to the construction activity of Galeria Północna.

The value of cash and cash equivalents increased by €7,448 (5%) to €157,260 as of 31 March 2017 from €149,812 as of 31 December 2016, mainly as an outcome of the operation investment, and finance activity described herein.

Liabilities

The value of loans and bonds increased by €13,949 (2%) to €906,882 as of 31 March 2017 from €892,933 as of 31 December 2016. This increase comes mainly due to issue of bonds in amount of €18,496 and Schuldschein loan in the amount €10,000 as well as a drawdown of € 8,853 under Galeria Pólnocna loan facility. The increase was partially offset mainly by accelerated repayment of Galleria Stara Zagora loan in the amount of €6,900 and reclassification of loans related to Galleria Burgas shopping center in the amount of €19,862 to liability held for sale (fully repaid once shopping center was sold on 4 May 2017 ).

Liabilities held for sale increased to €19,862 as of 31 March 2017 from €0 as of 31 December 2016 as a result of reclassification of loan on Galleria Burags to liabilities held for sale.

Equity

Equity increased by €31,994 (27%) to €822,317 as of 31 March 2017 from €790,323 on 31 December 2016 mainly due to an increase in accumulated profit by €32,079 to €347,375 as of 31 March 2017.

Item 5.5. Consolidated income statement

Item 5.5.1. Key items of the consolidated income statement

Revenues from operations

Revenues from operations consist of:

  • rental income, which consists of monthly rental payments paid by tenants of the Group's investment properties for the office or retail space rented by such tenants. Rental income is recognized as income over the lease term;
  • service income, which comprises fees paid by the tenants of the Group's investment properties to cover the costs of the services provided by the Group in relation to their leases; and
  • residential revenue, which comprises proceeds from the sales of houses or apartments, which is recognized when such houses or apartments have been substantially constructed, accepted by the customer and a significant amount resulting from the sale agreement has been paid by the purchaser.

Cost of operations

Costs of operations consist of:

  • service costs, which consist of all the costs that are related to the management services provided to the individual tenants within the Group's properties — service costs should be covered by service income; and
  • residential costs, which comprise the costs that are related to the development of residential properties sold. The costs related to the development of residential properties incurred during the construction period are capitalized in inventory. Once income is recognized, the costs in respect of sold units are expensed.

Gross margin from operations

Gross margin from operations is equal to the revenues from operations less the cost of operations.

Selling expenses

Selling expenses include:

  • brokerage and similar fees incurred to originate the lease or sale of space;
  • marketing and advertising costs; and
  • payroll and related expenses directly related to leasing or sales personnel.

Administrative expenses

Administration expenses include:

  • payroll, management fees and other expenses that include the salaries of all employees that are not directly involved in sales or rental activities;
  • provisions made to account for the share-based incentive program that was granted to key management personnel;
  • costs related to the sale of investment properties;
  • costs of audit, valuations, legal and other advisors;
  • office expenses;
  • depreciation and amortization expenses include depreciation and amortization of the Group's property, plant and equipment; and
  • others.

Profit/(loss) from the revaluation/impairment of assets

Net valuation gains (loss) on investment property and investment properties under construction reflect the change in the fair value of investment properties and investment property under construction.

Financial income/(expense), net

Financial income includes interest on loans granted to associate companies and interest on bank deposits.

Financial expenses include interest on borrowings and deferred debt rising expenses. Borrowing costs are expensed in the period in which they are incurred, except for those that are directly attributable to construction. In such a case, borrowing costs are capitalized as part of the cost of the asset. Borrowing costs include interest and foreign exchange differences.

Additionally, financial income or expenses include settlement of financial assets and gain or losses arising from changes in fair value of derivatives that do not qualify for hedge accounting.

Taxation

Income tax on profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantially enacted as of the balance sheet date and any adjustments to tax payable in respect of previous years. Generally, the Group disposes of property holding companies rather than the real estate itself, in part because in certain jurisdictions the sale and disposal of real estate is generally subject to real estate transfer tax and/or VAT.

Item 5.5.2. Comparison of financial results for the three-month period ended 31 March 2017 with the result for the corresponding period of 2016

Revenues from operations

Revenues from operations decreased by €580 to €30,230 in the three-month period ended 31 March 2017. Rental and service revenues increased by €2,678 to €29,788 in the three-month period ended 31 March 2017 mainly as a result of completion of University Business Park B and FortyOne II in 2016 and acquisition of Premium Point and Premium Plaza in Bucharest, Sterlinga Business Center in Łódź and Neptun Office Center in Gdańsk. Residential revenues decreased by €3,258 to €442 in the three-month period ended 31 March 2017 due to completion of sale of almost all residential projects in previous periods.

Cost of operations

Cost of operations decreased by €1,084 to €8,325 in the three-month period ended 31 March 2017. Cost of rental operations increased by €1,415 to €7,946 in the three-month period ended 31 March 2017 as a result of completion of University Business Park B and FortyOne II in 2016 as well as acquisition of income generating assets as mentioned above. Residential costs decreased by €2,499 to €379 in the three-month period ended 31 March 2017 resulting from completion of sale of almost all residential projects in previous periods.

Gross margin from operations

Gross margin (profit) from operations increased by €504 to €21,905 in the three-month period ended 31 March 2017. The gross margin (profit) on rental activities increased by €1,263 to €21,842 in the three-month period ended 31 March 2017 from €20,579 in the three-month period ended 31 March 2016. Gross margin on rental activities in the three-month period ended 31 March 2017 was 73% compared to 76% in the three-month period ended 31 March 2016. The gross margin (profit) on residential activities decreased by €759 to €63 in the threemonth period ended 31 March 2017 from €822 in the three-month period ended 31 March 2016.

Selling expenses

Selling expenses decreased by €174 to €453 in the three-month period ended 31 March 2017 from €627 the three-month period ended 31 March 2016.

Administrative expenses

Administrative expenses (before provision for stock based program) decreased by €150 to €2,491 in the threemonth period ended 31 March 2017. In addition, mark-to-market of Phantom Shares program resulted in recognition of expenses of €151 in the three-month period ended 31 March 2017 compared to recognized expenses of €53 in the three-month period ended 31 March 2016.

Profit/(loss) from the revaluation/impairment of assets

Net profit from the revaluation of the investment properties and impairment of residential projects amounted to €24,424 in the three-month period ended 31 March 2017, as compared to a net profit of €7,436 in the threemonth period ended 31 March 2016. Net profit from the revaluation of the investment properties reflects mainly progress in the construction of Galeria Północna and completion of FortyOne III as well as revaluation gain on Galleria Stara Zagora.

Other expense, net

Other expenses (net of other income) related to landbank properties were at €106 in the three-month period ended 31 march 2017 as compare to an expenses of €405 in the three-month period ended 31 March 2016.

Foreign exchange profit

Foreign exchange loss amounted to €3,752 in the three-month period ended 31 March 2017, as compared to a foreign exchange profit amounting to €293 in the three-month period ended 31 March 2016 mostly due to strengthening of PLN vs. EUR.

Financial income

Financial income decreased by €518 to €52 in the three-month period ended 31 March 2017 as compared to €570 in the three-month period ended 31 March 2016.

