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GTC - Globe Trade Centre S.A. — Interim / Quarterly Report 2020
Nov 24, 2020
5627_rns_2020-11-24_10d83dfa-f2db-4046-92ab-32db82d8f354.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM REPORT OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE AND NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2020
Place and date of publication: Warsaw, 24 November 2020
MANAGEMENT BOARD'S REPORT ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE AND NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2020
Table of content
| Item 1. Introduction |
4 |
|---|---|
| Item 2. Selected financial data |
6 |
| Item 3. Presentation of the Group | 7 |
| Item 3.1. General information about the Group | 7 |
| Item 3.2. Structure of the Group | 8 |
| Item 3.3. Changes to the principal rules of the management of the Company and the Group | 8 |
| Item 4. Main events of the nine months to 30 September 2020 |
9 |
| Item 5. Operating and financial review |
12 |
| Item 5.1. General factors affecting operating and financial results | 12 |
| Item 5.2. Specific factors affecting financial and operating results | 14 |
| Item 5.3.Presentation of differences between achieved financial results and published forecasts |
16 |
| Item 5. 4. Statement of financial position |
16 |
| Item 5.4.1. Key items of the statement of financial position |
16 |
| Item 5.4.2. Financial position as of 30 September 2020 compared to 31 December 2019 |
17 |
| Item 5.5. Consolidated income statement | 18 |
| Item 5.5.1. Key items of the consolidated income statement | 18 |
| Item 5.5.2. Comparison of financial results for the nine-month period ended 30 September 2020 with the result | |
| for the corresponding period of 2019 | 20 |
| Item 5.5.3. Comparison of financial results for the three-month period ended 30 September 2020 with the | |
| result for the corresponding period of 2019 |
22 |
| Item 5. 6. Consolidated cash flow statement | 23 |
| Item 5.6.1. Key items from consolidated cash flow statement |
23 |
| Item 5.7. Future liquidity and capital resources |
25 |
| Item 6. Information on loans granted with a particular emphasis on related entities |
26 |
| Item 7. Information on granted and received guarantees with a particular emphasis on guarantees granted to related | |
| entities |
26 |
| Item 8. Shareholders who, directly or indirectly, have substantial shareholding | 27 |
| Item 9. Shares in GTC held by members of the Management Board and the Supervisory Board |
28 |
| Item 10. Material transactions with related parties concluded on terms other than market terms |
29 |
| 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 is material | 29 |
Item 1.Introduction
The GTC Group is a leading real estate investor and developer focusing on Poland and capital cities in Eastern and Southern Europe: Belgrade, Budapest, Bucharest, Zagreb and Sofia. The Group was established in 1994.
Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development (iv) assets held for sale and (v) residential landbank.
Since its establishment and as of 30 September 2020 the Group has: (i) developed approximately 1.2 million sq m of gross commercial space and approximately 300 thousand sq m of residential space; (ii) sold approximately 570 thousand sq m of gross commercial space in completed commercial properties and approximately 300 thousand sq m of residential space; and (iii) acquired approximately 150 thousand sq m of commercial space in completed commercial properties. Additionally, GTC Group developed and sold over 100 thousand sq m of commercial space and approximately 76 thousand sq m of residential space through its associates in the Czech Republic.
As of 30 September 2020, the Group`s property portfolio comprised the following properties:
- 45 completed commercial buildings, including 40 office buildings and five retail properties with a total combined commercial space of approximately 716 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 706 thousand sq m of GLA;
- assets held for sale, including one completed office building with a total commercial space of approximately 31 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 31 thousand sq m of GLA. The building was sold on 20 October 2020.
- four office buildings under construction with total GLA of approximately 66 thousand sq m, of which the Group's proportional interest amounts to 66 thousand sq m of GLA;
- commercial landbank designated for future development; and
- residential landbank designated for sale.
As of 30 September 2020, the book value of the Group's portfolio amounts to €2,234,776 with: (i) the Group's completed investment properties account for 84% thereof; (ii) investment properties under construction for 5%; (iii) an investment landbank intended for future development for 6%; (iv) right of use of lands under perpetual usufruct for 2% (v) assets held for sale for 3% and (vi) residential landbank account for less than 1%. Based on the Group's assessment approximately 99% of the portfolio is core and remaining 1% is non-core assets, including landplots designated for sale and residential landbank.
The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in mWIG 40.
The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 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 PLGTC0000177, PLGTC0000219, PLGTC0000227, PLGTC0000235, PLGTC0000243, PLGTC0000268, PLGTC0000276, PLGTC0000292 and PLGTC0000318; "the Report" refers to the consolidated quarterly report prepared pursuant to art. 66 of the Decree of the Finance Minister of 29 March 2018 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", 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; ''FFO", "FFO I" is profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate re-measurement, share based payment provision and unpaid financial expenses) and one off items (such as FX differences and residential activity); "EPRA NAV" is total equity less non-controlling interest, less: deferred tax liability related to real estate assets and derivatives at fair value; "EBITDA" is earning before fair value adjustments, interest, tax, depreciation and amortization; "In-place rent" is rental income that was in place as of the reports date. It includes headline rent from premises, income from parking and other rental income; "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" and elsewhere in this Report as well as under Item 12. "Key risk factors" in Management Board's report on the activities of Globe Trade Centre S.A. Capital Group in the six-month period ended 30 June 2020. 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 and nine-month periods ended 30 September 2020 and 2019. 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 nine-month period ended 30 September 2020 (including the notes thereto). The Group has derived the financial data presented in accordance with IFRS from the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2020.
Selected financial data presented in PLN is derived from the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2020 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 nine-month period ended 30 September |
For the three-month period ended 30 September |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | € | PLN | € | PLN | € | PLN | € | PLN |
| Consolidated Income Statement |
||||||||
| Revenue from rental activity | 121,574 | 537,843 | 124,629 | 536,141 | 42,884 | 190,458 | 43,347 | 187,173 |
| Service costs | (30,591) | (135,335) | (30,861) | (132,761) | (10,536) | (46,800) | (10,690) | (46,161) |
| Gross margin from operations | 90,983 | 402,508 | 93,768 | 403,380 | 32,348 | 143,658 | 32,657 | 141,012 |
| Selling expenses | (1,002) | (4,433) | (1,098) | (4,723) | (295) | (1,312) | (363) | (1,567) |
| Administrative expenses Profit/(loss) from revaluation/impairment of |
(7,183) | (31,778) | (11,209) | (48,220) | (2,629) | (11,674) | (2,442) | (10,581) |
| assets, net Financial income/(expense), |
(66,915) | (299,286) | 21,784 | 93,601 | 917 | 4,151 | 5,302 | 23,189 |
| net Foreign exchange differences |
(25,079) | (110,949) | (25,027) | (107,664) | (8,201) | (36,439) | (8,972) | (38,735) |
| gain/(loss), net Net profit / (loss) |
(4,109) | (18,178) | (275) | (1,183) | (873) | (3,897) | 154 | 659 |
| Basic and diluted earnings per share (not in thousands) |
(16,505) (0.03) |
(76,958) (0.16) |
62,908 0.13 |
270,533 0.56 |
17,319 0.04 |
76,207 0.16 |
20,061 0.04 |
86,871 0.18 |
| Weighted average number of issued ordinary shares (not in thousands) |
485,555,122 | 485,555,122 | 484,357,553 | 484,357,553 | 485,555,122 | 485,555,122 | 485,555,122 485,555,122 |
|
| Consolidated Cash Flow Statement | ||||||||
| Net cash from operating activities |
75,520 | 334,100 | 73,302 | 315,332 | ||||
| Net cash used in investing activities |
(58,728) | (259,813) | (11,866) | (51,040) | ||||
| Net cash from/(used in) financing activities |
(51,548) | (228,048) | 10,233 | (44,630) | ||||
| Cash and cash equivalents at the end of the period |
139,078 | 629,578 | 151,716 | 663,545 |
| As of 30 September | |||||
|---|---|---|---|---|---|
| 2020 | As of 31 December 2019 |
||||
| EUR | PLN | EUR | PLN | ||
| Consolidated statement of financial position | |||||
| Investment property completed and under construction |
1,992,358 | 9,019,006 | 2,087,268 | 8,888,631 | |
| Investment property landbank | 125,592 | 568,530 | 115,277 | 490,907 | |
| Right of use of lands under perpetual usufruct |
43,181 | 195,472 | 44,485 | 189,439 | |
| Residential landbank | 10,104 | 45,739 | 13,388 | 57,013 | |
| Assets held for sale | 63,541 | 287,637 | - | - | |
| Cash and cash equivalents | 139,078 | 629,578 | 179,636 | 764,980 | |
| Others | 75,808 | 343,168 | 82,688 | 352,127 | |
| Total assets | 2,449,662 | 11,089,130 | 2,522,742 | 10,743,097 | |
| Non-current liabilities | 1,239,414 | 5,610,579 | 1,192,168 | 5,076,847 | |
| Current liabilities | 177,245 | 802,353 | 271,912 | 1,157,938 | |
| Total Equity | 1,033,003 | 4,676,198 | 1,058,662 | 4,508,312 | |
| Share capital | 11,007 | 48,556 | 11,007 | 48,556 |
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 capital cities in Eastern and Southern Europe: Belgrade, Budapest, Bucharest, Zagreb and Sofia. The Group was established in 1994.
Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development, (iv) assets held for sale and (v) residential landbank.
Since its establishment and as of 30 September 2020 the Group has: (i) developed approximately 1.2 million sq m of gross commercial space and approximately 300 thousand sq m of residential space; (ii) sold approximately 570 thousand sq m of gross commercial space in completed commercial properties and approximately 300 thousand sq m of residential space; and (iii) acquired approximately 150 thousand sq m of commercial space in completed commercial properties. Additionally GTC Group developed and sold over 100 thousand sq m of commercial space and approximately 76 thousand sq m of residential space through its associates in the Czech Republic.
As of 30 September 2020, the Group`s property portfolio comprised the following properties:
- 45 completed commercial buildings, including 40 office buildings and five retail properties with a total combined commercial space of approximately 716 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 706 thousand sq m of GLA;
- assets held for sale , including one completed office building with a total commercial space of approximately 31 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 31 thousand sq m of GLA. The building was sold on 20 October 2020.
- four office buildings under construction with total GLA of approximately 66 thousand sq m, of which the Group's proportional interest amounts to 66 thousand sq m of GLA;
- commercial landbank designated for future development; and
- residential landbank designated for sale.
As of 30 September 2020, the book value of the Group's portfolio amounts to €2,234,776 with: (i) the Group's completed investment properties account for 84% thereof; (ii) investment properties under construction for 5%; (iii) an investment landbank intended for future development for 6%; (iv) right of use of lands under perpetual usufruct for 2% (v) assets held for sale for 3% and (vi) residential landbank account for less than 1%. Based on the Group's assessment approximately 99% of the portfolio is core and remaining 1% is non-core assets, including landplots designated for sale and residential landbank.
The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in mWIG 40.
The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
Item 3.2. Structure of the Group
The structure of Globe Trade Centre S.A. Capital Group as of 30 September 2020 is presented in the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2020 in Note 4 "Investment in subsidiaries, associates and joint ventures".
The following changes in structure of the Group occurred in the nine-month period ended 30 September 2020:
- Julesberg Sp. z o.o. was liquidated,
- Jowett Sp. z o.o. was liquidated,
- Glorine investments Sp. z o.o is under liquidation,
- Glorine investments Sp. z o.o. s.k.a. is under liquidation,
- SASAD Resort Kft. Merged to GTC Hungary Ltd,
- Amarantan Ltd. Merged to Center Point I. Kft.
- acquired the remaining 20% in Marlera Golf LD d.o.o.
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.
On 16 April 2020, the Supervisory Board of the Company appointed Mr. Yovav Carmi as member of the Management Board of the Company.
On 22 June 2020, the Supervisory Board of the Company adopted a resolution regarding the dismissal of Mr. Thomas Kurzmann from the position of member of the Management Board of the Company and the appointment of Mr. Robert Snow to the Management Board of the Company effective as of the moment of receipt by the Company of the notification issued by LSREF III GTC INVESTMENTS B.V. regarding the indirect disposal of shares in the share capital of the Company resulting from the disposal by LSREF III GTC INVESTMENTS B.V. of all of the shares in the share capital of GTC DUTCH HOLDINGS B.V. On 23 June 2020 the Company received from LSREF III GTC INVESTMENTS B.V. and Lone Star Real Estate Partners III, L.P. mentioned above notification of a change in the shareholding of the Company.
On 1 July 2020, the Supervisory Board of the Company appointed Mr. Gyula Nagy as member of the Management Board of the Company.
On 28 July 2020, the Supervisory Board of the Company appointed Mr. Ariel Alejandro Ferstman as member of the Management Board of the Company.
On 28 July 2020, the Company and Mr. Erez Boniel have mutually agreed to terminate his appointment as a member to the Management Board of the Company.
On 18 September 2020, the Supervisory Board of the Company appointed Yovav Carmi as the President of the Management Board of the Company.
Item 4. Main events of the nine months to 30 September2020
On 27 January 2020, Midroog announced cessation of debt rating for Globe Trade Centre S.A. at the Company's request, in light of not raising debt in Israel.
In February 2020, the Group signed with Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien AG a loan agreement, which refinanced the existing loan of Galeria Jurajska with a top-up of €46,000, to a total of €130,000.
In March 2020, GTC Group has completed the construction of office building (Green Heart N3) in Belgrade.
From mid-March 2020, it became apparent that the economic disruptions caused by the COVID-19 virus and the increased market uncertainty combined with an increased volatility in the financial markets might lead to a potential decrease in the Company assets' values , as well as impact on the Company's compliance with financial covenants. While the exact effect of the coronavirus is still to be determined , it is clear that it poses substantial risks. (see Item 5.2 in this Report and note 16 in the unaudited interim condensed consolidated financial statements for the ninemonth period ended 30 September 2020).
On 6 April 2020, the Company received notification from LSREF III GTC INVESTMENTS B.V. ("Seller") and OPTIMUM VENTURES MAGÁNTŐKEALAP ("Buyer"), that the Seller and the Buyer entered into a conditional share purchase agreement relating to the acquisition of 100% of the shares in GTC Dutch Holdings B.V., which, according to the notification, holds 298,575,091 shares in the Company representing 61.49% of the share capital of the Company and carrying the right to 61.49% of the total number of votes in the Company. (see current report no 4/20202).
