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GTC - Globe Trade Centre S.A. — Interim / Quarterly Report 2021
Nov 16, 2021
5627_rns_2021-11-16_8e74af66-0373-4076-b34b-07cbc1a4f7a5.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 PERIODS ENDED
30 SEPTEMBER 2021
Place and date of publication: Warsaw, 16 November 2021
LIST OF CONTENTS:
-
- Management Board's report on the activities of Globe Trade Centre S.A. Capital Group in the three and nine-month periods ended 30 September 2021
-
- Unaudited interim condensed consolidated financial statements for the ninemonth period ended 30 September 2021
-
- Independent auditor's review report
MANAGEMENT BOARD'S REPORT
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE AND NINE-MONTH PERIODS ENDED 30 SEPTEMBER 2021
TABLE OF CONTENT
| 1. Introduction 5 |
|---|
| 2. Selected financial data 8 |
| 3. Presentation of the Group10 |
| 3.1 General information about the Group 10 |
| 3.2 Structure of the Group 11 |
| 3.3 Changes to the principal rules of the management of the Company and the Group12 |
| 4. Main events of the nine-month period ended 30 September 202112 |
| 5. Operating and financial review 16 |
| 5.1 General factors affecting operating and financial results 17 |
| 5.2 Specific factors affecting financial and operating results20 |
| 5.3 Presentation of differences between achieved financial results and published |
| forecasts 23 |
| 5.4 Statement of financial position24 |
| 5.4.1 Key items of the statement of financial position24 |
| 5.4.2 Financial position as of 30 September 2021 compared to 31 December 2020 25 |
| 5.5 Consolidated income statement 27 |
| 5.5.1 Key items of the consolidated income statement27 |
| 5.5.2 Comparison of financial results for the nine-month period ended 30 Septeber 2021 |
| with the result for the corresponding period of 2020 29 |
| 5.5.3 Comparison of financial results for the three-month period ended 30 September |
| 2021 with the result for the corresponding period of 202029 5.6 Consolidated cash flow statement |
| 29 5.6.1 Key items from consolidated cash flow statement |
| 33 5.6.2 Cash flow analysis |
| 34 5.7 Future liquidity and capital resources |
| 34 6. |
| Information on loans granted with a particular emphasis on related entities 35 7. |
| Information on guarantees granted to related entities37 8. |
| Shareholders who, directly or indirectly, have substantial shareholding 38 9. Shares in GTC held by |
| members of the management board and the supervisory board.39 10. |
| Transactions with related parties concluded on terms other than market terms40 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 material40 |
1.Introduction
The GTC Group is an experienced, established, and fully integrated, real estate company operating in the CEE and SEE region with a primary focus on Poland and capital cities in the CEE and SEE region including Budapest, Bucharest, Belgrade, Zagreb and Sofia, where it directly manages, acquires and develops primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange. The Group operates a fullyintegrated asset management platform and is represented by local teams in each of its core markets.

As of 30 September 2021, the book value of the Group's real estate portfolio was €2,520,670. The breakdown of the Group's property portfolio is as follows:
- 54 completed commercial buildings, including 48 office buildings and 6 retail properties with a total combined commercial space of approximately 854 thousand sq m of GLA. An occupancy rate at 91% and a book value of €2,221,815 (including 11 assets held for sale) which accounts for 88% of the Group's portfolio;
- three office buildings under construction with a total GLA of approximately 54 thousand sq m and a book value of €110.340, which accounts for 5% of the Group's portfolio
- investment landbank intended for future development with the book value of €159,463, which accounts for 6% of the Group's portfolio; and
- residential landbank, including assets held for sale account for €29,052 which accounts for 1% of the Group's portfolio.