Financial cost

Financial cost decreased by €309 to €6,542 in the three-month period ended 31 March 2017 as compared to €6,851 in the three-month period ended 31 March 2016 mainly due a decrease in average borrowing cost from 3.4% in the three-month period ended 31 March 2016 to 3.2% in the three-month period ended 31 March 2017 as well as optimization of hedging costs, despite an increase in the average debt balance.

Share of profit/ (loss) of associates

Share of profit of associates increased by €667 to €184 in the three-month period ended 31 March 2017 as compared to a share of loss of €483 in the three-month period ended 31 March 2016.

Taxation

Tax amounted to €975 in the three-month period ended 31 March 2017. Taxation consist of €985 of current tax expenses and €10 of deferred tax income.

Net profit/ (loss)

Net profit amounted to €32,095 in the three-month period ended 31 March 2017, as compared to a net profit of €16,440 in the three-month period ended 31 March 2016, mostly due to improvement in operating results, recognition of profit from the revaluation of the investment properties of €24,424.

Item 5. 6. Consolidated cash flow statement

Item 5.6.1. Key items from consolidated cash flow statement

Net cash from (used in) operating activities

The operating cash flow is the cash that the Group generates through running its business and comprises cash inflows from rental activities and sale of residential projects.

Net cash used in investing activities

The investing cash flow is the aggregate change in the Group's cash position resulting from any gains (or losses) from investments in the financial markets, investment properties and operating subsidiaries, as well as changes resulting from amounts spent on investments in capital assets, such as property, plant and equipment.

Net cash from (used in) financing activities

The cash flow from (used in) financing activities accounts for, inter alia, the payment of cash dividends, receiving proceeds from loans or bond and issuing stock.

Cash and cash equivalents

Cash balance consists of cash in banks. Cash in banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. All cash is deposited in banks no matter the negligible amount. All cash and cash equivalents are available for use by the Group.

Item 5.6.2. Cash flow analysis

The table below presents an extract of the cash flow for the period of three-month ended on 31 March 2017 and 31 March 2016:

Three-month Three-month
period ended on period ended on
31 March 2017 31 March 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from operating activities 19,973 17,606
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property under construction (33,818) (31,688)
Purchase of completed investment property (32,230)
Sale of investment property 1,738 2,773
Sale of shares in associates and joint ventures 1,250
Purchase of minority (18,108)
VAT/tax on purchase/sale of investment property (3,614) (10,560)
Other loans, interest and similar costs 437 126
Net cash used in investing activities (34,007) (89,687)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 42,728 49,479
Repayment of long-term borrowings (16,978) (24,442)
Interest paid (5,631) (6,018)
Loans origination payment (437) (252)
Decrease (increase) in short term deposits 274 2,057
Net cash from (used in) financing activities 19,956 20,824
Effect of foreign currency translation 1,526 (208)
Net increase/(decrease) in cash and cash equivalents 7,448 (51,465)
Cash and cash equivalents, at the beginning of the year 149,812 169,472
Cash and cash equivalents, at the end of the year 157,260 118,007

Net cash flow from operating activities was €19,973 in the three-month period ended 31 March 2017 compared to €17,606 in the three-month period ended 31 March 2016 mainly due to the growth of the income generating portfolio following completions and acquisition of income generating assets.

Cash flow used in investing activities amounted do €34,007 in the three-month period ended 31 March 2017 compared to €89,687 used in the three-month period ended 31 March 2016. Cash flow used in investing activities mostly composed of expenditure on investment property under construction of €33,817 are related mainly to investment in Galeria Północna, Artico (Warsaw, Poland), Fortyone III, Ada Mall (Belgrade, Serbia) and White House (Budapest, Hungary).

Net cash flow from financing activities amounted to €19,956 in the three-month period ended 31 March 2017, compared to €20,824 of cash flow from financing activities in the three-month period ended 31 March 2016. Cash flow from financing activities mostly composed of proceeds from long-term borrowings of €42,728 related mainly to loans for assets under construction as well as issue of bonds loan in the amount of €18,500 and Schuldschein loan in the amount of €10,000 offset partially by repayment of long term borrowings of €16,978 related mainly to accelerated repayment of loan related to Galleria Stara Zagora and amortization of investment loans.

Cash and cash equivalents as of 31 March 2017 amounted to €157,260 compared to €118,007 as of 31 March 2016. The Group keeps its cash in the form of bank deposits, mostly in Euro, with various international banks.

Item 5.7. Future liquidity and capital resources

As of 31 March 2017, the Group holds cash and cash equivalent in the amount of approximately €157,260. The Group believes that its cash balances and cash generated from leasing activities of its investment properties as well as cash available under its existing and future loan facilities will fund these needs.

The Group attempts to efficiently manage all its liabilities and is currently reviewing its funding plans related to: (i) development and acquisition of commercial properties, (ii) debt servicing of its existing assets portfolio and (iii) capex. Such funding will be sourced through available cash, operating income and refinancing.

As of 31 March 2017, the Group's non-current liabilities amounted to €867,625 compared to €852,865 as of 31 December 2016.

The Group's total debt from long and short-term loans and borrowings as of 31 March 2017 amounted to €906,882 as compared to €892,933 as of 31 December 2016. The Group's loans and borrowings are mainly denominated in Euro (82%), other currencies include corporate bonds in PLN and project loan in HUF.

The Group's loan-to-value ratio amounted to 43% as of 31 March 2017, as compared to 43% as of 31 December 2016. The Group's strategy is to keep its loan-to-value ratio at the level not exceeding 50%.

As of 31 March 2017, 76% of the Group's loans (by value) were hedged against interest fluctuations, mostly through interest rate swaps and currency swap as mentioned above.

Item 6. Information on loans granted with a particular emphasis on related entities

During the three-month period the Group did not grant loans of the value that exceeds 10% of its capital.

Item 7. Information on granted and received guarantees with a particular emphasis on guarantees granted to related entities

During the three-month period the Group did not grant guarantees of the value that exceeds 10% of its capital.

Company granted guarantees to third parties in order to secure construction cost-overruns and loans to its subsidiaries. Additionally, in connection with the sale of its assets, the Company gave typical warranties under the sale agreements, which are limited in time and amount. The risk involved in above warranties is very low.

In the normal course of our business activities the Group receive guarantees from the majority of its tenants to secure the rental payments on the leased space.

Item 8. Shareholders who, directly or indirectly, have substantial shareholding

The following table presents the Company's shareholders, who had no less than 5% of votes at the Ordinary Shareholders Meeting of GTC S.A., as of the date of publication of this Report. The table is prepared based on information received directly from the shareholders. There were no changes in the shareholding structure since publication of Group's last quarterly report (report for the three and nine-month period ended 30 September 2016) on 28 November 2016.

Shareholder Number of
shares and
rights to the
shares held
% of share
capital
Number of votes % of votes
LSREF III GTC Investments B.V.¹ 278,849,657 60.59% 278,849,657 60.59%
OFE PZU Złota Jesień 47,847,000 10.40% 47,847,000 10.40%
AVIVA OFE Aviva BZ WBK 32,922,000 7.15% 32,922,000 7.15%
Other shareholders 100,597,821 21.86% 100,597,821 21.86%
Total 460,216,478 100.00% 460,216,478 100.00%

¹LSREF III GTC Investments B.V. is related to Lone Star Real Estate Partners III L.P.