On 9 April 2020, Mr. Alexander Hesse, Chairman of the Supervisory Board, resigned from the Supervisory Board of the Company, effective 16 April 2020.
On 16 May 2020, the GTC Dutch Holdings B.V appointed Mr. Christian Harlander as a Supervisory Board member.
On 16 April 2020, the Supervisory Board of the Company chose Mr. Jan-Christoph Düdden as a Chairman of the Supervisory Board.
On 16 April 2020, the Supervisory Board of the Company appointed Mr. Yovav Carmi as member of the Management Board of the Company.
On 22 June 2020, the Supervisory Board of the Company adopted a resolution regarding the dismissal of Thomas Kurzmann from the position of member of the Management Board of the Company and the appointment of Robert Snow to the Management Board of the Company effective as of the moment of receipt by the Company of the notification issued by LSREF III GTC INVESTMENTS B.V. regarding the indirect disposal of shares in the share capital of the Company resulting from the disposal by LSREF III GTC INVESTMENTS B.V. of all of the shares in the share capital of GTC DUTCH HOLDINGS B.V.
On 23 June 2020, it received resignations of the following five members of the Supervisory Board of Globe Trade Centre S.A.: Jan-Christoph Düdden, Olivier Brahin, Patrick Haerle, Christian Harlander and Katharina Schade, such resignations being effective as of the moment of receipt by the Company of the notification issued by LSREF III GTC INVESTMENTS B.V. regarding the indirect disposal of shares in the share capital of the Company resulting from the disposal by LSREF III GTC INVESTMENTS B.V. of all of the shares in the share capital of GTC DUTCH HOLDINGS B.V.
On 23 June 2020, the Company received from LSREF III GTC INVESTMENTS B.V. ("LSREF") and Lone Star Real Estate Partners III, L.P. ("Lone Star") a notification of a change in the shareholding of the Company issued pursuant to Article 69 section 1 item 2 in conjunction with Article 87 section 5 item 1 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
According to the notification, on 23 June 2020, as a result of the disposal of the shares held by LSREF in the share capital of GTC Dutch Holdings B.V. (the majority shareholder of the Company) to GTC Holding Zártkörüen Müködö Részvénytársaság, the indirect disposal of 298,575,091 shares in the Company constituting 61.49% of the shares in the share capital of the Company, corresponding to 298,575,091 votes at the general meeting of the shareholders of the Company constituting 61.49% of the votes at the general meeting of shareholders of the Company occurred.
On 23 June 2020, the GTC Dutch Holdings B.V appointed Dr. Zoltán Fekete, Mr.Balázs Figura, Dr. János Péter Bartha, Mr. Bálint Szécsényi and Mr. Péter Bozó as members of the Supervisory Board of the Company, effective immediately.
On 1 July 2020, the Supervisory Board of the Company appointed Mr. Gyula Nagy as member of the Management Board of the Company.
On 1 July 2020, the Supervisory Board of the Company chose Mr. Zoltán Fekete as a Chairman of the Supervisory Board.
On 28 July 2020, the Supervisory Board of the Company appointed Mr. Ariel Alejandro Ferstman as member of the Management Board of the Company.
On 28 July 2020, the Company and Mr. Erez Boniel have mutually agreed to terminate his appointment as a member to the Management Board of the Company.
On 28 July 2020, the Supervisory Board of the Company, following the recommendation of the Management Board hereby issued a positive opinion on the Management Board's proposal to deviate from published dividend policy (dividend policy published on 20 March 2017) and retain the profit for the year ended 31 December 2019 in the amount of PLN 321,756,000 by the Company and allocate to the reserve/supplementary capital, and thus the Supervisory Board of the Company recommends not to pay dividend out of profits earned by the Company in the financial year ended on 31 December 2019. The final decision regarding the distribution of Company's profit for the year ended 31 December 2019 was made by the General Shareholders' Meeting of the Company. On 27 August 2020 the General Shareholders' Meeting of the Company decided not to distribute dividend for 2019.
On 31 July 2020, the Management Board of the Company convened the General Shareholders' Meeting of the Company for 27 August 2020.
In July 2020, the Group signed a letter of intent to sale of Spiral office building in Budapest. Accordingly, as of 30 September 2020, the asset is presented within the assets held for sale, with a total fair value of €61,400.
On 17 September 2020, a subsidiary of GTC, operating the Galeria Północna project, entered into an annex to a loan agreement with Bank Pekao SA in order to relax the debt service coverage ratio (DSCR) covenant and to cure the loan-to-value (LTV) covenant breach. According to the annex, the subsidiary repaid in advance a part of outstanding loan in the amount of €9,500 and agreed to repay additionally up to €3,000 within 12 months of the date of the Annex. DSCR covenant was relaxed for 18 months from the date of the signed annex.
On 18 September 2020, the Supervisory Board of the Company appointed Yovav Carmi as the President of the Management Board of the Company. Mr. Carmi was a member of the Management Board of the Company from 16 April 2020.
In September 2020, the Group acquired the remaining 20% in Marlera Golf LD d.o.o. for a consideration of €2,800, €1,800 of which was paid in September 2020 (the remaining part of €1,000 will be paid upon completion of certain conditions). Following the transaction GTC remained the sole owner of the subsidiary. As a result of the transaction, the NCI increased by €3,600 and the capital reserve decreased by €6,400. Consequently, the total equity decreased by €2,800.
In third quarter of 2020, GTC Group has started the construction of office building (Sofia Tower 2) in Sofia, Bulgaria.
Events that took place after 30 September 2020:
On 20 October 2020, Spiral I Kft., an indirect fully owned subsidiary of the Company, signed a sale and purchase agreement for the sale of Spiral office building for a consideration of €62.700. On 5 November 2020 all conditions precedents for the sale were concluded and the purchase price was paid in full. In parallel with the Closing Spiral I kft repaid the full outstanding amount of the loan with Erste Bank.
On 27 October 2020, the Company received a notification from GTC Holding Zártkörűen Működő Részvénytársaság with its registered office in Budapest, Hungary ("GTC Holding Zrt") regarding an increase to 66% in the total number of votes in the Company ("Notification"). The acquisition of the above-mentioned shares in the share capital of the Company took place as a result of the conclusion on 22 October 2020 and settlements on 23 October 2020 (in relation to shares acquired from other than South African shareholders of the Company) and on 27 October 2020 (in relation to shares acquired from South African shareholders of the Company) of transactions of the acquisition of the Company's shares covered by acceptance subscriptions for the sale of shares under the tender offer for the sale of shares in the Company announced by GTC Holding Zrt on 7 September 2020 ("Tender Offer"). After the abovementioned acquisition, GTC Holding Zrt holds jointly 320,466,380 shares of the Company, entitling to 320,466,380 votes in the Company, representing 66% of the share capital of the Company and carrying the right to 66% of the total number of votes in the Company, including:
- directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the Company, representing 4.51% of the share capital of the Company and carrying the right to 4.51% of the total number of votes in the Company; and
- indirectly (i.e. through the GTC Dutch Holdings B.V.) holds 298,575,091 shares of the Company, entitling to 298,575,091 votes in the Company, representing 61.49% of the share capital of the Company and carrying the right to 61.49% of the total number of votes in the Company.
As of 7 November 2020, the Polish government has implemented rigorous measures to contain the spread of COVID-19, including, among others, the closure of shops in shopping malls, except those selling essential goods (such as groceries, other food stores and pharmacies). Measures taken by the government will affect our business. The currently known impact is a decline in revenues of shopping malls. The magnitude of the impact is not yet fully known and will depend between the others, on the length of the closure.
On 12 November 2020, Scope Ratings assigned a first-time issuer rating of BBB-/Stable investment grade to the Company and its subsidiary GTC Real Estate Development Hungary Zrt. GTC plans to issue green bonds within the framework of the Bond Funding for Growth Scheme in Hungary. The potential unsecured debt has also been rated BBB-.
On 13 November 2020, GTC Future Kft, a newly established fully owned subsidiary acquired a land plot with an existing old office and industrial buildings in Vaci Corridor in Budapest for a total amount of €21.350. The buildings have leasable area of 12,000 sq m. The Company plans to demolish the buildings and develop office buildings in phases with a total leasable area of 64,000 sq m.
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 economic crisis may slow down the general economy in the countries, where the Group operates. The economic downturn in those countries may result in reduced demand for property, growth of vacancy rates, and increased competition in the real estate market, which may adversely affect 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, may result in a drop in sales dynamics, and, on the other, an increase in vacancy rates and lower rent revenues from leased space, may significantly impact the results of operations of the Group. Specifically, the Group may be force to change some of its investment plans. Additionally, the Group may 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 nine-month period ended 30 September 2020 and for the nine-month period ended 30 September 2019, the Group derived 75% and 75% 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 nine-month period ended 30 September 2020 and for the nine-month period ended 30 September 2019, the Group derived 25% and 25% 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.
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 loss from revaluation and impairment of assets of €66,915 in the nine-month period ended 30 September 2020 and €21,784 gain in nine-month period ended 30 September 2019.
Impact of interest rate movements
Substantially all of the loans of the Group have a variable interest rate, mainly connected to EURIBOR. Increases in interest rates generally increase the Group's financing costs. At 30 September 2020, 92% of the Group's borrowings are hedged. 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, -0.328% as of 2 January 2018, as -0.3100% as of 2 January 2019 and -0.379 % as 2 January 2020 (EURIBOR for three-month deposits).
Impact of foreign exchange rate movements
For the nine-month period ended 30 September 2020 and for the nine -month period ended 30 September 2019 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, 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 development 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
COVID-19
The COVID- 19 pandemic has developed rapidly in 2020, with a significant number of cases. Local governments in the six countries of our operations have implemented rigorous measures to contain the spread of COVID-19, including, among others, the closure of all stores except those selling essential goods (such as groceries, other food stores and pharmacies). The first closures were in the spring 2020 and now the Polish government decided to close the shops in shopping mall for an initial period between 7 to 29 November 2020 (see note 20 in the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2020).
Governments across the Group's CEE region have adopted laws implementing measures to assist tenants, ranging from allowing the ability to defer rental payments for businesses impacted by COVID-19, to providing state financial aid covering part of their costs for the duration of the restrictions.
The Company, just as many other landlords in the market, has an ongoing active dialogue with its tenants regarding their business performance and ability to pay.
As of the balance sheet date, the loss of rent and service income related to the COVID-19 amounted to €9,900.
The asset management team is committed to working together with tenants to maintain sustainable, long-term relationships. Any discounts will be agreed on case-by-case basis, based on a thorough analysis of the tenants' financial situation, occupancy cost ratio and other factors, and will be focused on maintaining a functioning retail environment for the long term.
The Group is committed to its prudent financial policy, focused on a conservative gearing ratio of (45.3% as at 30 September 2020) and robust liquidity. In response to the recent events, the Company actively implemented various measures focused on optimizing the costs, including:
-
reducing non-critical operating expenses, especially for the period in which most of the retailers in the shopping centres were not trading and allocating capital;
-
deferring non-committed development projects;
- deferring non-essential capital expenditure;
- retaining all the profits earned by the Company in 2019, and proposed not to distribute dividend for 2019
The Group plans to be compliant with debt-service obligation. As of 30 September 2020, the Group holds cash in the amount of €139,000.
Valuations
Notwithstanding the above, as of 30 September 2020 the Company received letters from its valuers confirming that the values of its assets as of 30 June 2020 are still substantially valid in all material respects, however subject to material uncertainty as regarding their value.
The increased uncertainty and increased volatility in the financial markets might have an effect in the future asset valuations, as well as impact on the Company's compliance with financial covenants. While the exact effect of the coronavirus is unknown and unknowable, it is clear that it poses substantial risks of reduction of income, increasing yields, increasing collection costs, and FX volatility.
The Company run stress tests which indicated that the going concern assumption remains valid for at least 12 months from the financial statement publication date.
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.
With respect to a €59,100 loan from Banka Intesa ad Beograd, Vseobecna Uverova Banka a.s. and Privredna Banka Zagreb d.d. granted to a subsidiary of GTC operating the Ada Mall project, the DSCR covenant which would not have been met was waived by the banks as of 30 June 2020 until the end of June 2021.
With respect to a €126,300 loan from Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien AG granted to a subsidiary (Galeria Jurajska), the DSCR covenant was waived as of 30 June 2020 until the end of June 2021.
On 17 September 2020 a subsidiary of GTC, operating the Galeria Północna project, entered into an annex to a loan agreement with Bank Pekao SA in order to relax the DSCR (debt service coverage ratio) covenant and to cure the LTV (loan-to-value) covenant breach. According to the annex, the subsidiary repaid in advance a part of outstanding loan in the amount of €9,500 and agreed to repay additionally up to €3,000 within 12 months of the date of the Annex. DSCR covenant was relaxed for 18 months from the date of the signed annex.
The Group is continuously assessing the situation and undertakes mitigating steps to reduce the impact that may be caused by the adverse market situation.
Other
In February 2020, the Group signed with Erste and Raiffeisen banks a loan agreement, which refinanced the existing loan of Galeria Jurajska with a top-up of €46,000, to a total of €130,000.
In July 2020, the Group signed a letter of intent to sale of Spiral office building in Budapest. Accordingly, as of 30 September 2020, the asset is presented within the assets held for sale, with a total fair value of €61,400. The building was sold on 20 October 2020.
On 17 September 2020, a subsidiary of GTC, operating the Galeria Północna project, entered into an annex to a loan agreement with Bank Pekao SA in order to relax the DSCR (debt service coverage ratio) covenant and to cure the LTV (loan-to-value) covenant breach. According to the annex, the subsidiary repaid in advance a part of outstanding loan in the amount of €9,500 and agreed to repay additionally up to €3,000 within 12 months of the date of the Annex.
On 27 August 2020, the General Shareholders' Meeting of the Company decided not to distribute dividend for 2019.
In September 2020, the Group acquired the remaining 20% in Marlera Golf LD d.o.o. for a consideration of €2,800, €1,800 of which was paid in September 2020 (the remaining part of €1,000 will be paid upon completion of certain conditions). Following the transaction GTC remained the sole owner of the subsidiary. As a result of the transaction, the NCI increased by €3,600 and the capital reserve decreased by €6,400. Consequently, the total equity decreased by €2,800.