| 541 completed buildings |
854 000¹ sq m of GLA |
3 buildings under construction |
landbank for future development |
|
|---|---|---|---|---|
| -- | ------------------------------- | ---------------------------- | ----------------------------------------- | --------------------------------------- |
The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
TERMS AND ABBREVIATIONS
Terms and abbreviations capitalized in this Management's Board Report shall have the following meanings unless the context indicates otherwise:
1 Including 11 assets held for sale (122,000 sq m)
| the Company or GTC |
are to Globe Trade Centre S.A.; |
|---|---|
| the Group or the GTC Group |
are to Globe Trade Centre S.A. and its consolidated subsidiaries; |
| Shares | is 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 | is to the bonds issued by Globe Trade Centre S.A. and introduced to alternative trading market and marked with the ISIN codes PLGTC0000276, PLGTC0000292, PLGTC0000318, HU0000360102, HU0000360284 and XS2356039268; |
| the Report | is to the consolidated interim report prepared according 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 the law of a country not being a member state; |
| CEE | is to the Group of countries that are within the region of Central and Eastern Europe (Hungary, Poland); |
| SEE | is 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 |
are to the metric of the area of a given property as indicated by the property appraisal experts to prepare the relevant property valuations. With respect to commercial properties, the net leasable (rentable) area is all the office or retail 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 |
are to the amount of the office or retail space available to be rented in completed assets multiplied by add-on-factor. The gross leasable area is the area for which tenants pay rent, and thus the area that produces income for the Group; |
| Commercial properties |
is to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties; |
|---|---|
| Occupancy rate |
is to average occupancy of the completed assets based on square meters ("sq m") of the gross leasable area; |
| Funds From Operations, FFO, FFO I |
are to profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate remeasurement, depreciation and amortization share base payment provision and unpaid financial expenses), the share of profit/(loss) of associates and joint ventures, and one-off items (such as FX differences and residential activity and other non-recurring items); |
| In-place rent | is to rental income that was in place as of the reporting date. It includes headline rent from premises, income from parking, and other rental income; |
| Net loan to value (LTV); net loan-to value ratio |
are to net debt divided by Gross Asset Value. Net debt is calculated as total financial debt net of cash and cash equivalents and deposits and excluding loans from non-controlling interest and deferred debt issuance costs. Gross Asset Value is investment properties (excluding the right of use under land leases), residential landbank, assets held for sale, building for own use, and share on equity investments. Net loan to value provides a general assessment of financial risk undertaken; |
| The average cost of debt; average interest rate |
is calculated as a weighted average interest rate of total debt, as adjusted to reflect the impact of contracted interest rate swaps and cross-currency swaps by the Group; |
| EUR, € or euro |
are 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 | are to the lawful currency of Poland; |
| HUF | is to the lawful currency of Hungary; |
| JSE | is to the Johannesburg Stock Exchange. |
PRESENTATION OF FINANCIAL INFORMATION
Unless indicated otherwise, the financial information presented in this Report was prepared according 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 or PLN and expressed in thousands unless indicated otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures shown 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 terms used in this Report. By their nature, forward-looking 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 this Report's date.
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 essential 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 2021. 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 the impact upon its business, financial situation, and results of operations.
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 2021 and 30 September 2020. 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 2021 (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 2021.
Selected financial data presented in PLN is derived from the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2021 presented in accordance with IFRS and prepared in the Polish language and 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 |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| (in thousands) | € | PLN | € | PLN | € | PLN | € | PLN |
| Consolidated Income Statement | ||||||||
| Revenue from rental activity |
124,423 | 566,062 | 121,574 | 537,843 | 45,575 | 208,029 | 42,884 | 190,458 |
| Service costs | (31,529) | (143,441) | (30,591) | (135,335) | (11,505) | (52,516) | (10,536) | (46,800) |
| Gross margin from operations |
92,894 | 422,621 | 90,983 | 402,505 | 34,070 | 155,513 | 32,348 | 143,658 |
| Selling expenses | (1,183) | (5,382) | (1,002) | (4,433) | (422) | (1,926) | (295) | (1,312) |
| Administrative expenses | (9,323) | (42,415) | (7,183) | (31,778) | (3,064) | (13,994) | (2,629) | (11,674) |
| Profit/(loss) from | ||||||||
| revaluation/impairment of | (2,111) | (10,022) | (66,915) | (299,286) | (1,031) | (4,777) | 917 | 4,151 |
| assets, net | ||||||||
| Financial | (33,699) | (153,313) | (25,079) | (110,949) | (12,235) | (55,849) | (8,201) | (36,439) |
| income/(expense), net | ||||||||
| Foreign exchange | (438) | (1,993) | (4,109) | (18,178) | (289) | (1,316) | (873) | (3,897) |