Item 9. Shares in GTC held by members of the Management Board and the Supervisory Board

Shares held by members of the Management Board

The following table presents shares owned directly or indirectly by members of the Company's Management Board as of 15 May 2017, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (annual report for the 12-month period ended 31 December 2016) on 20 March 2017.

The information included in the table is based on information received from members of the Management Board pursuant to Art. 160 sec. 1 of the Act on Trading in Financial Instruments.

Balance as of
15 May 2017
Nominal value of
shares in PLN
Change since
20 March 2017
Management Board Member (not in thousand) (not in thousand) (not in thousand)
Thomas Kurzmann 0 0 No change
Erez Boniel 143,500 14,350 No change
Total 143,500 14,350

Phantom Shares held by members of the Management Board

The following table presents Phantom Shares owned directly or indirectly by members of the Company's Management Board as of 31 March 2017 and changes since 31 December 2016.

Management Board Member Balance as of
31 March 2017
(not in thousand)
Change since
31 December 2016
(not in thousand)
Thomas Kurzmann 512,000 No change
Erez Boniel 204,800 No change

Shares of GTC held by members of the Supervisory Board

The following table presents shares owned directly or indirectly by members of the Company's Supervisory Board as of 15 May 2017, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (annual report for the 12-month period ended 31 December 2016) on 20 March 2017.

The information included in the table is based on information received from members of the Supervisory Board pursuant to Art. 160 sec. 1 of the Act on Trading in Financial Instruments.

Members of Supervisory Board Balance as of
15 May 2017
(not in thousand)
Nominal value
of shares in PLN
(not in
thousand)
Change since
20 March 2017
(not in thousand)
Alexander Hesse 0 0 No change
Philippe Couturier 0 0 No change
Ryszard Koper 0 0 No change
Jan Düdden 0 0 No change
Mariusz Grendowicz 10,158 1,016 No change
Tomasz Styczyński 0 0 No change
Marcin Murawski 0 0 No change
Katharina Schade 0 0 No change
Total 10,158 1,016

Item 10. Material transactions with related parties concluded on terms other than market terms

The Group did not conduct any material transactions with the related parties that are not based on arms length basis.

Item 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries the total value of the liabilities or claims of which amount to at least 10% of the Group's equity

There are no individual proceeding or group of proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries, with the total value of liabilities or claims of 10% or more of the Company's equity.

GLOBE TRADE CENTRE S.A.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 TOGETHER WITH INDEPENDENT AUDITORS` REVIEW REPORT

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 31 March 2017 (in thousands of Euro)

Note 31 March 2017
(unaudited)
31 December 2016
(audited)
ASSETS
Non-current assets
Investment property 10 1,495,918 1,501,770
Investment property landbank 10 103,261 102,905
Residential landbank 11 13,761 13,761
Investment in associates and joint ventures 9 2,481 3,803
Property, plant and equipment 6,878 6,002
Deferred tax asset 59 1,075
Other non-current assets 377 353
1,622,735 1,629,669
Assets held for sale 13 61,970 -
Current assets
Residential inventory 11 5,772 5,355
Accounts receivables 5,491 5,363
Accrued income 994 767
VAT receivable 14 21,729 17,389
Income tax receivable 658 652
Prepayments and deferred expenses 4,998 2,558
Short-term deposits 27,651 27,925
Cash and cash equivalents 157,260 149,812
224,553 209,821
TOTAL ASSETS 1,909,258 1,839,490

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 31 March 2017 (in thousands of Euro)

Note 31 March 2017
(unaudited)
31 December 2016
(audited)
EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital 16 10,410 10,410
Share premium 499,288 499,288
Capital reserve (36,054) (35,702)
Hedge reserve (3,566) (3,631)
Foreign currency translation 2,058 1,872
Accumulated profit 347,375 315,195
819,511 787,432
Non-controlling interest 2,806 2,891
Total Equity 822,317 790,323
Non-current liabilities
Long-term portion of long-term borrowing 12 753,304 739,031
Deposits from tenants 8,850 8,043
Long term payable 2,731 2,730
Provision for share based payment 2,198 2,046
Derivatives 2,498 2,778
Provision for deferred tax liability 98,044 98,237
867,625 852,865
Current liabilities
Investment and trade payables and provisions 37,188 36,739
Current portion of long-term borrowing 12 153,578 153,902
VAT and other taxes payable 1,640 1,122
Income tax payable 650 530
Derivatives 2,074 2,553
Advances received 4,324 1,456
199,454 196,302
Liabilities held for sale 13 19,862 -
TOTAL EQUITY AND LIABILITIES 1,909,258 1,839,490
Note Three-month
period ended
31 March 2017
(unaudited)
Three-month
period ended
31 March 2016
(unaudited)
Revenue from rental activity 5 29,788 27,110
Residential revenue 5 442 3,700
Cost of operations 6 (7,946) (6,531)
Residential costs 6 (379) (2,878)
Gross margin from operations 21,905 21,401
Selling expenses (453) (627)
Administrative expenses 8 (2,642) (2,694)
Profit from revaluation/ impairment of assets 10 24,424 7,436
Other income 346 416
Other expenses (452) (821)
Profit from continuing operations before tax and
finance income / (expense)
43,128 25,111
Foreign exchange differences gain/(loss), net (3,752) 293
Finance income 52 570
Finance cost (6,542) (6,851)
Share of gain / (loss) of associates and joint ventures 184 (483)
Profit before tax 33,070 18,640
Taxation 15 (975) (2,301)
Profit for the period 32,095 16,339
Attributable to:
Equity holders of the Company 32,180 16,440
Non-controlling interest (85) (101)
Basic earnings per share (Euro) 17 0.07 0.04

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Comprehensive Income for the three-month period ended 31 March 2017 (in thousands of Euro)

Three-month
period ended
31 March 2017
(unaudited)
Three-month
period ended
31 March 2016
(unaudited)
Profit for the period 32,095 16,339
Gain/(loss) on hedge transactions 85 (1,044)
Income tax (20) 167
Net gain/(loss) on hedge transactions 65 (877)
Foreign currency translation 186 145
Total comprehensive income for the period, net of tax, to
be reclassified to profit or loss in subsequent periods
32,346 15,607
Attributable to:
Equity holders of the Company 32,431 15,708
Non-controlling interest (85) (101)

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Changes in Equity for the three-month period ended 31 March 2017 (in thousands of Euro)