In third quarter of 2020, GTC Group has started the construction of office building (Sofia Tower 2) in Sofia, Bulgaria.
Item 5.3.Presentation of differences between achieved financial results and published forecasts
The Group did not present forecasts for the nine-month period ended 30 September 2020 nor the full year 2020.
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; (iii) investment property landplots and (iv) right of use.
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.
Blocked deposits
Short-term blocked and long-term blocked deposits are restricted and can be used only for certain operating activities as determined by underlying contractual undertakings.
Derivatives
Derivatives include hedge instruments held by the Group that mitigate the risk of interest and currency rates fluctuations. 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 (if any) 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 calculating the present value of cash flows of each leg of the transaction, taking into account several risk statistics.
Item 5.4.2. Financial position as of 30 September 2020 compared to 31 December 2019
Assets
Total assets decreased by €73,080 (3%) to €2,449,662 as of 30 September 2020 from €2,522,742 as of 31 December 2019. The decrease was mainly due to devaluation of investment property resulting from the impact of the COVID-19 outbreak and a decrease in cash and cash equivalents as a result of repayment of bonds and investment mainly in assets under construction Green Heart, Advance Business Center II, Matrix B and Pillar.
The value of investment property and investment property landbank decreased by €85,899 (4%) to €2,161,131 as of 30 September 2020 from €2,247,030 as of 31 December 2019, mainly due to the impact of the COVID-19 outbreak on retail activity of the Company which lead to decrease in value of the properties of €65,248. Additionally, we reclassified Spiral office building (Budapest, Hungary) with the total value of €61,441 to asset held for sale following an offer to sell the property (Spiral was sold in October 2020). The decrease was partially offset by an investment of €48,314 mostly into assets under construction: Green Heart, Advance Business Center II, Matrix B and Pillar.
The value of assets held for sale increased to €63,541 as of 30 September 2020 from €0 as of 31 December 2019 mainly as a result of reclassification Spiral building (Budapest, Hungary) to asset held for sale following signing a letter of intent to sell the property.
The value of short-term blocked deposits decreased by €5,945 (18%) to €27,086 as of 30 September 2020 from €33,031 as of 31 December 2019 mainly as a result of a release of retention deposit related to construction works in Ada Mall.
The value of cash and cash equivalents decreased by €40,558 (23%) to €139,078 as of 30 September 2020 from 179,636 as of 31 December 2019 mainly as a result of repayment of bonds in the amount of € 58,496 and investment (net of loans received) in planned projects and projects under construction of approximately €36,416, partially offset by refinancing of loan related to Galeria Jurajska with the top-up of €46,000 (€42,208 net).
Liabilities
The value of loans and bonds decreased by €30,508 (3%) to €1,175,714 as of 30 September 2020 from €1,206,222 as of 31 December 2019. This decrease comes mainly from repayment of bonds in the amount of €58,496, repayment of existing loans in the amount of €37,441, partially offset by refinancing of loan (net) related to Galeria Jurajska with the top-up of €46,000 (€42,208 net) and drawdown of loans for projects under construction of €22,465.
The value of lease liability (incl. current portion of lease liabilities) decreased by €2,541 (5%) to €43,889 as of 30 September 2020 from €46,430 as of 31 December 2019, mainly due to foreign exchange gain, resulted from devaluation of local currencies.
The value of derivatives increased by €5,461 (86%) to €11,811 as of 30 September 2020 from €6,350 as of 31 December 2019, mainly due to foreign exchange differences on hedged liabilities, resulted from devaluation of local currencies in amount of €3,062 (this loss offset a foreign exchange differences profit in an amount of €3,062 on bonds nominated in PLN), and a loss in the amount of €2,664 relates to hedge of interest rate.
Investment and trade payables and provisions decreased by €17,389 (47%) to €19,901 as of 30 September 2020 from €37,290 as of 31 December 2019 mainly due a decrease in payables related to investment activities (Ada Mall and Matrix B).
Equity
The amount of accumulated profit decreased by €16,386 (3%) to €513,856 as of 30 September 2020 from €530,242 as of 31 December 2019, following recognition of loss for the period in the amount €16,505.
The value of foreign currency translation decreased by €4,057 to €3,114 loss as of 30 September 2020 from €943 gain as of 31 December 2019, mainly due to devaluation of local currencies.
The value of capital reserve increased by €6,391 (15%) to €49,489 as of 30 September 2020 from €43,098 as of 31 December 2019, mainly due to acquisition of non-controlling interest in Marlera.
Equity decreased by €25,659 (2%) to €1,033,003 as of 30 September 2020 from €1,058,662 as of 31 December 2019 mainly due to a decrease in accumulated profit in the amount of €16,386, following recognition of loss during the period.
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.
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.
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 personnel;
- costs related to the sale of investment properties;
- costs of audit, 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 development reflect the change in the fair value of investment properties and investment property under development.
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 nine-month period ended 30 September 2020 with the result for the corresponding period of 2019
Revenues from rental activity
Rental and service revenues decreased by €3,055 to €121,574 in the nine-month period ended 30 September 2020 from €124,629 in the nine-month period ended 30 September 2019. The decrease mainly resulted from a decrease in income of approximately €9,900 due to rent relief imposed by governments during lockdown of shopping malls and rent concessions and discounts provided by the Group to the retail tenants across the portfolio due to the COVID-19 outbreak combined with a decrease in rental revenues following the sale of GTC White House in the third quarter of 2019 and Neptun Office Center in the fourth quarter of 2019 of €2,900. The decrease was partially offset by an increase in the rental revenues due to completion of Ada Mall, Green Heart, ABC I and Matrix A of €8,600.
Cost of rental activity
Service cost decreased by €270 to €30,591 in nine-month period ended 30 September 2020 from €30,861 in the nine-month period ended 30 September 2019 mainly as a result of decrease of service costs and implemented savings in our shopping malls due to the COVID-19 outbreak of €720 combined with a decrease in the service costs due to the sale of GTC White House in the third quarter of 2019 and Neptun Office Center in the fourth quarter of 2019 of €1,138. The decrease was partially offset by an increase on service costs due to completion of Ada Mall, Green Heart, ABC I and Matrix A.
Gross margin from operations
Gross margin (profit) from operations decreased by €2,785 to €90,983 in the nine-month period ended 30 September 2020 from €93,768 in the nine-month period ended 30 September 2019 mostly resulting from a loss in rent and service revenues in our shopping malls across the portfolio due to the COVID-19 outbreak partially offset by newly completed properties net of sold assets.
Gross margin on rental activities in the nine-month period ended 30 September 2020 was 75% compared to 75% in the nine-month period ended 30 September 2019.
Administrative expenses
Administrative expenses (before provision for share based program) decreased by €6,356 to €8,242 in the ninemonth period ended 30 September 2020 from €14,598 in the nine-month period ended 30 September 2019. The administrative expenses in nine months to 30 September 2019 included one-off cost related to exercise of phantom shares of €5,900. Mark-to-market of share based program resulted in reversal of the provision of €1,059 in the nine-month period ended 30 September 2020 compared to reversal of the provision of €3,389 recognized in the nine-month period ended 30 September 2019. The above factors resulted in a decrease of administration expenses by €4,026 to €7,183 in the nine-month period ended 30 September 2020 from €11,209 in the nine-month period ended 30 September 2019.
Profit/(loss) from the revaluation/impairment of assets
Net loss from the revaluation/impairment of the assets amounted to €66,915 in the nine-month period ended 30 September 2020, as compared to a net profit of €21,784 in the nine-month period ended 30 September 2019. Net loss from the revaluation of the investment properties reflects mainly devaluation of our shopping malls across the portfolio which resulted from the impact of the COVID-19 outbreak on retail activity of the Group. The loss was offset by an increase in value on Spiral office building, in the amount of €9,783, due to a signed letter of intent to sell the building (Spiral was sold in October 2020).
Other expense, net
Other expenses (net of other income) amounted to €332 in the nine-month period ended 30 September 2020 as compared to an income of €97 in the nine-month period ended 30 September 2019.
Foreign exchange differences gain (loss)
Foreign exchange differences loss amounted to €4,109 in the nine-month period ended 30 September 2020, as compared to a foreign exchange loss of €275 in the nine-month period ended 30 September 2019. An increase is mainly due to significant devaluation of local currencies following the COVID-19 outbreak.
Financial income
Financial income amounted to €252 in the nine-month period ended 30 September 2020 as compared to €282 in the nine-month period ended 30 September 2019.
Financial cost
Financial cost increased by €22 to €25,331 in the nine-month period ended 30 September 2020 as compared to €25,309 in the nine-month period ended 30 September 2019. Average interest cost was at 2.5%.
Profit/(loss) before tax
Loss before tax was €13,637 in the nine-month period ended 30 September 2020, as compared to profit before tax of €78,040 in the nine-month period ended 30 September 2019. A decrease is mainly due to a recognition of loss from revaluation/impairment of assets in the amount of €66,915 (as compared to net profit from revaluation/impairment of assets in the amount of €21,784 in 2019) combined with higher foreign exchange differences loss by €3,834 and a decrease in gross margin from operations resulting from COVID-19 outbreak.
Taxation
Tax amounted to €2,868 in the nine-month period ended 30 September 2020. Taxation consist mainly of €4,575 of current tax expenses and €1,707 of deferred tax benefit.
Net profit/ (loss)
Net loss amounted to €16,505 in the nine-month period ended 30 September 2020, as compared to a net profit of €62,908 in nine-month period ended 30 September 2019. This mostly resulted from recognition of loss from revaluation/impairment of assets in the amount of €66,915 (as compared to net profit from revaluation/impairment of assets in the amount of €21,784 in 2019) combined with higher foreign exchange differences loss by €3,834 and a decrease in gross margin from operations resulting from COVID-19 outbreak, as well as recognition of tax of €2,868.
Item 5.5.3. Comparison of financial results for the three-month period ended 30 September 2020 with the result for the corresponding period of 2019
Revenues from rental activity
Rental and service charge revenues decreased by €463 to €42,884 in the three-month period ended 30 September 2020 from €43,347 in the three-month period ended 30 September 2019. The decrease mainly resulted from a decrease in income of approximately €1,900 due to rent concessions and discounts provided by the Group to the retail tenants across the portfolio due of the COVID-19 outbreak. The decrease was partially offset by an increase in the rental revenues due to completion of Green Heart, ABC I and Matrix A.
Cost of rental activity
Service cost decreased by €154 to €10,536 in three-month period ended 30 September 2020 from €10,690 in the three-month period ended 30 September 2019.
Gross margin from operations
Gross margin (profit) from operations decreased by €309 to €32,348 in the three-month period ended 30 September 2020 from €32,657 in the three-month period ended 30 September 2019 mostly resulting from a loss in rent and service revenues in our shopping malls across the portfolio due to the COVID-19 outbreak partially offset by newly completed and acquired properties partially net of sale of assets.
Gross margin on rental activities in the three-month period ended 30 September 2020 was 75% compared to 75% in the three-month period ended 30 September 2019.
Administrative expenses
Administrative expenses (before provision for share based program) decreased by €5,822 to €2,627 in the threemonth period ended 30 September 2020 from €8,449 in the three-month period ended 30 September 2019. The administrative expenses in three-month period to 30 September 2019 included one-off cost related to exercise of phantom shares of €5,900. Mark-to-market of share based program resulted in recognition provision of €2 in the three-month period ended 30 September 2020 compared to reversal of provision of €6,007 recognized in the threemonth period ended 30 September 2019. The above factors resulted in increase of administration expenses by €187 to €2,629 in the three-month period ended 30 September 2020 from €2,442 in the three-month period ended 30 September 2019.
Profit/(loss) from the revaluation/impairment of assets
Net profit from the revaluation/impairment of the assets amounted to €917 in the three-month period ended 30 September 2020, as compared to a net profit of €5,302 in the three-month period ended 30 September 2019. Net profit from the revaluation of project under construction (Advance Business Center II and Pillar).
Other income/(expense), net
Other income (net of other expense) amounted to €162 in the three-month period ended 30 September 2020 as compared to an income of €395 in the three-month period ended 30 September 2019.
Foreign exchange differences gain (loss)
Foreign exchange differences loss amounted to €873 in the three-month period ended 30 September 2020, as compared to a foreign exchange gain of €154 in the three-month period ended 30 September 2019.
Financial income
Financial income amounted to €79 in the three-month period ended 30 September 2020 as compared to €101 in the three-month period ended 30 September 2019.
Financial cost
Financial cost decreased by €793 to €8,280 in the three-month period ended 30 September 2020 as compared to €9,073 in the three-month period ended 30 September 2019.
Profit/ (loss) before tax
Profit before tax amounted to €21,429 in the three-month period ended 30 September 2020, as compared to profit before tax of €26,731 in the three-month period ended 30 September 2019. A decrease is mainly due to a decrease in revaluation/impairment of assets in the amount by €4,385.
Taxation
Tax amounted to €4,110 in the three-month period ended 30 September 2020. Taxation consist mainly of €1,720 of current tax expenses and €2,390 of deferred tax expenses.
Net profit/ (loss)
Net profit amounted to €17,319 in the three-month period ended 30 September 2020, as compared to a net profit of €20,061 in three-month period ended 30 September 2019. This mostly resulted from a decrease in revaluation/impairment of assets in the amount by €4,385 partially offset by decrease in tax by €2,560.
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.