Share Capital Share
premium
Capital
reserve
Hedge
reserve
Foreign
currency
translation
reserve
Accumulated
profit
Total Non
controlling
interest
Total
Balance as of 1 January
2017
10,410 499,288 (35,702) (3,631) 1,872 315,195 787,432 2,891 790,323
Other comprehensive
income
- - - 65 186 - 251 - 251
Profit / (loss) for the period
ended 31 March 2017
- - - - - 32,180 32,180 (85) 32,095
Total comprehensive
income / (loss) for the
period
- - - 65 186 32,180 32,431 (85) 32,346
Purchase of NCI shares - - (352) - - - (352) - (352)
Balance as of 31 March
2017
10,410 499,288 (36,054) (3,566) 2,058 347,375 819,511 2,806 822,317
Share Capital Share
premium
Capital
reserve
Hedge
reserve
Foreign
currency
translation
reserve
Accumulated
profit
Total Non
controlling
interest
Total
Balance as of 1 January
2016
10,410 499,288 (20,646) (4,563) 1,405 156,647 642,541 (21,339) 621,202
Other comprehensive
income
- - - (877) 145 - (732) - (732)
Profit / (loss) for the period
ended 31 March 2016
- - - - - 16,440 16,440 (101) 16,339
Total comprehensive
income / (loss) for the
period
- - - (877) 145 16,440 15,708 (101) 15,607
Purchase of NCI shares - - 303 - - - 303 2,290 2,593
Other - - (772) - - - (772) - (772)
Balance as of 31 March
2016
10,410 499,288 (21,115) (5,440) 1,550 173,087 657,780 (19,150) 638,630

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Cash Flows for the three-month period ended 31 March 2017 (in thousands of Euro)

Three-month
period ended
31 March 2017
Three-month
period ended
31 March 2016
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax 33,070 18,640
Adjustments for:
Loss/(profit) from revaluation/impairment of assets (24,424) (7,436)
Share of loss (profit) of associates and joint ventures (184) 483
Profit on disposal of assets - 2
Foreign exchange differences loss/(gain), net 3,752 (293)
Finance income (52) (570)
Finance cost 6,542 6,851
Share based payment expenses 151 53
Depreciation and amortization 167 118
Operating cash before working capital changes 19,022 17,848
Increase in debtors and prepayments and other current assets (2,947) (1,975)
(Increase)/Decrease in inventory (416) 2,682
Increase/(decrease) in advances received 2,868 (1)
Increase in deposits from tenants 808 129
Increase/(decrease) in trade and other payables 1,623 (249)
Cash generated from operations 20,958 18,434
Tax paid in the period (985) (828)
Net cash from operating activities 19,973 17,606
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property under construction (33,818) (31,688)
Purchase of completed investment property - (32,230)
Sale of investment property 1,738 2,773
Sale of shares in associates and joint ventures 1,250 -
Purchase of minority - (18,108)
VAT/tax on purchase/sale of investment property (3,614) (10,560)
Interest received 31 126
Loans repayments from associates and joint ventures 406 -
Net cash from/(used in) investing activities (34,007) (89,687)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 42,728 49,479
Repayment of long-term borrowings (16,978) (24,442)
Interest paid (5,631) (6,018)
Loans origination cost (437) (252)
Decrease/(increase) in short term deposits 274 2,057
Net cash from/(used in) financing activities 19,956 20,824
Effect of foreign currency translation 1,526 (208)
Net increase / (decrease) in cash and cash equivalents 7,448 (51,465)
Cash and cash equivalents at the beginning of the period 149,812 169,472
Cash and cash equivalents at the end of the period 157,260 118,007

1. Principal activities

Globe Trade Centre S.A. (the "Company" or "GTC") and its subsidiaries ("GTC Group" or "the Group") are an international real-estate corporation. The Company was registered in Warsaw on 19 December 1996. The Company's registered office is in Warsaw, Poland at 17 Stycznia 45A Street. The Company owns through subsidiaries, joint ventures and associates commercial and residential real estate companies with a focus on Poland, Budapest, Bucharest, and Belgrade. Additionally, the Company operates in Zagreb and Sofia. There is no seasonality in the business of the Group companies.

The major shareholder of the Company is LSREF III GTC Investments B.V. ("LSREF III"), controlled by Lone Star, a global private equity firm, which held 278,849,657 shares or 60.59% of total share as of 31 March 2017.

Events in the period

In January 2017, the Company issued 3-year Schuldschein loan in the total amount of EUR 10 million.

In March 2017, the Company issued 3-year Euro denominated bonds, listed on WSE in the total amount of EUR 18.5 million.

In March 2017, GTC signed a refinancing loan agreement for Corius building, part of Aeropark Business Centre office complex

In March 2017, GTC Group has completed the third building of the FortyOne complex in Belgrade.

In April 2017 the Company signed preliminary agreement for the sale of Galeria Burgas and Galeria Stara Zagora shopping centers in Bulgaria in line with its strategy to focus its investment on capital cities. As of 31 March 2017, the assets and the related bank loan were presented as held for sale.

2. Basis of preparation

The Interim Condensed Consolidated Financial Statements for the three-months period ended 31 March 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by EU.

At the date of authorisation of these consolidated financial statements, taking into account the EU's ongoing process of IFRS endorsement and the nature of the Group's activities, there is a difference between International Financial Reporting Standards and International Financial Reporting Standards endorsed by the European Union. The Group is aware of the fact that IFRS 15 and IFRS 9, which are effective for financial years beginning on or after 1 January 2018, have been already endorsed by the European Union. The Group is currently in the process of analysis of quantitative and qualitative impact of those two standards, as well as of IFRS 16, which is not yet endorsed, on the Group's consolidated financial statements.

The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements and the notes thereto for the year ended 31 December 2016, which were authorized for issue on 17 March 2017. The interim financial results are not necessarily indicative of the full year results.

The Group's Interim Condensed Consolidated Financial Statements are presented in Euro, which is also GTC's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using the functional currency.

The financial statements of those entities prepared in their functional currencies are included in the Interim Condensed Consolidated Financial Statements by translation into Euro using appropriate exchange rates outlined in IAS 21. Assets and liabilities are translated at the period end exchange rate, while income and expenses are translated at average exchange rates for the period. All resulting exchange differences are classified in equity as "Foreign currency translation" without affecting earnings for the period.

These Interim Condensed Consolidated Financial statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future. As at the date of approval of these financial statements, no circumstances were identified which would indicate any threat to the Group' continuing as a going concern.

3. Significant accounting policies, estimates and judgments

The accounting policies and calculation methods applied in the preparation of these Interim condensed consolidated financial statements are the same as those used in the preparation of the consolidated financial statements for 2016 (see Note 6 to the consolidated financial statements for 2016), and no changes to comparative data or error corrections were made.

Standards issued but not yet effective

The following new standards, amendments to standards and interpretations have been issued but are not yet effective.

  • IFRS 9 Financial Instruments (issued on 24 July 2014) effective for financial years beginning on or after 1 January 2018;
  • IFRS 14 Regulatory Deferral Accounts (issued on 30 January 2014) The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard– not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2016;
  • IFRS 15 Revenue from Contracts with Customers (issued on 28 May 2014), including amendments to IFRS 15 Effective date of IFRS 15 (issued on 11 September 2015) - effective for financial years beginning on or after 1 January 2018;
  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture (issued on 11 September 2014) - the endorsement process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB;
  • IFRS 16 Leases (issued on 13 January 2016) not yet endorsed by EU at the date of approval of these financial statements - effective for financial years beginning on or after 1 January 2019;
  • Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (issued on 12 September 2016) - not yet endorsed by EU at the date of approval of these financial statements - effective for financial years beginning on or after 1 January 2018;
  • Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses (issued on 19 January 2016) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2017;
  • Amendments to IAS 7 Disclosure Initiative (issued on 29 January 2016) not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2017;
  • Clarifications to IFRS 15 Revenue from Contracts with Customers (issued on 12 April 2016) not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2018;
  • Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions (issued on 20 June 2016) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2018,
  • Annual Improvements to IFRS Standards 2014-2016 Cycle (issued on 8 December 2016) not yet endorsed by EU at the date of approval of these financial statements –Amendments to IFRS 12 are effective for financial years beginning on or after 1 January 2017, while amendments to IFRS 1 and IAS 28 are effective for financial years beginning on or after 1 January 2018;
  • IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration (issued on 8 December 2016) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2018;

3. Significant accounting policies, estimates and judgments (continued)

Amendments to IAS 40: Transfers of Investment Property (issued on 8 December 2016) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2018.

The Group has not elected to early adopt any of the standards, interpretations, or amendments which have not yet become effective. The Company's Management Board is analysing and assessing the effect of the new standards and interpretations on the accounting policies applied by the Group and on the Group's future financial statements.

4. Investment in Subsidiaries, Associates and Joint Ventures

The consolidated financial statements include the financial statements of the Company and its subsidiaries listed below together with direct and indirect ownership of these entities as at the end of each period (the table presents the effective stake):

Subsidiaries

Name Holding
Country of
Company
incorporation
31 March 2017 31 December 2016
GTC Konstancja Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Korona S.A. GTC S.A. Poland 100% 100%
Globis Poznań Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Aeropark Sp. z o.o. GTC S.A. Poland 100% 100%
Globis Wrocław Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Satellite Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Neptune Gdansk Sp. z o.o. GTC S.A. Poland 100% 100%
GTC GK Office Sp. z o.o. (1) GTC S.A. Poland 100% 100%
GTC Sterlinga Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Karkonoska Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Ortal Sp. z o.o. GTC S.A. Poland 100% 100%
Diego Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Francuska Sp. z o.o. GTC S.A. Poland 100% 100%
GTC UBP Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Pixel Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Moderna Sp. z o.o. GTC S.A. Poland 100% 100%
Centrum Handlowe Wilanow Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Management sp. z o.o. GTC S.A. Poland 100% 100%
GTC Corius sp. z o.o. GTC S.A. Poland 100% 100%
Centrum Światowida sp. z o.o. GTC S.A. Poland 100% 100%
Glorine investments sp. z o.o. GTC S.A. Poland 100% 100%
Glorine investments Sp. z o.o. s.k.a. GTC S.A. Poland 100% 100%
GTC Galeria CTWA Sp. z o.o. GTC S.A. Poland 100% 100%
Artico Sp. z o.o GTC S.A. Poland 100% 100%
Julesberg Sp. z o.o. GTC S.A. Poland 100% 100%
Jowett Sp. z o.o. GTC S.A. Poland 100% 100%
Calobra Sp. z o.o. Sp. j. GTC S.A. Poland 100% 100%
Mantezja 4 Sp. z o.o. Sp. j. GTC S.A. Poland 100% 100%
Havern Investments sp. z o.o. GTC S.A. Poland 100% 100%

(1) Under liquidation

4. Investment in Subsidiaries, Associates and Joint Ventures (continued)

Name Holding
Company
Country of
incorporation
31 March 2017 31 December 2016
GTC Hungary Real Estate Development Company
Ltd. ("GTC Hungary")
GTC S.A. Hungary 100% 100%
Commercial Properties B.V. (formerly Budapest
Offices B.V.)
GTC Hungary Netherlands 100% 100%
GTC Duna Kft. GTC Hungary Hungary 100% 100%
Vaci Ut 81-85 Kft. GTC Hungary Hungary 100% 100%
Riverside Apartmanok Kft. ("Riverside") (1) GTC Hungary Hungary 100% 100%
Centre Point I. Kft. ("Centre Point I") GTC Hungary Hungary 100% 100%
Centre Point II. Kft. GTC Hungary Hungary 100% 100%
Spiral Holding Kft. GTC Hungary Hungary 100% 100%
Spiral I.Kft. GTC Hungary Hungary 100% 100%
Spiral II Hungary. Kft. GTC Hungary Hungary 100% 100%
River Loft Apartmanok Ltd. GTC Hungary Hungary 100% 100%
SASAD Resort Kft. ("Sasad") GTC Hungary Hungary 100% 100%
Albertfalva Üzletközpont Kft. ("formerly Szeremi
Gate")
GTC Hungary Hungary 100% 100%
GTC Metro Kft. GTC Hungary Hungary 100% 100%
SASAD Resort Offices Kft. GTC Hungary Hungary 100% 100%
Mastix Champion Kft. GTC Hungary Hungary 100% 100%
GTC White House Kft. ("formerly GTC
Renaissance Plaza Kft.")
GTC Hungary Hungary 100% 100%
VRK Tower Kft GTC Hungary Hungary 100% 100%
Amarantan Ltd. GTC Hungary Hungary 100% 100%
Abritus Kft. GTC Hungary Hungary 100% 100%
GTC Slovakia Real Estate s.r.o. (2) GTC S.A. Slovakia - 100%
GTC Real Estate Vinohrady s.r.o. (3) GTC S.A. Slovakia 100% 100%

(1) Under liquidation

(2) sold in 2017

(3) Under liquidation

4. Investment in Subsidiaries, Associates and Joint Ventures (continued)

Name Holding Company Country of
incorporation
31 March 2017 31 December 2016
GTC Nekretnine Zagreb d.o.o.("GTC Zagreb") GTC S.A. Croatia 100% 100%
Euro Structor d.o.o. GTC S.A. Croatia 70% 70%
Marlera Golf LD d.o.o. GTC S.A. Croatia 80% 80%
Nova Istra Idaeus d.o.o. Marlera Golf LD
d.o.o
Croatia 80% 80%
GTC Nekretnine Jug. d.o.o. (1) GTC S.A. Croatia - 100%
GTC Sredisnja tocka d.o.o. GTC S.A. Croatia 100% 100%
Towers International Property S.R.L. GTC S.A. Romania 100% 100%
Galleria Shopping Center S.R.L. (formerly
"International Hotel and Tourism S.R.L.")
GTC S.A. Romania 100% 100%
BCG Investment B.V. GTC S.A. Netherlands 100% 100%
Green Dream S.R.L. GTC S.A. Romania 100% 100%
Aurora Business Complex S.R.L GTC S.A. Romania 71.5% 71.5%
Bucharest City Gate B.V. ("BCG") GTC S.A. Netherlands 100% 100%
City Gate Bucharest S.R.L. BCG Romania 100% 100%
Mablethompe Investitii S.R.L. GTC S.A. Romania 100% 100%
Venus Commercial Center S.R.L. GTC S.A. Romania 100% 100%
Beaufort Invest S.R.L. GTC S.A. Romania 100% 100%
Fajos S.R.L. GTC S.A. Romania 100% 100%
City Gate S.R.L. BCG Romania 100% 100%
Brightpoint Investments Limited (2) GTC S.A. Cyprus 50.1% 50.1%
Complexul Residential Colentina S.R.L. GTC S.A. Romania 100% 100%
Operetico Enterprises Ltd. GTC S.A. Cyprus 66.7% 66.7%
Deco Intermed S.R.L. Operetico
Enterprises Ltd.
Romania 66.7% 66.7%
GML American Regency Pipera S.R.L. GTC S.A. Romania 66.7% 66.7%