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 may earn interest at floating rates based on daily bank deposit rates, if those are positive. 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, if those are positive. All cash is deposited in banks. 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 nine months ended on 30 September 2020 and 2019:
| Nine-month period ended 30 September |
Nine-month period ended 30 September |
|
|---|---|---|
| 2020 | 2019 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net cash from operating activities | 75,520 | 73,302 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Expenditure on investment property | (64,658) | (111,696) |
| Decrease in short term blocked deposits | 5,777 | 3,001 |
| Proceeds related to sale of investment property and expropriation of land |
500 | 77,576 |
| Purchase of minority | (1,802) | - |
| VAT/tax on purchase/sale of investment property | 1,410 | 19,169 |
| Interest received | 45 | 84 |
| Net cash used in investing activities | (58,728) | (11,866) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | 157,248 | 172,641 |
| Repayment of long-term borrowings | (183,729) | (87,804) |
| Repayment of lease liability | (156) | (1,682) |
| Dividends paid | - | (37,992) |
| Dividend paid to non-controlling interest | - | (429) |
| Interest paid | (22,582) | (21,774) |
| Loans origination cost | (954) | (1,269) |
| Decrease/(increase) in short term deposits | (1,375) | (11,458) |
| Net cash from (used in) financing activities | (51,548) | 10,233 |
| Net foreign exchange difference | (5,802) | (409) |
| Net increase/(decrease) in cash and cash equivalents | (40,558) | 71,260 |
| Cash and cash equivalents, at the beginning of the year | 179,636 | 80,456 |
| Cash and cash equivalents, at the end of the period | 139,078 | 151,716 |
Net cash flow from operating activities increased to €75,520 in the nine-month period ended 30 September 2020 compared to €73,302 in the nine-month period ended 30 September 2019, due to completion of Ada Mall, Green Heart, ABC I and Matrix A , partially offset by the decrease in income due to the rent relief imposed by governments during lockdown of shopping malls and rent concessions and discounts provided by the Group across the portfolio due to the COVID-19 outbreak combined with a decrease on rental and services revenues following the sale of GTC White House in the third quarter of 2019 and Neptun Office Center in the fourth quarter of 2019.
Net cash flow used in investing activities amounted to €58,728 in the nine-month period ended 30 September 2020 compared to €11,866 used in the nine-month period ended 30 September 2019. Cash flow used in investing activities mainly composed of (i) expenditure on investment properties of €64,658 related to: Green Heart, Advance Business Center, Matrix and Pillar, (ii) a decrease in short term blocked deposits of €5,777 and (iii) a purchase of minority of €1,802.
Net cash flow used in financing activities amounted to €51,548 in the nine-month period ended 30 September 2020, compared to €10,233 of cash flow from financing activities in the nine-month period ended 30 September 2019. Cash flow used in financing activities manly composed of (ii) repayment of long-term borrowings in the amount of €183,729 mainly loan repayment of €84,000 related to Galeria Jurajska, loan repayment of €9,500 related to Galeria Północna, settlement of maturing bonds in amount of €58,496, as well as amortization of existing loans in amount of €27,941; (ii) proceeds from long-term borrowings for the nine-month period ended 30 September 2020 in the amount of €157,248 that are related mainly to loans related to assets under construction in the amount of €22,465, refinancing of loans related to Galeria Jurajska in amount of €130,000; and (iii) interest paid in the amount of €22,582.
Cash and cash equivalents as 30 September 2020 amounted to €139,078 compared to €151,716 as of 30 September 2019. The Group keeps its cash in the form of bank deposits.
Item 5.7. Future liquidity and capital resources
As of 30 September 2020, the Group believes that its cash balances, cash generated from leasing activities of its investment properties and cash available under its existing and future loan facilities will fund its needs.
The Group endeavors 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 30 September 2020, the Group's non-current liabilities amounted to €1,239,414 compared to €1,192,168 as of 31 December 2019.
The Group's total debt from long and short-term loans and borrowings as of 30 September 2020 amounted to €1,175,714 as compared to €1,206,222 as of 31 December 2019.
The Group's loans and borrowings are mainly denominated in Euro. Debt in other currencies include bonds (series matures in 2022-2023) in PLN and investment loan of Spiral in HUF (repaid in October 2020).
The Group's loan-to-value ratio amounted to 45% as of 30 September 2020, as compared to 44% as of 31 December 2019. The Group's strategy is to keep its loan-to-value ratio at the level not exceeding 50%.
During the first quarter of 2020, the Group signed a loan agreement which refinanced the existing loan of Galeria Jurajska with a top-up of €46,000, to a total of €130,000. The Group plans a number of refinancing transactions which will defer the amortization profile of its debt.
As of 30 September 2020, 92% of the Group's loans (by value) were hedged against interest fluctuations, mostly through interest rate swaps and cap transactions.
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 development dynamics and the Group's cash flow and net profit.
Traditionally, the principal sources of financing for the Group's core business included, rental revenues, bank loans, proceeds from bonds issued by the Company and proceeds from asset disposals.
With reference to the COVID-19 outbreak, the management has prepared and analysed cash flow budget based on certain hypothetical defensive assumptions, to assess the reasonableness of the going concern assumption in view of the current developments on the market. This analysis assumed certain loans repayment acceleration, negative impact on NOI as well as other offsetting measures, which the Management may take to mitigate the risks, including deferring the development activity and dividend pay-out.
Based on management's analysis, the current cash liquidity of the Company and the budget assumptions, Management concluded that there is no material uncertainty as to the Company's ability to continue as a going concern in the foreseeable future i.e. at least in the next 12 months. Management notes that it is difficult to predict ultimate short, medium and long-term impact of the macroeconomic conditions on the financial markets and the Company's activities but the expected impact may be significant. Accordingly Management conclusions will be updated and may change from time to time.
More information regarding impact of the COVID-19 outbreak is presented in the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2020 in Note 16 COVID-19 and Note 20 Subsequent events.
Item 6. Information on loans granted with a particular emphasis on related entities
During the three and nine-month periods ended 30 September 2020 the Group did not grant loans of with the total value is material.
Item 7. Information on granted and received guarantees with a particular emphasis on guarantees granted to related entities
During the three and nine-month periods ended 30 September 2020 the Group did not grant guarantees of with the total value is material.
GTC gives guarantees to third parties in the normal course of its business activities. As of 30 September 2020 the guarantees granted amounted to €0.
Additionally, the Company gave typical warranties in connection with sale of its assets, under the sale agreements, and construction cost-overruns guarantees to secure construction loans. The risk involved in above warranties and guarantees is very low.
In the normal course of 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.
| Shareholder | Number of shares and rights to the shares held (not in thousand) |
% of share capital |
Number of votes (not in thousand) |
% of votes | Change in number of shares since 19 August2020 (not in thousand) |
|---|---|---|---|---|---|
| GTC Holding | increase by | ||||
| Zártkörüen Müködö | 21,891,289 | 4.51% | 21,891,289 | 4.51% | 21,891,289 |
| Részvénytársaság¹ | |||||
| GTC Dutch Holdings | No change | ||||
| B.V. | 298,575,091 | 61.49% | 298,575,091 | 61.49% | |
| OFE PZU Złota Jesień² | 48,555,169 | 10.00% | 48,555,169 | 10.00% | No change |
| AVIVA OFE Aviva BZ | 37,739,793 | 7.77% | 37,739,793 | 7.77% | No change |
| WBK | |||||
| Other shareholders | 78,793,780 | 16.23% | 100,685,069 | 16.23% | decrease by |
| 21,891,289 | |||||
| Total | 485,555,122 | 100.00% | 485,555,122 | 100.00% |
The table is prepared based on information received directly from the shareholders.
¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC Holding Zártkörüen Müködö Részvénytársaság) holds 298,575,091 shares.
² holds below the 10% of the total number of votes, exactly 9.9999%
On 6 April 2020 the Company received notification from LSREF III GTC INVESTMENTS B.V. ("Seller") and OPTIMUM VENTURES MAGÁNTŐKEALAP ("Buyer"), that the Seller and the Buyer entered into a conditional share purchase agreement relating to the acquisition of 100% of the shares in GTC Dutch Holdings B.V., which, according to the notification, holds 298,575,091 shares in the Company representing 61.49% of the share capital of the Company and carrying the right to 61.49% of the total number of votes in the Company (see current report no 4/2020).
On 23 June 2020 the Company received from LSREF III GTC INVESTMENTS B.V. ("LSREF") and Lone Star Real Estate Partners III, L.P. ("Lone Star") a notification of a change in the shareholding of the Company issued pursuant to Article 69 section 1 item 2 in conjunction with Article 87 section 5 item 1 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
On 23 June 2020, as a result of the disposal of the shares held by LSREF III GTC INVESTMENTS B.V. in the share capital of GTC Dutch Holdings B.V. to GTC Holding Zártkörüen Müködö Részvénytársaság, the indirect disposal of 298,575,091 shares in the Company constituting 61.49% of the shares in the share capital of the Company, corresponding to 298,575,091 votes at the general meeting of the shareholders of the Company constituting 61.49% of the votes at the general meeting of shareholders of the Company occurred (see current report no 13/2020).
On 27 October 2020, the Company received a notification from GTC Holding Zártkörűen Működő Részvénytársaság with its registered office in Budapest, Hungary ("GTC Holding Zrt") regarding an increase to 66% in the total number of votes in the Company ("Notification"). The acquisition of the above-mentioned shares in the share capital of the Company took place as a result of the conclusion on 22 October 2020 and settlements on 23 October 2020 (in relation to shares acquired from other than South African shareholders of the Company) and on 27 October 2020 (in relation to shares acquired from South African shareholders of the Company) of transactions of the acquisition of the Company's shares covered by acceptance subscriptions for the sale of shares under the tender offer for the sale of shares in the Company announced by GTC Holding Zrt on 7 September 2020 ("Tender Offer"). after the abovementioned acquisition, GTC Holding Zrt holds jointly 320,466,380 shares of the Company, entitling to 320,466,380 votes in the Company, representing 66% of the share capital of the Company and carrying the right to 66% of the total number of votes in the Company, including:
directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the Company, representing 4.51% of the share capital of the Company and carrying the right to 4.51% of the total number of votes in the Company; and
indirectly (i.e. through the GTC Dutch Holdings B.V.holds 298,575,091 shares of the Company, entitling to 298,575,091 votes in the Company, representing 61.49% of the share capital of the Company and carrying the right to 61.49% of the total number of votes in the Company (see current report no 28/2020).
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 24 November 2020, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (interim report for the six-month period ended 30 June 2020) on 19 August 2020.
The information included in the table is based on information received from members of the Management Board.
| Management Board Member | Balance as of 24 November 2020 (not in thousand) |
Nominal value of shares in PLN (not in thousand) |
Change since 19 August 2020 (not in thousand) |
|---|---|---|---|
| Yovav Carmi | 0 | 0 | No change |
| Ariel Ferstman | 5,240 | 524 | No change |
| Gyula Nagy | 0 | 0 | No change |
| Robert Snow | 0 | 0 | No change |
| Total | 5,240 | 524 |
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 24 November 2020, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (interim report for the six-month period ended 30 June 2020) on 19 August 2020.
| Members of Supervisory Board | Balance as of 24 November 2020 (not in thousand) |
Nominal value of shares in PLN (not in thousand) |
Change since 19 August 2020 |
|---|---|---|---|
| Zoltán Fekete | 0 | 0 | No change |
| János Péter Bartha | 0 | 0 | No change |
| Péter Bozó | 0 | 0 | No change |
| Balázs Figura | 0 | 0 | No change |
| Mariusz Grendowicz | 10,158 | 1,016 | No change |
| Marcin Murawski | 0 | 0 | No change |
| Bálint Szécsényi |
0 | 0 | No change |
| Ryszard Wawryniewicz | 0 | 0 | No change |
| Total | 10,158 | 1,016 |
The information included in the table is based on information received from members of the Supervisory Board.
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 arm's 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 is material
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 is material.
GLOBE TRADE CENTRE S.A.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2020 TOGETHER WITH INDEPENDENT AUDITORS` REVIEW REPORT
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 30 September 2020 (in thousands of Euro)
| Note | 30 September 2020 (unaudited) |
31 December 2019 (audited) |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment property | 8 | 2,161,131 | 2,247,030 |
| Residential landbank | 10,104 | 13,388 | |
| Property, plant and equipment | 7,845 | 8,159 | |
| Blocked deposits | 10 | 12,680 | 11,137 |
| Derivatives | - | 265 | |
| Other non-current assets | 115 | 109 | |
| 2,191,875 | 2,280,088 | ||
| Loan granted to non-controlling interest partner | 9 | 11,183 | 10,976 |
| Total non-current assets | 2,203,058 | 2,291,064 | |
| Assets held for sale | 8 | 63,541 | - |
| Current assets | |||
| Accounts receivables | 7,823 | 10,269 | |
| Accrued income | 1,317 | 2,180 | |
| VAT receivable | 12 | 1,886 | 3,296 |
| Income tax receivable | 12 | 850 | 1,079 |
| Prepayments and deferred expenses | 5,023 | 2,187 | |
| Short-term blocked deposits | 10 | 27,086 | 33,031 |
| Cash and cash equivalents | 139,078 | 179,636 | |
| 183,063 | 231,678 | ||
| TOTAL ASSETS | 2,449,662 | 2,522,742 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 30 September 2020 (in thousands of Euro)
| Note | 30 September 2020 (unaudited) |
31 December 2019 (audited) |
|
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the Company | |||
| Share capital | 18 | 11,007 | 11,007 |
| Share premium | 550,522 | 550,522 | |
| Capital reserve | (49,489) | (43,098) | |
| Hedge reserve | (7,290) | (4,994) | |
| Foreign currency translation | (3,114) | 943 | |
| Accumulated profit | 513,856 | 530,242 | |
| 1,015,492 | 1,044,622 | ||
| Non-controlling interest | 9 | 17,511 | 14,040 |
| Total Equity | 1,033,003 | 1,058,662 | |
| Non-current liabilities | |||
| Long-term portion of long-term borrowing | 14 | 1,025,796 | 980,872 |
| Deposits from tenants | 12,680 | 11,137 | |
| Long term payable | 2,578 | 2,648 | |
| Provision for share based payment | 387 | 1,446 | |
| Lease liability | 15 | 43,702 | 46,222 |
| Derivatives | 11 | 9,082 | 2,611 |
| Provision for deferred tax liability | 145,189 | 147,232 | |
| 1,239,414 | 1,192,168 | ||
| Current liabilities | |||
| Investment and trade payables and provisions | 13 | 19,901 | 37,290 |
| Deposits from tenants | 28 | 1,605 | |
| Current portion of long-term borrowing | 14 | 149,918 | 225,350 |
| VAT and other taxes payable | 2,247 | 1,817 | |
| Income tax payable | 1,090 | 1,542 | |
| Derivatives | 11 | 2,729 | 3,739 |
| Current portion of lease liabilities | 15 | 187 | 208 |
| Advances received | 1,145 | 361 | |
| 177,245 | 271,912 | ||
| TOTAL EQUITY AND LIABILITIES | 2,449,662 | 2,522,742 | |
Globe Trade Centre S.A. Interim Condensed Consolidated Income Statement for the nine-month period ended 30 September 2020 (in thousands of Euro)
| Note | Nine-month period ended 30 September 2020 (unaudited) |
Nine-month period ended 30 September 2019 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2019 (unaudited) |
|
|---|---|---|---|---|---|
| Rental revenue | 5 | 91,697 | 93,866 | 32,659 | 32,903 |
| Service revenue | 5 | 29,877 | 30,763 | 10,225 | 10,444 |
| Service costs | 5 | (30,591) | (30,861) | (10,536) | (10,690) |
| Gross margin from operations | 90,983 | 93,768 | 32,348 | 32,657 | |
| Selling expenses | (1,002) | (1,098) | (295) | (363) | |
| Administration expenses | 6 | (7,183) | (11,209) | (2,629) | (2,442) |
| Profit from revaluation/impairment of | |||||
| assets | 8 | (66,915) | 21,784 | 917 | 5,302 |
| Other income | 769 | 934 | 714 | 647 | |
| Other expenses | (1,101) | (837) | (552) | (252) | |
| Profit (loss) from continuing operations before tax and finance income / (expense) |
15,551 | 103,342 | 30,503 | 35,549 | |
| Foreign exchange differences gain/ (loss), net |
(4,109) | (275) | (873) | 154 | |
| Finance income | 252 | 282 | 79 | 101 | |
| Finance cost | 7 | (25,331) | (25,309) | (8,280) | (9,073) |
| Profit (loss) before tax | (13,637) | 78,040 | 21,429 | 26,731 | |
| Taxation | 17 | (2,868) | (15,132) | (4,110) | (6,670) |
| Profit (loss) for the period | (16,505) | 62,908 | 17,319 | 20,061 | |
| Attributable to: | |||||
| Equity holders of the Company | (16,386) | 62,575 | 17,233 | 19,893 | |
| Non-controlling interest | 9 | (119) | 333 | 86 | 168 |
| Basic earnings per share (in Euro) | 19 | (0.03) | 0.13 | 0.04 | 0.04 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Comprehensive Income for the nine-month period ended 30 September 2020 (in thousands of Euro)
| Nine-month period ended 30 September 2020 (unaudited) |
Nine-month period ended 30 September 2019 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2019 (unaudited) |
|
|---|---|---|---|---|
| Profit (loss) for the period | (16,505) | 62,908 | 17,319 | 20,061 |
| Gain (loss) on hedge transactions Income tax |
(2,664) 368 |
(4,856) 602 |
(435) 69 |
(1,857) 201 |
| Net gain (loss) on hedge transactions | (2,296) | (4,254) | (366) | (1,656) |
| Foreign currency translation | (4,057) | (1,448) | (1,050) | (1,208) |
| Net other comprehensive income for the period, net of tax to be reclassified to profit or loss in subsequent periods |
(6,353) | (5,702) | (1,416) | (2,864) |
| Total comprehensive income for the period, net of tax |
(22,858) | 57,206 | 15,903 | 17,197 |
| Attributable to: | ||||
| Equity holders of the Company Non-controlling interest |
(22,739) (119) |
56,873 333 |
15,817 86 |
17,029 168 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Changes in Equity for the nine-month period ended 30 September 2020 (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 2020 |
11,007 | 550,522 | (43,098) | (4,994) | 943 | 530,242 | 1,044,622 | 14,040 | 1,058,662 |
| Other comprehensive income | - | - | - | (2,296) | (4,057) | - | (6,353) | - | (6,353) |
| Profit / (loss) for the period ended 30 September 2020 |
- | - | - | - | - | (16,386) | (16,386) | (119) | (16,505) |
| Total comprehensive income / (loss) for the period |
- | - | - | (2,296) | (4,057) | (16,386) | (22,739) | (119) | (22,858) |
| Acquisition of non-controlling interest |
- | - | (6,391) | - | - | - | (6,391) | 3,590 | (2,801) |
| Balance as of 30 September | 11,007 | 550,522 | (49,489) | (7,290) | (3,114) | 513,856 | 1,015,492 | 17,511 | 1,033,003 |
| 2020 (unaudited) |
| Share Capital | Share premium | Capital reserve | Hedge reserve | Foreign currency translation reserve |
Accumulated profit |
Total | Non-controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1 January |
10,960 | 546,711 | (36,054) | (4,542) | 1,680 | 496,996 | 1,015,751 | 5,044 | 1,020,795 |
| 2019 | |||||||||
| Other comprehensive income | - | - | - | (4,254) | (1,448) | - | (5,702) | - | (5,702) |
| Profit / (loss) for the period ended 30 September 2019 |
- | - | - | - | - | 62,575 | 62,575 | 333 | 62,908 |
| Total comprehensive income / (loss) for the period |
- | - | - | (4,254) | (1,448) | 62,575 | 56,873 | 333 | 57,206 |
| Transactions with non controlling interest |
- | - | (7,044) | - | - | - | (7,044) | 8,830 | 1,786 |
| Distribution of dividend | - | - | - | - | - | (41,579) | (41,579) | (429) | (42,008) |
| Issuance of shares | 47 | 3,811 | - | - | - | - | 3,858 | - | 3,858 |
| Balance as of 30 September 2019 (unaudited) |
11,007 | 550,522 | (43,098) | (8,796) | 232 | 517,992 | 1,027,859 | 13,778 | 1,041,637 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Cash Flows for the nine-month period ended 30 September 2020 (in thousands of Euro)
| Nine-month period ended 30 September 2020 |
Nine-month period ended 30 September 2019 |
||
|---|---|---|---|
| Note | (unaudited) | (unaudited) | |
| CASH FLOWS FROM OPERATING ACTIVITIES: Profit (loss) before tax |
(13,637) | 78,040 | |
| Adjustments for: | |||
| Loss/(profit) from revaluation/impairment of assets | 66,915 | (21,784) | |
| Foreign exchange differences loss/(gain), net | 4,109 | 275 | |
| Finance income | (252) | (282) | |
| Finance cost | 25,331 | 25,310 | |
| Share based payment (income) / expenses | (1,059) | (3,389) | |
| Depreciation and amortization | 478 | 496 | |
| Operating cash before working capital changes | 81,885 | 78,666 | |
| Increase in trade receivables, prepayments and other current assets | (454) | (3,120) | |
| Increase/(decrease) in advances received | 784 | (35) | |
| Increase/(decrease) in deposits from tenants | (34) | 2,277 | |
| Increase/(decrease) in trade and other payables | (1,640) | 289 | |
| Cash generated from operations | 80,541 | 78,077 | |
| Tax paid in the period | (5,021) | (4,775) | |
| Net cash flows from operating activities | 75,520 | 73,302 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Expenditure on investment property | (64,658) | (111,696) | |
| Decrease in short term deposits | 5,777 | 3,001 | |
| Proceeds related to expropriation of land | - | 4,917 | |
| Purchase of minority | (1,802) | - | |
| Sale of investment property | 8 | 500 | 72,659 |
| VAT/CIT on purchase/sale of investment property | 1,410 | 19,169 | |
| Interest received | 45 | 84 | |
| Net cash flows from/(used in) investing activities | (58,728) | (11,866) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from long-term borrowings | 14 | 157,248 | 172,641 |
| Repayment of long-term borrowings | 14 | (183,729) | (87,804) |
| Repayment of lease liabilities | (156) | (1,682) | |
| Dividends paid | - | (37,992) | |
| Dividends paid to non-controlling interest | - | (429) | |
| Interest paid | (22,582) | (21,774) | |
| Loans origination cost | (954) | (1,269) | |
| Decrease/(increase) in blocked deposits | 10 | (1,375) | (11,458) |
| Net cash from/(used in) financing activities | (51,548) | 10,233 | |
| Effect of foreign currency translation | (5,802) | (409) | |
| Net increase / (decrease) in cash and cash equivalents | (40,558) | 71,260 | |
| Cash and cash equivalents at the beginning of the period | 179,636 | 80,456 | |
| Cash and cash equivalents at the end of the period | 139,078 | 151,716 |
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 Komitetu Obrony Robotników 45a Street. The Company owns through subsidiaries commercial and residential real estate companies with a focus on Poland, Budapest, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group companies.
As at September 30, 2020 the majority shareholder was GTC Holding Zrt, holding 298,575,091 shares of Globe Trade Centre S.A, representing 61.49% of the share capital of Globe Trade Centre S.A and carrying the right to 61.49% of the total number of votes in Globe Trade Centre S.A, indirectly through its fully owned subsidiary GTC Dutch Holdings B.V. with its registered office in Amsterdam, the Netherlands (please see note 20).
Events in the period
In February 2020, GTC CTWA signed with Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien AG a loan agreement, which refinanced the existing loan of Galeria Jurajska with a top-up of Euro 46 million, to a total of Euro 130 million.
In March 2020, GTC Group has completed the construction of office building (Green Heart N3) in Belgrade.
On 16 April 2020, Mr. Yovav Carmi was appointed as member of the Management Board of the Company.
On June 23 2020 the Company received a notification from GTC HOLDING ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG ("GTC Holding Zmr") registered in Budapest, Hungary, and LSREF III GTC INVESTMENTS B.V. with its registered office in Amsterdam, the Netherlands of 100% of shares of GTC Dutch Holdings B.V. (the "Majority Shareholder") whereby the Majority Shareholder has sold all its shares, 298,575,091, representing 61.49% of the shares in the share capital of the Company to GTC Holding Zmr. After the abovementioned acquisition, GTC Holding Zmr (i.e. through the Majority Shareholder) holds indirectly 298,575,091 shares of the Company, representing 61.49% of the shares.
On 23 June 2020, Mr. Robert Snow was appointed as member of the Management Board of the Company.
On 23 June 2020, Mr. Thomas Kurzmann was dismissed from the Management Board of the Company.
On 1 July 2020, Mr. Gyula Nagy was appointed as member of the Management Board of the Company.
On 28 July 2020, Mr. Ariel Alejandro Ferstman was appointed as member of the Management Board of the Company.
On 28 July 2020, the Company and Mr. Erez Boniel have mutually agreed to terminate his appointment as a member to the Management Board of the Company.
1. Principal activities (continued)
In July 2020, the Group signed a letter of intent to sale of Spiral office building in Budapest. Accordingly, as of 30 September 2020, the asset is presented within the assets held for sale, with a total fair value of Euro 61.4 million (please see note 20).
On 17 September 2020 a subsidiary of GTC, operating the Galeria Północna project, entered into an annex to a loan agreement with Bank Pekao SA in order to relax the DSCR (debt service coverage ratio) covenant and to cure the LTV (loan-to-value) covenant breach. According to the annex, the subsidiary repaid in advance a part of outstanding loan in the amount of EUR 9.5 million and agreed to repay additionally up to EUR 3 million within 12 months of the date of the Annex. DSCR covenant was relaxed for 18 months from the signing of the annex.
On 18 September 2020, Mr. Yovav Carmi was appointed as the President of the Management Board of the Company.
In September 2020, the Group acquired the remaining 20% in Marlera Golf LD d.o.o. for a consideration of Euro 2.8 million, Euro 1.8 million of which was paid in September 2020 (the remaining part of Euro 1 million will be paid upon completion of certain conditions). Following the transaction GTC remained the sole owner of the subsidiary. As a result of the transaction, the NCI increased by Euro 3.6 million and the capital reserve decreased by Euro 6.4 million. Consequently, the total equity decreased by Euro 2.8 million.
Covid- 19 Outbreak
From mid-March 2020 it became apparent that the economic disruptions caused by the Covid-19 virus and the increased market uncertainty combined with an increased volatility in the financial markets might lead to a potential decrease in the Company assets' values, as well as impact on the Company's compliance with financial covenants. While the exact effect of the coronavirus is still to be determined, it is clear that it poses substantial risks (for further information please see note 16).
2. Basis of preparation
The Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2020 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 no difference between International Financial Reporting Standards applying to these consolidated financial statements and International Financial Reporting Standards endorsed by the European Union.
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 2019, which were authorized for issue on 18 March 2020. The interim financial results are not necessarily indicative of the full year results.
2. Basis of preparation (continued)
The functional currency of GTC S.A. and most of its subsidiaries is Euro. The functional currency of some of GTC's subsidiaries is other than Euro.
The financial statements of those companies prepared in their functional currencies are included in the 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 effecting earnings for the period.
As of 30 September 2020, the Group's net working capital (defined as current assets less current liabilities) amounted to Euro 5.8 million.
The management has analysed the timing, nature and scale of potential financing needs of particular subsidiaries and believes that cash on hand, as well as, expected operating cashflows will be sufficient to fund the Group's anticipated cash requirements for working capital purposes, for at least the next twelve months from the balance sheet date. Consequently, the consolidated financial statements have been prepared on the assumption that the Group companies will continue as a going concern in the foreseeable future, for at least 12 months from the balance sheet date.
3. Significant accounting policies and new standards, interpretations amendments adopted by the Group
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2019 (see Note 7 to the consolidated financial statements for 2019). The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. No changes to comparative data or error corrections were made.