(1) Liquidated in January 2017

(2) Under liquidation

4. Investment in Subsidiaries, Associates and Joint Ventures (continued)

Name Holding Company Country of
incorporation
31 March 2017 31 December 2016
Galeria Stara Zagora EAD ("Stara Zagora")
(2)
GTC S.A. Bulgaria 100% 100%
Galeria Burgas AD (2) GTC S.A. Bulgaria 80% 80%
GTC Business Park EAD GTC S.A. Bulgaria 100% 100%
NRL EAD GTC S.A. Bulgaria 100% 100%
Advance Business Center EAD GTC S.A. Bulgaria 100% 100%
GTC Yuzhen Park EAD ("GTC Yuzhen") GTC S.A. Bulgaria 100% 100%
GTC Medj Razvoj Nekretnina d.o.o. Beograd GTC S.A. Serbia 100% 100%
GTC Business Park d.o.o. Beograd GTC S.A. Serbia 100% 100%
Commercial and Residential Ventures d.o.o.
Beograd
GTC S.A. Serbia 100% 100%
Demo Invest d.o.o. Novi Beograd GTC S.A. Serbia 100% 100%
Atlas Centar d.o.o. Beograd GTC S.A. Serbia 100% 100%
Commercial Development d.o.o. Beograd GTC S.A. Serbia 100% 100%
Glamp d.o.o. Beograd GTC S.A. Serbia 100% 100%
Europort Investment (Cyprus) 1 Limited GTC S.A. Cyprus 100% 100%
Black Sea Management LLC (1) Europort Investment
(Cyprus) 1 Limited
Ukraine 100% 100%
Europort Ukraine Holdings 1 LLC Europort Investment
(Cyprus) 1 Limited
Ukraine 100% 100%
Europort Ukraine Holdings 2 LLC (1) Europort Investment
(Cyprus) 1 Limited
Ukraine 100% 100%
Europort Ukraine LL Europort Investment
(Cyprus) 1 Limited
Ukraine 100% 100%
Europort Project Ukraine 1 LLC Europort Investment
(Cyprus) 1 Limited
Ukraine 100% 100%
(1)
Under liquidation

(2) Sold in May 2017

Investment in Associates and Joint Ventures

Name Holding Company Country of
incorporation
31 March 2017 31 December 2016
Yatelsis Viborgskaya Limited of Nicosia
("YVL")
GTC S.A. Cyprus 50% 50%
Ana Tower Offices S.R.L. (1) GTC S.A. Romania - 50%
CID Holding S.A. ("CID") GTC S.A. Luxembourg 35% 35%

(1) sold in 2017

5. Revenue from operations

Three-month
period ended
31 March 2017
Three-month
period ended
31 March 2016
(unaudited) (unaudited)
Rental revenue 22,072 20,593
Service revenue 7,716 6,517
Residential revenue 442 3,700
30,230 30,810

The majority of revenue from operations is earned predominantly on the basis of amounts denominated in, directly linked to or indexed by reference to the euro.

6. Cost of operations

Three-month
period ended
31 March 2017
Three-month
period ended
31 March 2016
(unaudited) (unaudited)
Rental and service costs 7,946 6,531
Residential costs 379 2,878
8,325 9,409

7. Segmental analysis

Current operating segments are divided into geographical zones, which have common characteristics and reflect the nature of management reporting structure:

  • a. Poland and Hungary (Budapest)
  • b. Capital cities in SEE (Bucharest, Belgrade, Zagreb and Sofia)
  • c. Secondary cities in SEE (Bulgaria).

Management monitors gross margin from operations of its business units for the purposes of making performance assessment and decision making. Operating segment performance is evaluated based on gross margin from operations.

The resource allocation decisions made by the Management are based, amongst others, on segmental analysis.

Segment analysis for the three-month periods ended 31 March 2017 and 31 March 2016 is presented below:

Poland and Hungary SEE capital cities SEE secondary cities Total
31 March 2017 31 March 2016 31 March 2017 31 March 2016 31 March 2017 31 March 2016 31 March 2017 31 March 2016
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from operations 18,304 15,792 9,789 12,632 2,137 2,386 30,230 30,810
Costs of operations (5,088) (3,357) (2,585) (5,097) (652) (955) (8,325) (9,409)
Gross margin 13,216 12,434 7,204 7,536 1,485 1,431 21,905 21,401

In prior year interim condensed financial statements secondary cities in Romania, Bulgaria and Croatia were presented as separate geographical regions. Starting from 31 December 2016 Management decided to combine all these properties into one reportable segment – SEE secondary cities. Amounts for 2016 were changed respectively.

8. Administrative expenses

Three-month period
ended 31 March 2017
Three-month period
ended 31 March 2016
(unaudited) (unaudited)
Administrative expenses 2,491 2,641
Expenses (income) arising from shares
base payments
151 53
2,642 2,694

9. Investment in associates and joint ventures

The investment in associates and joint ventures comprises the following:

31 March 2017 31 December 2016
(unaudited) (audited)
Russia 2,481 2,843
Romania (1) - 960
Investment in associates and joint
ventures
2,481 3,803

(1) Ana Tower was sold in 2017 with gain recognized on the transaction in the amount of EUR 186 thousand.

10. Investment Property

The investment properties that are owned by the Group are office and commercial space, including property under construction:

Investment property can be split up as follows:

31 March 2017 31 December 2016
(unaudited) (audited)
1,261,044
240,726
103,261 102,905
1,599,179 1,604,675
1,228,455
267,463

The movement in investment property for the periods ended 31 March 2017 (unaudited) and 31 December 2016 (audited) was as follows:

Level 2 Level 3 Total
Carrying amount as of 1 January 2016 771,232 517,297 1,288,529
Capitalised subsequent expenditure 14,712 82,254 96,966
Reclassified after completion 23,844 (23,844) -
Purchase of completed assets and land 122,298 17,348 139,646
Adjustment to fair value / impairment 31,491 54,522 86,013
Disposals of assets - (10,316) (10,316)
Sale of subsidiaries - (4,878) (4,878)
Purchase of subsidiaries - 12,951 12,951
Reclassified to fixed assets (2,927) (1,309) (4,236)
Carrying amount as of 31 December 2016 960,650 644,025 1,604,675
Capitalised subsequent expenditure 2,418 30,678 33,096
Adjustment to fair value / impairment (1,038) 27,444 26,406
Classified as assets held for sale (1) - (61,970) (61,970)
Disposals (3) - (1,738) (1,738)
Classified to fixed assets (2) - (1,290) (1,290)
Carrying amount as of 31 March 2017 962,030 637,149 1,599,179

(1) Galeria Burgas and Galeria Stara Zagora in Bulgaria

(2) Office space for own use

(3) Commercial land plot in Konstancin

10. Investment Property (continued)

Fair value and impairment adjustment consists of the following:

Three-month
period ended
31 March 2017
Three-month
period ended
31 March 2016
(unaudited) (unaudited )
Adjustment to fair value of completed assets 8,111 (2,810)
Adjustment to fair value of property under construction 17,284 10,432
Adjustment of assets held for sale (1,983) (176)
Reverse of impairment adjustment of IPUC at cost
(Konstancin)
1,012 (10)
Total 24,424 7,436