4. Investment in Subsidiaries, Associates and Joint Ventures
The interim condensed 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 Company |
Country of incorporation |
30 September 2020 |
31 December 2019 |
|---|---|---|---|---|
| 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 Sterlinga Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Karkonoska Sp. z o.o.(2) | 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. (2) | GTC S.A. | Poland | 100% | 100% |
| Glorine investments Sp. z o.o. s.k.a. (2) | 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. (1) | GTC S.A. | Poland | - | 100% |
| Jowett Sp. z o.o. (1) | GTC S.A. | Poland | - | 100% |
| GTC Hungary Real Estate Development Company Ltd. ("GTC Hungary") |
GTC S.A. | Hungary | 100% | 100% |
| GTC Duna Kft. | GTC Hungary | Hungary | 100% | 100% |
| Vaci Ut 81-85 Kft. | GTC Hungary | Hungary | 100% | 100% |
| Riverside Apartmanok Kft. ("Riverside") (2) | 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 I.Kft. | GTC Hungary | Hungary | 100% | 100% |
| SASAD Resort Kft. ("Sasad") (3) | GTC Hungary | Hungary | - | 100% |
| Albertfalva Üzletközpont Kft. ("formerly Szeremi Gate") | GTC Hungary | Hungary | 100% | 100% |
| GTC Metro Kft. | GTC Hungary | Hungary | 100% | 100% |
| Kompakt Land 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. (4) | GTC Hungary | Hungary | - | 100% |
(1) Liquidated
(2) Under liquidation
(3) Merged to GTC Hungary Ltd. as of 30 September 2020
(4) Merged to Center Point I. Kft. as of 30 Sepetmber 2020
4. Investment in Subsidiaries, Associates and Joint Ventures (continued)
| Name | Holding Company |
Country of incorporation |
30 September 2020 |
31 December 2019 |
|---|---|---|---|---|
| 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. (1) | GTC S.A. | Croatia | 100% | 80% |
| Nova Istra Idaeus d.o.o. (1) | Marlera Golf LD d.o.o |
Croatia | 100% | 80% |
| GTC Matrix d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| GTC Seven Gardens d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Towers International Property S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Green Dream S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Aurora Business Complex S.R.L | GTC S.A. | Romania | 100% | 100% |
| Cascade Building S.R.L | GTC S.A. | Romania | 100% | 100% |
| City Gate Bucharest 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. | GTC S.A. | Romania | 100% | 100% |
| City Rose Park SRL | GTC S.A. | Romania | 100% | 100% |
| Deco Intermed S.R.L. | GTC S.A. | Romania | 66.7% | 66.7% |
| GML American Regency Pipera S.R.L. | GTC S.A. | Romania | 66.7% | 66.7% |
| 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% |
| Dorado 1 EOOD | 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% |
| GTC BBC d.o.o | GTC S.A. | Serbia | 100% | 100% |
| Europort Investment (Cyprus) 1 Limited | GTC S.A. | Cyprus | 100% | 100% |
| Europort Ukraine Holdings 1 LLC | Europort Investment (Cyprus) 1 Limited |
Ukraine | 100% | 100% |
| Europort Ukraine LLC | Europort Investment (Cyprus) 1 Limited |
Ukraine | 100% | 100% |
| Europort Project Ukraine 1 LLC | Europort Investment (Cyprus) 1 Limited |
Ukraine | 100% | 100% |
(1) NCI share was aquired
5. Segmental analysis
The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets and other factors. GTC operates in six core markets: Poland, Budapest, Bucharest, Belgrade, Sofia and Zagreb.
Operating segments are divided into geographical zones, which have common characteristics and reflect the nature of management reporting structure:
- a. Poland
- b. Belgrade
- c. Budapest
- d. Bucharest
- e. Zagreb
- f. Sofia
Segment analysis of rental income and costs for the nine month period ended 30 September 2020 and 30 September 2019 is presented below:
| 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Portfolio | Revenues | Costs | Gross margin |
Revenues | Costs | Gross margin |
|
| Poland | 50,192 | (14,467) | 35,725 | 56,681 | (15,337) | 41,344 | |
| Belgrade | 25,280 | (6,123) | 19,157 | 20,383 | (4,559) | 15,824 | |
| Budapest | 17,094 | (3,704) | 13,390 | 18,569 | (4,458) | 14,111 | |
| Bucharest | 12,784 | (2,119) | 10,665 | 13,011 | (2,312) | 10,699 | |
| Zagreb | 7,961 | (2,624) | 5,337 | 8,202 | (2,837) | 5,365 | |
| Sofia | 8,263 | (1,554) | 6,709 | 7,783 | (1,358) | 6,425 | |
| Total | 121,574 | (30,591) | 90,983 | 124,629 | (30,861) | 93,768 |
Segment analysis of rental income and costs for the three month period ended 30 September 2020 and 30 September 2019 is presented below:
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| Portfolio | Revenues | Costs | Gross margin |
Revenues | Costs | Gross margin |
| Poland | 18,416 | (5,110) | 13,306 | 18,458 | (5,221) | 13,237 |
| Belgrade | 8,711 | (2,001) | 6,710 | 8,678 | (1,839) | 6,839 |
| Budapest | 5,968 | (1,200) | 4,768 | 6,171 | (1,412) | 4,759 |
| Bucharest | 4,379 | (730) | 3,649 | 4,431 | (726) | 3,705 |
| Zagreb | 2,637 | (935) | 1,702 | 2,833 | (991) | 1,842 |
| Sofia | 2,773 | (560) | 2,213 | 2,776 | (501) | 2,275 |
| Total | 42,884 | (10,536) | 32,348 | 43,347 | (10,690) | 32,657 |
5. Segmental analysis (continued)
Segment analysis of assets and liabilities for the years ended 30 September 2020 is presented below:
| Real estate |
Cash and deposits |
Other | Total assets |
Loans, bonds and lease |
Deferred tax |
Other | Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 941,690 | 48,985 | 5,623 | 996,298 | liability 538,970 |
liability 65,552 |
12,272.00 | 616,794 |
| Belgrade | 395,073 | 18,693 | 4,328 | 418,094 | 214,154 | 12,004 | 9,070 | 235,228 |
| Budapest | 291,765 | 16,201 | 64,914 | 372,880 | 127,577 | 15,958 | 4,175 | 147,710 |
| Bucharest | 209,193 | 12,771 | 3,299 | 225,263 | 106,247 | 13,184 | 3,335 | 122,766 |
| Zagreb | 160,403 | 6,219 | 12,063 | 178,685 | 59,772 | 17,173 | 3,871 | 80,816 |
| Sofia | 169,884 | 8,337 | 2,596 | 180,817 | 89,074 | 7,928 | 6,518 | 103,520 |
| Other | 9,730 | 27 | 17 | 9,774 | - | - | 1,192 | 1,192 |
| Non allocated |
- | 67,611 | 240 | 67,851 | 90,073 | 13,390 | 5,170 | 108,633 |
| 2,177,738 | 178,844 | 93,080 | 2,449,662 | 1,225,867 | 145,189 | 45,603 | 1,416,659 |
Segment analysis of assets and liabilities for the years ended 31 December 2019 is presented below:
| Real estate |
Cash and deposits |
Other | Total assets |
Loans, bonds and leases |
Deferred tax liability |
Other | Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 978,398 | 38,399 | 5,062 | 1,021,859 | 516,539 | 70,600 | 10,506 | 597,645 |
| Belgrade | 404,219 | 18,427 | 5,625 | 428,271 | 216,805 | 13,570 | 19,545 | 249,920 |
| Budapest | 326,832 | 20,364 | 4,705 | 351,901 | 126,524 | 14,090 | 5,756 | 146,370 |
| Bucharest | 219,271 | 10,578 | 1,941 | 231,790 | 110,272 | 12,844 | 4,793 | 127,909 |
| Zagreb | 160,366 | 4,305 | 12,326 | 176,997 | 58,710 | 17,538 | 7,161 | 83,409 |
| Sofia | 166,070 | 8,825 | 1,733 | 176,628 | 79,321 | 8,940 | 5,360 | 93,621 |
| Other | 12,029 | 20 | 15 | 12,064 | - | - | 1,184 | 1,184 |
| Non allocated |
- | 122,886 | 346 | 123,232 | 151,249 | 9,650 | 3,123 | 164,022 |
| Total | 2,267,185 | 223,804 | 31,753 | 2,522,742 | 1,259,420 | 147,232 | 57,428 | 1,464,080 |
6. Administrative expenses
Administrative expenses for the period of nine-months ended 30 September 2020 and 30 September 2019 comprises the following amounts:
| Nine-month period ended 30 September 2020 |
Nine-month period ended 30 September 2019 |
Three-month period ended 30 September 2020 |
Three-month period ended 30 September 2019 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Administration expenses Expenses /(income) |
8,242 | 14,598 | 2,627 | 8,449 |
| arising from share based payments (*) |
(1,059) | (3,389) | 2 | (6,007) |
| 7,183 | 11,209 | 2,629 | 2,442 |
(*) Non-cash fair value adjustment, influenced by the change of share price
7. Finance costs
Finance costs for the period of nine -months ended 30 September 2020 and 30 September 2019 comprises the following amounts:
| Nine-month period ended 30 September 2020 |
Nine-month period ended 30 September 2019 |
Three-month period ended 30 September 2020 |
Three-month period ended 30 September 2019 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Finance costs related to loans and bonds |
23,818 | 23,731 | 7,741 | 8,550 |
| Finance costs related to lease liability |
1,513 | 1,579 | 539 | 523 |
| 25,331 | 25,310 | 8,280 | 9,073 |
8. Investment Property
The investment properties that are owned by the Group are office and shopping centre space, including property under construction. (Please refer to note 16 regarding the uncertainty related to the assets' values due to Covid-19 impact):
Investment property can be split up as follows:
| 30 September 2020 | 31 December 2019 |
|
|---|---|---|
| (unaudited) | (audited) | |
| Completed investment property | 1,887,584 | 2,003,188 |
| Investment property under construction | 104,774 | 84,080 |
| Investment property landbank at cost | 125,592 | 115,277 |
| Right of use of lands under perpetual usufruct | 43,181 | 44,485 |
| Total | 2,161,131 | 2,247,030 |
The movement in investment property for the periods ended 30 September 2020 (unaudited) and 31 December 2019 (audited) was as follows:
| Right of Use of land |
Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Carrying amount as of 1 January 2019 |
- | 1,377,317 | 735,751 | 2,113,068 |
| Capitalised subsequent expenditure | - | 13,745 | 113,445 | 127,190 |
| Recognition of right of use of lands under perpetual usufruct |
45,362 | - | - | 45,362 |
| Adjustment to fair value / (impairment) | - | 1,246 | 14,559 | 15,805 |
| Amortization of right of use of lands under perpetual usufruct |
(441) | - | - | (441) |
| Classified to assets for own use, net | - | (899) | (301) | (1,200) |
| Disposals | (712) | (43,973) | (7,050) | (51,735) |
| Foreign exchange differences | 276 | (1,339) | 44 | (1,019) |
| Carrying amount as of 31 December 2019 |
44,485 | 1,346,097 | 856,448 | 2,247,030 |
| Reclassification | - | (6,799) | 6,799 | - |
| Capitalised subsequent expenditure | - | 5,714 | 42,600 | 48,314 |
| Adjustment to fair value / (impairment) Prepaid right of use of lands under |
- | (34,237) | (31,011) | (65,248) |
| perpetual usufruct | (133) | - | - | (133) |
| Amortization of right of use of lands under perpetual usufruct |
(316) | - | - | (316) |
| Increase | 96 | - | - | 96 |
| Reclassified to assets held for sale (*) | - | (61,441) | - | (61,441) |
| Disposals (**) | - | - | (500) | (500) |
| Foreign exchange differences | (951) | (5,643) | (77) | (6,671) |
| Carrying amount as of 30 September 2020 |
43,181 | 1,243,691 | 874,259 | 2,161,131 |
(*) Amount includes Spiral office building in Hungary (Euro 61.4 million).
(**) Amount represents sale of Russe land in Bulgaria (Euro 0.5 million)
8. Investment Property (continued)
Fair value and impairment adjustments consist of the following:
| Nine-month period ended 30 September 2020 |
Nine-month period ended 30 September 2019 |
Three-month period ended 30 September 2020 |
Three-month period ended 30 September 2019 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Adjustment to fair value of completed investment properties |
(64,871) | 14,209 | (2,667) | 8,826 |
| Adjustment to fair value of Investment properties under construction |
555 | 6,201 | 4,635 | (4,057) |
| Reversal of impairment/(Impairment) adjustment |
(932) | 498 | (17) | 59 |
| Total adjustment to fair value / (impairment) of investment property |
(65,248) | 20,908 | 1,951 | 4,828 |
| Impairment of residential landbank | (1,157) | (532) | (850) | 10 |
| Adjustment of assets held for sale (*) | (164) | 1,712 | (70) | 566 |
| Amortization of right of use of lands under perpetual usufruct (including on residential landbank) |
(346) | (304) | (114) | (102) |
| Total | (66,915) | 21,784 | 917 | 5,302 |
Assumptions used in the valuations of completed assets as of 30 September 2020 (unaudited) are presented below:
| Portfolio | Book value | GLA thousand |
Average Occupancy |
Actual Average rent |
Average ERV |
Fair Value Hierarchy Level |
|---|---|---|---|---|---|---|
| '000 Euro | sqm | % | Euro/ sqm/m |
Euro/ sqm/m |
||
| Poland retail | 465,500 | 113 | 91% | 21.4 | 21.2 | 2 |
| Poland office | 394,140 | 196 | 90% | 14.5 | 14.3 | 2 |
| Belgrade office | 276,678 | 122 | 94% | 16.9 | 16.7 | 3 |
| Belgrade retail | 103,800 | 35 | 94% | 20.1 | 21.2 | 3 |
| Budapest office | 200,238 | 88 | 98% | 13.8 | 13.8 | 2 |
| Bucharest office | 183,815 | 67 | 94% | 19.2 | 17.5 | 2 |
| Zagreb retail | 102,612 | 35 | 98% | 20.2 | 20.0 | 3 |
| Zagreb office | 24,500 | 11 | 94% | 13.7 | 14.9 | 3 |
| Sofia office | 34,001 | 16 | 100% | 14.1 | 14.1 | 3 |
| Sofia retail | 102,300 | 33 | 94% | 19.5 | 20.8 | 3 |
| Total | 1,887,584 | 716 | 93% | 17.1 | 16.9 |
8. Investment Property (continued)
Assumptions used in the valuations of completed assets as of 31 December 2019 (audited) are presented below:
| Portfolio | Book value | GLA thousand |
Average Occupancy |
Actual Average rent |
Average ERV |
Fair Value Hierarchy Level |
|---|---|---|---|---|---|---|
| '000 Euro | sqm | % | Euro/ sqm/m |
Euro/ sqm/m |
||
| Poland retail | 497,370 | 113 | 94% | 21.7 | 21.7 | 2 |
| Poland office | 398,888 | 196 | 92% | 14.4 | 14.1 | 2 |
| Belgrade office | 263,081 | 117 | 98% | 16.9 | 16.6 | 3 |
| Belgrade retail | 119,300 | 35 | 97% | 20.8 | 21.5 | 3 |
| Budapest office | 259,419 | 125 | 97% | 12.9 | 13.9 | 2 |
| Bucharest office | 190,418 | 67 | 96% | 19.0 | 19.4 | 2 |
| Zagreb retail | 104,812 | 35 | 99% | 20.7 | 20.1 | 3 |
| Zagreb office | 24,500 | 11 | 89% | 13.3 | 14.6 | 3 |
| Sofia office | 36,800 | 16 | 99% | 14.0 | 14.1 | 3 |
| Sofia retail | 108,600 | 33 | 98% | 21.3 | 20.8 | 3 |
| Total | 2,003,188 | 748 | 95% | 17.0 | 17.0 |
Information regarding investment properties under construction as of 30 September 2020 (unaudited) is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Sofia (ABC II) | 32,900 | 18 |
| Budapest (Pillar) | 53,000 | 29 |
| Zagreb (Matrix II) | 18,191 | 11 |
| Sofia (Sofia Tower 2) | 683 | 8 |
| Total | 104,774 | 66 |
Information regarding investment properties under construction as of 31 December 2019 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Belgrade (Green Heart N3) | 10,310 | 5 |
| Sofia (ABC II) | 20,670 | 18 |
| Budapest (Pillar) | 36,600 | 29 |
| Zagreb (Matrix II) | 16,500 | 11 |
| Total | 84,080 | 63 |
8. Investment Property (continued)
Information regarding book value of investment property landbank for construction as of 30 September 2020 and 31 December 2019 is presented below:
| 30 September 2020 | 31 December 2019 | ||
|---|---|---|---|
| (audited) | |||
| Poland | 37,913 | 38,148 | |
| Serbia | 10,110 | 7,052 | |
| Hungary | 33,143 | 25,398 | |
| Romania | 15,478 | 15,256 | |
| Croatia | 14,648 | 14,097 | |
| Total | 111,292 | 99,951 |
Information regarding book value of investment property landbank (long term pipeline) as of 30 September 2020 and 31 December 2019 is presented below:
| 30 September 2020 | 31 December 2019 |
|---|---|
| (audited) | |
| 9,069 | 7,969 |
| 3,400 | 3,400 |
| - | 1,900 |
| 1,831 | 2,057 |
| 14,300 | 15,326 |
| 125,592 | 115,277 |
(*) Sold.
9. Non-controlling interest
The Company's subsidiary that holds Avenue Mall (Euro Structor d.o.o.) has granted in year 2018 its shareholders a loan, pro-rata to their stake in the subsidiary. The loan principle and interest shall be repaid by 30 November 2022. In the event that Euro Structor renders a resolution for the distribution of dividend, Euro Structor has the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan shall be due for repayment upon the sale.
Summarised financial information of the material non-controlling interest as of 30 September 2020 (unaudited) is presented below:
| Avenue Mall | Non-core projects | Total | |
|---|---|---|---|
| NCI share in equity | 24,698 | (7,187) | 17,511 |
| Loans received from NCI | - | 8,471 | 8,471 |
| Loans granted to NCI | (11,183) | - | (11,183) |
| Total as of 30 September 2020 | 13,515 | 1,284 | 14,799 |
| NCI share in profit / (loss) | 388 | (507) | (119) |
10. Short term deposits
Short-term deposits include deposits related to loan agreements, derivatives, and other contractual commitments and can be used only for certain operating activities as determined by underlying agreements.
11. Derivatives
The Group holds instruments (IRS, Cap and currency forward, SWAP currency) that hedge the risk involved in fluctuations of interest rate and currencies rates. The instruments hedge interest on loans for a period of 2-5 years.
The movement in derivatives for the years ended 30 September 2020 and 31 December 2019 was as follows:
| 30 September 2020 31 December 2019 |
|||
|---|---|---|---|
| (6,085) | (5,623) | ||
| (2,664) | (462) | ||
| (3,062) | - | ||
| (11,811) | (6,085) | ||
(*) This loss offset a foreign exchange differences profit in an amount of Euro 3.0 million on bonds nominated in PLN.
12. VAT and other tax receivable
VAT and other tax receivable represent VAT receivable on the purchase of assets, and due to development activity.
13. Investment and trade and other payables
The balance of trade and other payables decreased from Euro 37.3 million to Euro 19.9 million in the period ended 30 September 2020.
The majority of the payables relates to development activity payables in Ada Mall, Green Heart, ABC, Pillar and Matrix. Amount is planned to be financed mostly by long term loans.
Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2020 (in thousands of Euro)
14. Long-term loans and bonds
| 30 September 2020 | 31 December 2019 | |
|---|---|---|
| Bonds mature in 2022-2023 | 49,778 | 52,140 |
| Bonds 0320 | - | 18,671 |
| Bonds 0620 | - | 40,070 |
| Bonds 1220 | 10,205 | 10,117 |
| Bonds 0321 | 20,546 | 20,737 |
| Bonds 0422 | 9,545 | 9,515 |
| Loan from Santander (Globis Poznan) | 17,108 | 17,579 |
| Loan from Santander (Korona Business Park) | 42,315 | 43,361 |
| Loan from PKO BP (Pixel) | 19,393 | 19,901 |
| Loan from Santander (Globis Wroclaw) | 21,541 | 22,061 |
| Loan from Berlin Hyp (Corius) | 10,122 | 10,378 |
| Loan from Pekao (Sterlinga) | 15,361 | 15,663 |
| Loan from Pekao (Galeria Polnocna) | 176,654 | 189,904 |
| Loan from PKO BP (Artico) | 13,976 | 14,359 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 126,344 | - |
| Loan from Pekao (Galeria Jurajska) | - | 84,136 |
| Loan from Berlin Hyp (UBP) | 42,630 | 43,283 |
| Loan from ING (Francuska) | 21,172 | 21,577 |
| Loan from OTP (Centre Point) | 50,121 | 51,476 |
| Loan from CIB (Metro) | 13,570 | 14,437 |
| Loan from Erste (Spiral) | 17,550 | 20,593 |
| Loan from UniCredit Bank (Kompakt) | 7,417 | - |
| Loan from OTP (Duna) | 38,868 | 39,919 |
| Loan from Erste (GTC House) | 14,976 | 15,444 |
| Loan from Erste (19 Avenue) | 21,759 | 22,504 |
| Loan from OTP (BBC) | 21,187 | 21,790 |
| Loan from Intesa Bank (Green Heart) | 56,626 | 53,642 |
| Loan from Raiffeisen Bank (Forty one) | 36,758 | 38,148 |
| Loan from Intesa Bank (Ada) | 59,124 | 61,571 |
| Loan from Erste (City Gate) | 72,747 | 75,113 |
| Loan from Banca Transilvania (Cascade) | 3,857 | 4,118 |
| Loan from Alpha Bank (Premium) | 14,743 | 15,873 |
| Loan from OTP (Mall of Sofia) | 55,282 | 57,125 |
| Loan from UniCredit (ABC I) | 19,062 | 19,800 |
| Loan from UniCredit (ABC II) | 14,605 | 2,217 |
| Loan from Erste (Matrix) | 14,065 | 11,485 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 44,500 | 46,000 |
| Loans from NCI | 8,471 | 8,283 |
| Deferred issuance debt expenses | (6,264) | (6,768) |
| 1,175,714 | 1,206,222 |
14. 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:
| 30 September 2020 | 31 December 2019 | |
|---|---|---|
| Current portion of long term loans and bonds: | ||
| Bonds mature in 2022-2023 | 1,178 | 479 |
| Bonds 0320 | - | 18,671 |
| Bonds 0620 | - | 40,070 |
| Bonds 1220 | 10,205 | 10,117 |
| Bonds 0321 | 20,546 | 243 |
| Bonds 0422 | 105 | 75 |
| Loan from Santander (Globis Poznan) | 629 | 449 |
| Loan from Santander (Korona Business Park) | 1,395 | 1,395 |
| Loan from PKO BP (Pixel) | 19,393 | 677 |
| Loan from Berlin Hyp (UBP) | 870 | 870 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 4,875 | - |
| Loan from Pekao (Galeria Jurajska) (*) | - | 84,136 |
| Loan from Santander (Globis Wroclaw) | 693 | 693 |
| Loan from Berlin Hyp (Corius) | 342 | 342 |
| Loan from Pekao (Sterlinga) | 15,361 | 525 |
| Loan from PKO BP (Artico) | 510 | 510 |
| Loan from Pekao (Galeria Polnocna) | 8,000 | 5,000 |
| Loan from ING (Francuska) | 21,172 | 21,577 |
| Loan from OTP (Centre Point) | 1,807 | 1,807 |
| Loan from OTP (Duna) | 1,401 | 1,401 |
| Loan from CIB (Metro) | 1,172 | 14,437 |
| Loan from Erste (Spiral) | 17,550 | 1,446 |
| Loan from Erste (GTC House) | 624 | 624 |
| Loan from Erste (19 Avenue) | 994 | 994 |
| Loan from Intesa Bank (Green Heart) | 2,873 | 2,367 |
| Loan from OTP (BBC) | 805 | 805 |
| Loan from Raiffeisen Bank (Forty one) | 1,853 | 1,853 |
| Loan from Intesa Bank (Ada) | 3,473 | 3,315 |
| Loan from OTP (Mall of Sofia) | 2,457 | 2,457 |
| Loan from UniCredit (ABC I) | 862 | 1,000 |
| Loan from UniCredit (ABC II) | 1,680 | 58 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 2,000 | 2,000 |
| Loan from Erste (Matrix) | 580 | 524 |
| Loan from Alpha Bank (Premium) | 1,025 | 1,025 |
| Loan from Banca Transilvania (Cascade) | 240 | 240 |
| Loan from Erste (City Gate) | 3,248 | 3,168 |
| 149,918 | 225,350 |
Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2020 (in thousands of Euro)
14. Long-term loans and bonds (continued)
| 30 September 2020 | 31 December 2019 | |
|---|---|---|
| Long term portion of long term loans and bonds: | ||
| Bonds mature in 2022-2023 | 48,600 | 51,661 |
| Bonds 0422 | 9,440 | 9,440 |
| Bonds 0321 | - | 20,494 |
| Loan from Santander (Globis Poznan) | 16,479 | 17,130 |
| Loan from Santander (Korona Business Park) | 40,920 | 41,966 |
| Loan from PKO BP (Pixel) | - | 19,224 |
| Loan from Santander (Globis Wroclaw) | 20,848 | 21,368 |
| Loan from Berlin Hyp (Corius) | 9,780 | 10,036 |
| Loan from Pekao (Sterlinga) | - | 15,138 |
| Loan from Pekao (Galeria Polnocna) | 168,654 | 184,904 |
| Loan from PKO BP (Artico) | 13,466 | 13,849 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 121,469 | - |
| Loan from Berlin Hyp (UBP) | 41,760 | 42,413 |
| Loan from OTP (Centre Point) | 48,314 | 49,669 |
| Loan from CIB (Metro) | 12,398 | - |
| Loan from OTP (Duna) | 37,467 | 38,518 |
| Loan from Erste (Spiral) | - | 19,147 |
| Loan from UniCredit Bank (Kompakt) | 7,417 | - |
| Loan from Erste (GTC House) | 14,352 | 14,820 |
| Loan from Erste (19 Avenue) | 20,765 | 21,510 |
| Loan from Intesa Bank (Green Heart) | 53,753 | 51,275 |
| Loan from Intesa Bank (Ada) | 55,651 | 58,256 |
| Loan from OTP (BBC) | 20,382 | 20,985 |
| Loan from Raiffeisen Bank (Forty one) | 34,905 | 36,295 |
| Loan from Erste (City Gate) | 69,499 | 71,945 |
| Loan from Banca Transilvania (Cascade) | 3,617 | 3,878 |
| Loan from Alpha Bank (Premium) | 13,718 | 14,848 |
| Loan from OTP (Mall of Sofia) | 52,825 | 54,668 |
| Loan from UniCredit (ABC I) | 18,200 | 18,800 |
| Loan from UniCredit (ABC II) | 12,925 | 2,159 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 42,500 | 44,000 |
| Loan from Erste (Matrix) | 13,485 | 10,961 |
| Loans from NCI | 8,471 | 8,283 |
| Deferred issuance debt expenses | (6,264) | (6,768) |
| 1,025,796 | 980,872 |
14. Long-term loans and bonds (continued)
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.
In its financing agreements with banks, the Group 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.
Loan received by Spiral is nominated in Hungarian Forint (HUF).
Bonds (series matures in 2022-2023) are nominated in PLN. All other bank loans and bonds are denominated in Euro.
The movement in long term loans and bonds for the years ended 30 September 2020 and 31 December 2019 was as follows:
| 30 September 2020 | 31 December 2019 | |
|---|---|---|
| Balance as of the beginning of the year | ||
| (excluding deferred debt expenses) | 1,212,990 | 1,121,718 |
| Drawdowns | 157,248 | 264,520 |
| Repayments | (183,729) | (152,561) |
| Transactions with of non-controlling interest | - | (1,785) |
| Change in accrued interest | 443 | 394 |
| Deconsolidation of Neptune | - | (19,915) |
| Capitalization of interest | - | 1,205 |
| Foreign exchange differences | (4,974) | (586) |
| Balance as of end of the year (excluding deferred debt expenses) |
1,181,978 | 1,212,990 |
Repayments of long-term debt and interest are scheduled as follows (Euro million):
| 30 September 2020 |
31 December 2019 (audited) |
|
|---|---|---|
| (unaudited) | ||
| First year | 175 | 251 |
| Second year | 147 | 189 |
| Third year | 294 | 199 |
| Fourth year | 138 | 198 |
| Fifth year | 343 | 270 |
| Thereafter | 170 | 196 |
| 1,267 | 1,303 |
15. Lease liability and Right of Use of land
Lease liabilities includes lease payments for land under perpetual usufruct for land under investment property and residential landbank.