Assumptions used in the valuations of completed assets as of 31 March 2017 (unaudited) are presented below:

Potfolio Book value GLA
thousand
Ocupancy Actual rent ERV Fair Value
Hierarchy
Level
sqm % Euro/ sqm Euro/ sqm
Poland retail 164,500 49 96% 19.8 19.8 2
Poland office 395,394 205 92% 13.6 13.8 2
Belgrade office 163,185 81 86% 16.1 15.7 3
Budapest office 217,631 119 96% 12.0 12.8 2
Bucharest office 184,506 62 90% 18.1 18.0 2
Zagreb retail 103,239 34 100% 20.9 20.8 3
Total 1,228,455 550 93% 15.1 15.3

10. Investment Property (continued)

Assumptions used in the valuations of completed assets as of 31 December 2016 are presented below:

Potfolio Book
value
GLA
thousand
Ocupancy Actual
rent
ERV Fair Value
Hierarchy
Level
'000 Euro sqm % Euro/ sqm Euro/ sqm
Poland retail 164,506 49 90% 19.8 19.8 2
Poland office 394,418 205 91% 13.7 13.8 2
Serbia office
capital city
139,981 70 95% 16.3 15.7 3
Hungary office
capital city
216,206 119 96% 12.0 12.8 2
Romania office
capital city
185,520 62 94% 18.2 18.0 2
Bulgaria retail
secondary cities
Croatia retail
57,200 57 97% 10.5 10.5 3
capital city 103,213 34 99% 20.8 20.8 3
Total 1,261,044 596 94% 14.7 14.8

Information regarding investment properties under construction valued at fair value and cost as of 31 March 2017 (unaudited) is presented below:

Book value Estimated area (NRA)
'000 Euro thousand sqm
Warsaw 221,100 72
Belgrade 36,177 60
Budapest 10,186 22
Total 267,463 154

Information regarding to investment properties under construction as of 31 December 2016 is presented below:

Book value Estimated area (NRA)
'000 Euro thousand sqm
Warsaw 185,496 72
Belgrade 47,473 45
Budapest 7,757 22
Total 240,726 139

10. Investment Property (continued)

Information regarding Investment property landbank as of 31 March 2017 (unaudited) and 31 December 2016 is presented below:

Book value '000 Euro Book value '000 Euro
31 March 2017 31 December 2016
Poland 48,335 48,702
Serbia 4,809 4,390
Hungary 23,834 23,650
Romania 11,403 11,403
Bulgaria 9,917 9,885
Croatia 2,548 2,420
Ukraine 2,415 2,455
Total 103,261 102,905

11. Inventory and residential landbank

The movement in residential landbank and inventory for the period ended 31 March 2017 (unaudited) was as follows:

Residential
Inventory
Residential
landbank
Total
Carrying amount as of 1 January 2016 3,161 26,773 29,934
Construction costs 2,460 284 2,744
Reversal of Impairment (impairment) to
net realisable value
- 947 947
Cost of units sold (266) (4,799) (5,065)
Disposal of subsidiary - (9,444) (9,444)
Carrying amount as of 31 December
2016 5,355 13,761 19,116
Construction costs 796 - 740
Cost of units sold (379) - (323)
Carrying amount as of 31 March 2017
(unaudited) 5,772 13,761 19,533

12. Long-term loans and bonds

31 March 2017 31 December 2016
unaudited audited
Bonds mature in 2017-2018 71,395 67,167
Bonds mature in 2018-2019 47,576 46,088
Bonds 1219 29,233 28,967
Schuldschein 1219 15,138 5,007
Bonds 0320 18,517 -
Loan from OTP (GTC) 7,076 7,863
Loan from WBK (Globis Poznan) 15,947 16,070
Loan from WBK (Korona Business Park) 40,861 41,153
Loan from PKO BP (Pixel) 21,761 21,930
Loan from Pekao (Globis Wroclaw) 23,724 23,922
Loan from ING (Nothus) 10,637 10,824
Loan from ING (Zephirus) 10,637 10,824
Loan from Berlin Hyp (Corius) 11,284 11,405
Loan from Pekao (Sterlinga) 17,106 17,238
Loan from Pekao (Neptun) 21,570 21,735
Loan from Pekao (Sterlinga VAT) 6,067 5,787
Loan from Pekao (Neptun VAT) 7,655 7,301
Loan from Pekao (Galeria Polnocna) 56,941 48,088
Loan from mBank (Artico) 6,464 4,574
Loan from Pekao (Galeria Jurajska) 93,768 94,622
Loan from Berlin Hyp (UBP) 30,768 31,000
Loan from ING (Francuska) 23,062 23,197
Loan from OTP (Centre Point I) 20,492 20,711
Loan from OTP (Centre Point II) 25,045 25,314
Loan from CIB (Metro) 17,395 17,647
Loan from Erste (Spiral) 25,935 26,067
Loan from Erste (White House) - 2,109
Loan from OTP (Duna) 27,129 27,419
Loan from Erste (GTC House) 13,086 13,281
Loan from Erste (19 Avenue) 20,996 21,138
Loan from Intesa Bank (GTC Square) 13,650 13,825
Loan from Raiffeisen Bank (Forty one) 25,172 21,779
Loan from Erste (Citygate) 83,400 84,100
Loan from Alpha (Premium) 18,750 18,875
Loan from MKB and Zagrabecka Banka (AMZ) 15,653 16,766
Loan from EBRD and Unicredit (Galeria Stara Zagora) - 6,900
Loan from EBRD (Burgas) (1) - 20,272
Loans from minorities in subsidiaries 18,410 18,230
Deferred issuance debt expenses (5,418) (6,262)
906,882 892,933

(1) See note 13

12. Long-term loans and bonds (continued)

Long-term loans and bonds have been separated into the current portion and the long-term portion as disclosed below:

31 March 2017 31 December 2016
unaudited audited
Current portion of long term loans and bonds:
Bonds mature in 2017-2018 48,155 45,000
Bonds mature in 2018-2019 15,979 880
Bonds 1219 454 189
Schuldschein 1219 138 7
Bonds 0320 19 -
Loan from OTP (GTC) 3,145 3,145
Loan from WBK (Globis Poznan) 493 493
Loan from WBK (Korona Business Park) 40,861 41,153
Loan from PKO BP (Pixel) 677 677
Loan from Berlin Hyp (UBP) 930 930
Loan from Pekao (Galeria Jurajska) 3,460 3,446
Loan from Pekao (Globis Wroclaw) 829 816
Loan from ING (Nothus) 746 746
Loan from ING (Zephirus) 746 746
Loan from Berlin Hyp (Corius) 342 11,405
Loan from Pekao (Sterlinga) 525 525
Loan from Pekao (Neptun) 662 662
Loan from Pekao (Sterlinga VAT) 6,067 5,787
Loan from Pekao (Neptun VAT) 7,655 7,301
Loan from Pekao (Galeria Polnocna) 2,250 1,125
Loan from ING (Francuska) 540 540
Loan from OTP (Centre Point I) 894 888
Loan from OTP (Centre Point II) 1,092 1,086
Loan from Erste (White House) - 1,250
Loan from OTP (Duna) 1,183 1,176
Loan from CIB (Metro) 1,035 1,024
Loan from Erste (Spiral) 1,353 1,326
Loan from Erste (GTC House) 781 781
Loan from Erste (19 Avenue) 569 569
Loan from Intesa Bank (GTC Square) 700 700
Loan from Raiffeisen Bank (Forty one) 896 681
Loan from EBRD and Unicredit (Galeria Stara Zagora) - 6,900
Loan from EBRD (Galeria Burgas) - 1,725
Loan from MKB and Zagrabecka Banka (Avenue Mall
Zagreb)
4,454 4,454
Loan from EBRD and Raiffeisen Bank (GTC) - -
Loan from Erste (City Gate) 2,920 2,890
Loan from Alpha (Premium) 763 631
Loans from minorities in subsidiaries 2,265 2,248
153,578 153,902

12. Long-term loans and bonds (continued)

31 March 2017 31 December 2016
unaudited audited
Long term portion of long term loans and bonds:
Bonds mature in 2017-2018 23,240 22,167
Bonds mature in 2018-2019 31,597 45,208
Bonds 1219 28,779 28,778
Schuldschein 1219 15,000 5,000
Bonds 0320 18,498 -
Loan from OTP (GTC) 3,931 4,718
Loan from WBK (Globis Poznan) 15,454 15,577
Loan from PKO BP (Pixel) 21,084 21,253
Loan from Pekao (Globis Wroclaw) 22,895 23,106
Loan from ING (Nothus) 9,891 10,078
Loan from ING (Zephirus) 9,891 10,078
Loan from Berlin Hyp (Corius) 10,942 -
Loan from Pekao (Neptun) 20,908 21,073
Loan from Pekao (Sterlinga) 16,581 16,713
Loan from Pekao (Galeria Polnocna) 54,691 46,963
Loan from Pekao (Galeria Jurajska) 90,308 91,176
Loan from Berlin Hyp (UBP) 29,838 30,070
Loan from mBank (Artico) 6,464 4,574
Loan from ING (Francuska) 22,522 22,657
Loan from OTP (Centre Point I) 19,598 19,823
Loan from OTP (Centre Point II) 23,953 24,228
Loan from OTP (Duna) 25,946 26,243
Loan from CIB (Metro) 16,360 16,623
Loan from Erste (Spiral) 24,582 24,741
Loan from Erste (White House) - 859
Loan from Erste (GTC House) 12,305 12,500
Loan from Erste (19 Avenue) 20,427 20,569
Loan from Intesa Bank (GTC Square) 12,950 13,125
Loan from Raiffeisen Bank (Forty one) 24,276 21,098
Loan from Erste (City Gate) 80,480 81,210
Loan from Alpha (Premium) 17,987 18,244
Loan from MKB and Zagrabecka Banka (Avenue Mall
Zagreb)
11,199 12,312
Loan from EBRD (Galeria Burgas) - 18,547
Loans from minorities in subsidiaries and from joint
ventures
16,145 15,982
Deferred issuance debt expenses (5,418) (6,262)
753,304 739,031

As securities for the bank loans, the banks have mortgage over the assets and security deposits together with assignment of the associated receivables and insurance rights.

12. Long-term loans and bonds (continued)

In its financing agreements with banks, the Company undertakes to comply with certain financial covenants that are listed in those agreements; the main covenants are: maintaining a Loan-to-Value and Debt Service Coverage ratios in the company that holds the project.

In addition, substantially, all investment properties and IPUC that were financed by a lender have been pledged to secure the long-term loans from banks. Unless otherwise stated, fair value of the pledged assets exceeds the carrying value of the related loans.

Repayments of long-term debt and interest are scheduled as follows (Euro million):

31 March 2017 31 December 2016
unaudited audited
First year 176 176
Second year 163 130
Third year 207 149
Fourth year 114 184
Fifth year 155 166
Thereafter 176 176
991 981

13. Assets held for sale

In April 2017, the Company signed preliminary agreement for the sale of Galeria Burgas and Galeria Stara Zagora shopping centers in Bulgaria in line with its strategy to focus its investment on capital cities.

As of 31 March 2017, the assets and the related bank loan were presented as held for sale. On 4 May 2017, the Company signed final sale agreement.

14. VAT and other tax receivable

VAT and other tax receivable represent VAT receivable on the purchase of assets, and due to development activity.

15. Taxation

Income tax expenses in three-months period ended 31 March 2017 was decreased due to strengthening of PLN compared to EUR and therefore decrease in positive temporary differences on assets in Poland. As on Polish subsidiaries the tax base of an entity's nonmonetary assets and liabilities is determined in a currency that is different from its functional currency.

Regulations regarding VAT, corporate income tax and social security contributions are subject to frequent changes. These frequent changes result in there being little point of reference, inconsistent interpretations not consistent and few established precedents that may be followed. The binding regulations also contain uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between government bodies, and between government bodies and companies. Tax settlements and other areas of activity (e.g. customs or foreign currency related issues) may be subject to inspection by administrative bodies authorised to impose high penalties and fines, and any additional taxation liabilities calculated as a result must be paid together with high interest. The above circumstances mean that tax exposure is greater in Group's countries than in countries that have a more established taxation system.

Effective 15 July 2016, the Polish Tax Code was amended for the General Anti-Abuse Rule (GAAR) provisions. The new regulation will require significantly more judgement in assessment of the tax consequences of particular transactions.

16. Capital and Reserves

Shareholders who as at 31 March 2017 held above 5% of the Company shares were as follows:

  • LSREF III
  • AVIVA OFE BZ WBK
  • OFE PZU

Phantom shares

Certain key management personnel of the Company are entitled to specific payments resulting from phantom shares in the Company (the "Phantom Shares").

The Phantom shares (as presented in below mentioned table) have been accounted for based on future cash settlement.

Strike (PLN) Blocked Vested Total
8.00 150,000 - 150,000
7.09 3,276,800 2,201,600 5,478,400
Total 3,426,800 2,201,600 5,628,400

As at 31 March 2017, phantom shares issued were as follows:

Last exercise date Strike (in PLN) Number of phantom
shares
31/05/2018 7.09 1,536,000
30/06/2019 7.09 3,942,400
31/12/2020 8.00 150,000
Total 5,628,400

The Phantom shares (as presented in above mentioned table) have been provided for assuming cash payments will be effected, as the Company assesses that it is more likely to be settled in cash.

17. Earnings per share

Basic and diluted earnings per share were calculated as follows:

Three-month
period ended
31 March 2017
Three-month
period ended
31 March 2016
(unaudited) (unaudited)
Profit for the period attributable to equity holders (Euro) 32,180,000 16,440,000
Weighted average number of shares for calculating
basic earnings per share
460,216,478 460,216,478
Basic earnings per share (Euro) 0.07 0.04

There have been no potentially dilutive instruments as at 31 March 2017, 31 March 2016 and 31 December 2016.

18. Subsequent events

On 1 May 2017, the Company purchased a subsidiary, which holds a land designated for office development in Budapest.

On 4 May 2017, the Company sold Galeria Burgas and Galeria Stara Zagora shopping centres in Bulgaria.

19. Release date

The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 12 May 2017.