The balance of Right of Use of land as of 30 September 2020 was as follows:
| Completed investment property |
Investment property landbank at cost |
Residential landbank |
Fixed assets |
Total | |
|---|---|---|---|---|---|
| Country | |||||
| Poland | 10,930 | 22,097 | - | - | 33,027 |
| Romania | 6,429 | - | - | - | 6,429 |
| Serbia | 3,725 | - | - | - | 3,725 |
| Croatia | - | - | 1,150 | 1,150 | |
| Bulgaria | - | - | - | 147 | 147 |
| Hungary | - | - | - | 50 | 50 |
| Balance as of 30 September 2020 |
21,084 | 22,097 | 1,150 | 197 | 44,528 |
The balance of Right of Use as of 31 December 2019 was as follows:
| Completed investment property |
Investment property under construction |
Investment property landbank at cost |
Residential landbank |
Fixed assets |
Total | |
|---|---|---|---|---|---|---|
| Country | ||||||
| Poland | 11,648 | - | 22,247 | - | - | 33,895 |
| Romania | 6,884 | - | - | - | - | 6,884 |
| Serbia | 3,606 | 100 | - | - | - | 3,706 |
| Croatia | - | - | - | 1,197 | - | 1,197 |
| Bulgaria | - | - | - | - | 179 | 179 |
| Hungary | - | - | - | - | 70 | 70 |
| Balance as of 31 December 2019 |
22,138 | 100 | 22,247 | 1,197 | 249 | 45,931 |
15. Lease liability and Right of Use of land (continued)
The balance of lease liability as of 30 September 2020 was as follows:
| Completed investment property |
Investment property landbank at cost |
Residential landbank |
Fixed assets |
Total | Discount rate |
|
|---|---|---|---|---|---|---|
| Country | ||||||
| Poland | 10,930 | 21,424 | - | - | 32,354 | 4.2% |
| Romania | 6,429 | - | - | - | 6,429 | 5.7% |
| Serbia | 3,724 | - | - | - | 3,724 | 7.6% |
| Croatia | - | - | 1,207 | - | 1,207 | 4.4% |
| Bulgaria | - | - | - | 125 | 125 | 4.5% |
| Hungary | - | - | - | 50 | 50 | 3.9% |
| Balance as of 30 September 2020 |
21,083 | 21,424 | 1,207 | 175 | 43,889 |
The balance of lease liability as of 31 December 2019 was as follows:
| Completed investment property |
Investment property under construction |
Investment property landbank at cost |
Residential landbank |
Fixed assets |
Total | Discount rate |
|
|---|---|---|---|---|---|---|---|
| Country | |||||||
| Poland | 11,648 | - | 22,726 | - | - | 34,374 | 4.2% |
| Romania | 6,884 | - | - | - | - | 6,884 | 5.7% |
| Serbia | 3,606 | 100 | - | - | - | 3,706 | 7.6% |
| Croatia | - | - | - | 1,225 | - | 1,225 | 4.4% |
| Bulgaria | 179 | 179 | 4.5% | ||||
| Hungary | - | - | - | - | 62 | 62 | 3.9% |
| Balance as of 31 December 2019 |
22,138 | 100 | 22,726 | 1,225 | 241 | 46,430 |
The lease liabilities were discounted using discount rates applicable to long term borrowing in local currencies in the countries of where the assets are located.
15. Lease liability and Right of Use of land (continued)
The movement in Right of Use of land for the years ended 30 September 2020 and 31 December 2019 was as follows:
| 30 September 2020 |
31 December 2019 |
|
|---|---|---|
| Balance as of beginning of the year | 45,931 | - |
| Recognition of Right of Use asset for lands under perpetual usufruct |
96 | 46,580 |
| Recognition of Right of Use during the year | - | 273 |
| Amortization of right of use | (406) | (498) |
| Prepaid right of use of lands under perpetual usufruct |
(133) | - |
| Disposals | - | (712) |
| Foreign exchange differences | (960) | 288 |
| Balance as of the end of the period | 44,528 | 45,931 |
The movement in lease liability for the years ended 30 September 2020 and 31 December 2019 was as follows:
| 30 September 2020 | ||
|---|---|---|
| Balance as of beginning of the year | 46,430 | - |
| Recognition of lease liability for lands under | ||
| perpetual usufruct | 96 | 46,580 |
| Recognition of Right of Use during the year | - | 273 |
| Payments of leases | (156) | (1,739) |
| Change in provision for disputable amounts | ||
| of perpetual usufruct | (1,001) | (352) |
| Change in accrued interest | 848 | 1,817 |
| Disposals | - | (712) |
| Foreign exchange differences | (2,328) | 563 |
| Balance as of the end of the period | 43,889 | 46,430 |
16. Covid-19
The COVID- 19 pandemic has developed rapidly in 2020, with a significant number of cases. Local governments in the six countries of our operations have implemented rigorous measures to contain the spread of COVID-19, including, among others, the closure of all stores except those selling essential goods (such as groceries, other food stores and pharmacies). The first closures were in the spring 2020 and now the Polish government decided to close the shops in shopping mall for an initial period between 7 to 29 November 2020.
Governments across the Group's CEE region have adopted laws implementing measures to assist tenants, ranging from allowing the ability to defer rental payments for businesses impacted by COVID-19, to providing state financial aid covering part of their costs for the duration of the restrictions.
The Company, just as many other landlords in the market, has an ongoing active dialogue with its tenants regarding their business performance and ability to pay.
As of the balance sheet date, the loss of rent and service income related to the COVID-19 amounted to Euro 9.9 million.
The asset management team is committed to working together with tenants to maintain sustainable, long-term relationships. Any discounts will be agreed on case-by-case basis, based on a thorough analysis of the tenants' financial situation, occupancy cost ratio and other factors, and will be focused on maintaining a functioning retail environment for the long term.
The Group is committed to its prudent financial policy, focused on a conservative gearing ratio of (45.3% as at 30 September 2020) and robust liquidity. In response to the recent events, the Company actively implemented various measures focused on optimizing the costs, including:
-
reducing non-critical operating expenses, especially for the period in which most of the retailers in the shopping centres were not trading and allocating capital;
-
deferring non-committed development projects;
-
deferring non-essential capital expenditure;
-
retaining all the profits earned by the Company in 2019, and proposed not to distribute dividend for 2019
16. Covid-19 (continued)
The Group plans to be compliant with debt-service obligation. As of 30 September 2020 the Company holds cash in the amount of Euro 139.0 million.
Valuations
Notwithstanding the above, as of 30 September 2020 the Company received letters from its valuers confirming that the values of its assets as of 30 June 2020 are still substantially valid in all material respects, however subject to material uncertainty as regarding their value.
The increased uncertainty and increased volatility in the financial markets might have an effect in the future asset valuations, as well as impact on the Company's compliance with financial covenants. While the exact effect of the coronavirus is unknown and unknowable, it is clear that it poses substantial risks of reduction of income, increasing yields, increasing collection costs, and FX volatility.
The Company run stress tests which indicated that the going concern assumption remains valid for at least 12 months from the financial statement publication date.
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.
With respect to a EUR 59.1 million loan from Banka Intesa ad Beograd, Vseobecna Uverova Banka a.s. and Privredna Banka Zagreb d.d. granted to a subsidiary of GTC operating the Ada Mall project, the DSCR covenant which would not have been met was waived by the banks as of 30 June 2020 until the end of June 2021.
With respect to a EUR 126.3 million loan from Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien AG granted to a subsidiary (Galeria Jurajska), the DSCR covenant was waived as of 30 June 2020 until the end of June 2021.
On 17 September 2020 a subsidiary of GTC, operating the Galeria Północna project, entered into an annex to a loan agreement with Bank Pekao SA in order to relax the DSCR (debt service coverage ratio) covenant and to cure the LTV (loan-to-value) covenant breach. According to the annex, the subsidiary repaid in advance a part of outstanding loan in the amount of EUR 9.5 million and agreed to repay additionally up to EUR 3 million within 12 months of the date of the Annex. DSCR covenant was relaxed for 18 months from the date of the signed annex.
The Group is continuously assessing the situation and undertakes mitigating steps to reduce the impact that may be caused by the adverse market situation.
17. Taxation
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.
18. Capital and Reserves
Shareholders who as at 30 September 2020 held above 5% of the Company shares were as follows:
- GTC Dutch Holdings B.V
- OFE PZU Zlota Jesien
- OFE AVIVA Santander
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.
As at 30 September 2020, phantom shares issued were as follows:
| Blocked | Vested | Total | |
|---|---|---|---|
| Strike (PLN) | |||
| 6.11 | 150,000 | 1,351,200 | 1,501,200 |
| 6.31 | 1,950,000 | - | 1,950,000 |
| 8.96 | 10,000 | 20,000 | 30,000 |
| Total | 2,110,000 | 1,371,200 | 3,481,200 |
18. Capital and Reserves (continued)
The Phantom shares (as presented in above mentioned table) have been provided for assuming cash payments will be materialized, as the Company assesses that it is more likely to be settled in cash.
| Last year of exercise date | Number of phantom shares |
|---|---|
| 2020 | 600,000 |
| 2021 | 501,200 |
| 2022 | 330,000 |
| 2023 | 2,050,000 |
| Total | 3,481,200 |
19. Earnings per share
Basic and diluted earnings per share were calculated as follows:
| Nine-month period ended 30 September 2020 |
Nine -month period ended 30 September 2019 |
Three-month period ended 30 September 2020 |
Three-month period ended 30 September 2019 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Profit (loss) for the period attributable to equity holders (euro) |
(16,386,000) | 62,575,000 | 17,233,000 | 19,893,000 |
| Weighted average number of shares for calculating basic earnings per share |
485,555,122 | 484,357,553 | 485,555,122 | 485,555,122 |
| Basic earnings per share (euro) | (0.03) | 0.13 | 0.04 | 0.04 |
There have been no potentially dilutive instruments as at 30 September 2020, 30 September 2019.
20. Subsequent events
On 20 October 2020 Spiral I Kft., an indirect fully owned subsidiary of the Company, signed a sale and purchase agreement for the sale of Spiral office building for a consideration of Euro 62.7 million. On 5 November 2020 all conditions precedents for the sale were concluded and the purchase price was paid in full. In parallel with the Closing Spiral I kft repaid the full outstanding amount of the loan with Erste Bank.
On 27 October 2020 the Company received a notification from GTC Holding Zrt regarding an increase to 66% in the total number of votes in the Company, as a result of acquisition conducted on 22 October 2020 of 21,891,289 shares of the Company, entitling to 21,891,289 votes in the Company, representing 4.51% of the share capital of the Company and carrying the right to 4.51% of the total number of votes in the Company.
As of 7 November 2020, the Polish government has implemented rigorous measures to contain the spread of COVID-19, including, among others, the closure of shops in shopping malls, except those selling essential goods (such as groceries, other food stores and pharmacies). Measures taken by the government will affect our business. The currently known impact is a decline in revenues of shopping malls. The magnitude of the impact is not yet fully known and will depend between the others, on the length of the closure.
On 12 November 2020, Scope Ratings assigned a first-time issuer rating of BBB-/Stable investment grade to the Company and its subsidiary GTC Real Estate Development Hungary Zrt. GTC plans to issue green bonds within the framework of the Bond Funding for Growth Scheme in Hungary. The potential unsecured debt has also been rated BBB-.
On 13 November 2020 GTC Future Kft, a newly established fully owned subsidiary acquired a land plot with an existing old office and industrial buildings in Vaci Corridor in Budapest for a total amount of Euro 21.35 million. The buildings have leasable area of 12,000 sqm. The Company plans to demolish the buildings and develop office buildings in phases with a total leasable area of 64,000 sqm.
21. Release date
The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 23 November 2020.

BDO spółka z ograniczoną odpowiedzialnością sp.k. ul. Postępu 12 02-676 Warszawa Polska
tel.: +48 22 543 16 00 fax: +48 22 543 16 01 e-mail: [email protected] www.bdo.pl
INDEPENDENT AUDITOR'S REVIEW REPORT ON THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TO THE SHAREHOLDERS AND SUPERVISORY BOARD OF GLOBE TRADE CENTRE S.A.
Introduction
We have reviewed the accompanying interim condensed consolidated financial statements of the Globe Trade Centre S.A. Group ("the Group"), where the parent company is Globe Trade Centre S.A. with its registered office in Warsaw at Komitetu Obrony Robotników 45A ("the Company", "the Parent Company"), comprising the consolidated statement of financial position prepared as at 30 September 2020, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period from 1 January 2020 to 30 September 2020, as well as notes and explanatory information ("interim condensed consolidated financial statements").
The Parent Company's Management is responsible for the preparation and presentation of the interim condensed consolidated financial statements in accordance with the requirements of International Accounting Standard 34 Interim Financial Reporting, announced in the form of European Commission regulations.
Our responsibility is to form a conclusion on the interim condensed consolidated financial statements based on our review.
Scope of Review
We performed the review in accordance with National Standard on Review Engagements 2410 in the wording of International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, adopted in a resolution passed by the National Council of Certified Auditors.
A review of financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with National Standards on Auditing in the wording of International Standards on Auditing. As a result, a review is not sufficient to obtain assurance that all significant matters that might be identified in an audit, have been identified. Accordingly, we do not express an audit opinion on the accompanying interim condensed consolidated financial statements.
BDO spółka z ograniczoną odpowiedzialnością sp.k. jest członkiem BDO International Limited, brytyjskiej spółki i częścią międzynarodowej sieci BDO, złożonej z niezależnych spółek członkowskich
BDO spółka z ograniczoną odpowiedzialnością sp.k., Sąd Rejonowy dla m. st. Warszawy, XIII Wydział Gospodarczy, KRS: 0000729684, REGON: 141222257, NIP: 108-000-42-12. Biura BDO w Polsce: Katowice 40-007, ul. Uniwersytecka 13, tel.: +48 32 661 06 00, [email protected]; Kraków 31-548, al. Pokoju 1, tel.: +48 12 378 69 00, [email protected]; Poznań 60-650, ul. Piątkowska 165, tel.: +48 61 622 57 00, [email protected]; Wrocław 53-332, ul. Powstańców Śląskich 7a, tel.: +48 71 734 28 00, [email protected]

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements have not been prepared, in all material respects, in accordance with the requirements of International Accounting Standard 34 Interim Financial Reporting, announced in the form of European Commission regulations.
Explanatory Paragraph – significant uncertainty relating to the valuation of investment property
We draw your attention to Note 16 "Covid-19" to the interim condensed consolidated financial statements, in which the Company presents among others the uncertainties related to the valuation of Group's investment property. In particular, the Company received the valuations of investment property as of 30 September 2020 that in accordance with the external valuers are subject to material uncertainty. Our conclusion has not been modified in this respect.
BDO spółka z ograniczoną odpowiedzialnością sp.k. with its registered office in Warsaw entered on the list of audit firms in number 3355
on behalf of which the review of financial statements was performed by

Signed by / Podpisano przez: Krzysztof Maksymik Date / Data:
Krzysztof Maksymik Certified Auditor No. 11380

Podpisano przez: André Helin
Date / Data: 2020- 11-23 17:24
Dr. André Helin President of the General Partner's Management Board Certified Auditor No. 90004
Warsaw, 23 November 2020