| differences gain/(loss), net | ||||||||
| Net profit / (loss) | 33,077 | 150,182 | (16,505) | (76,958) | 11,578 | 52,814 | 17,319 | 76,207 |
| Basic and diluted earnings per share (not in |
0.07 | 0.30 | (0.03) | (0.16) | 0.02 | 0.11 | 0.04 | 0.16 |
| thousands) | ||||||||
| Weighted average number | ||||||||
| of issued ordinary shares | 485,555,122 | 485,555,122 | 485,555,122 | 485,555,122 | 485,555,122 | 485,555,122 | 485,555,122 | 485,555,122 |
| (not in thousands) | ||||||||
| Consolidated Cash Flow Statement | ||||||||
| Net cash from operating | ||||||||
| activities | 76,777 | 349,296 | 75,520 | 334,100 | ||||
| Net cash used in investing | ||||||||
| activities | (339,011) | (1,542,330) | (58,728) | (259,813) | ||||
| Net cash from/(used in) | ||||||||
| financing activities | 90,830 | 413,231 | (51,548) | (228,048) |
9
Cash and cash equivalents
at the end of the period 99,966 463,132 139,078 629,578
| As of | |||||
|---|---|---|---|---|---|
| 30 September 2021 | 31 December 2020 | ||||
| EUR | PLN | EUR | PLN | ||
| Consolidated statement of financial position | |||||
| Investment property (completed and under construction) |
2,044,017 | 9,469,727 | 1,942,082 | 8,962,320 | |
| Investment property landbank | 138,337 | 640,901 | 140,367 | 647,766 | |
| Right of use | 38,036 | 176,217 | 42,679 | 196,955 | |
| Residential landbank | 26,219 | 121,470 | 10,094 | 46,582 | |
| Assets held for sale | 290,556 | 1,346,117 | 1,580 | 7,291 | |
| Cash and cash equivalents | 91,598 | 424,364 | 271,996 | 1,255,207 | |
| Others | 69,819 | 323,464 | 71,959 | 332,077 | |
| Total assets | 2,698,582 | 12,502,260 | 2,480,757 | 11,448,198 | |
| Non-current liabilities | 1,475,593 | 6,836,275 | 1,274,363 | 5,880,931 | |
| Current liabilities | 59,415 | 275,263 | 232,246 | 1,071,769 | |
| Liabilities related to assets held for sale | 165,027 | 764,554 | - | - | |
| Total Equity | 998,547 | 4,626,168 | 974,148 | 4,495,498 | |
| Share capital | 11,007 | 48,556 | 11,007 | 48,556 |
3. Presentation of the Group
3.1 General information about the Group
The GTC Group is an experienced, established, and fully integrated real estate company operating in the CEE and SEE region with a primary focus on Poland and capital cities in the CEE and SEE region, including Budapest, Bucharest, Belgrade, Zagreb, and Sofia, where it directly manages, acquires and develops primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and listed on the Johannesburg Stock Exchange. The Group operates a fully-integrated asset management platform and is represented by local teams in each of its core markets.
As of 30 September 2021, the book value of the Group's real estate portfolio was €2,520,670. The breakdown of the Group's property portfolio is as follows:
- 54 completed commercial buildings, including 48 office buildings and 6 retail properties with a total combined commercial space of approximately 854 thousand sq m of GLA. An occupancy rate at 91% and a book value of €2,221,815 (including 11 assets held for sale) which accounts for 88% of the Group's portfolio;
- three office buildings under construction with a total GLA of approximately 54 thousand sq m and a book value of €110,340, which accounts for 5% of the Group's portfolio
- investment landbank intended for future development with the book value of €159,463 which accounts for 6% of the Group's portfolio; and
- residential landbank, including assets held for sale account for €29,052 which accounts for 1% of the Group's portfolio.
The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
3.2 Structure of the Group
The structure of Globe Trade Centre S.A. Capital Group as of 30 September 2021 is presented in the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2021 in Note 4 "Investment in subsidiaries, associates and joint ventures."
The following changes in the structure of the Group occurred in the nine-month period ended 30 September 2021:
- sale of Europort Ukraine Holdings,
- sale of Europort Ukraine LLC,
- sale of Europort Project Ukraine 1 LLC,
- liquidation of Fajos S.R.L,
- liquidation of Beaufort Invest S.R.L.
- acquisition of Halsey Investments Sp. z.o.o.,
- acquisition of GTC Univerzum Projekt Kft. (previously Winmark Kft.),
- acquisition of G-Delta Adrssy Kft.,
- establishment of wholly-owned subsidiary Office Planet Kft,
- establishment of wholly-owned subsidiary GTC Origine Investments Pltd
- establishment of wholly-owned subsidiary GTC HBK Project Kft.,
- establishment of wholly-owned subsidiary GTC VI188 Property Kft.,
- establishment of wholly-owned subsidiary GTC FOD Property Kft.,
- establishment of wholly-owned subsidiary GOC EAD,
- establishment of wholly-owned subsidiary GTC Aurora Luxembourg S.A.,
- establishment of wholly-owned subsidiary GTC KLZ 7-10 Kft;
- Companies which GTC S.A. holds 100% through Office Planet Kft, a fully owned by GTC S.A. and holding 70% of:
- o GTC BBC d.o.o,
- o Atlas Centar d.o.o. Beograd,
- o Demo Invest d.o.o. Novi Beograd,
- o GTC Business Park d.o.o. Beograd
- o GTC Medj Razvoj Nekretnina d.o.o. Beograd
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 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to terminate his appointment as a member to the Management Board of the Company as well as GTC Real Estate Development Hungary Zrt.. The resignation was approved by the Supervisory Board on 28 October 2021.
4. Main events of the nine-month period ended 30 September 2021
The Covid-19 pandemic has triggered a wave of substantial adverse effects on the global economy. The lockdowns brought a large part of the world's economic activity to an unparalleled standstill: consumers stayed home, companies lost revenue, and terminated employees – which, consequently, led to a rise in unemployment. Rescue packages by national governments and the EU, as well as supporting monetary policies by the European Central Bank have been implemented to moderate the economic impact of the pandemic. However, the scope and duration of the pandemic and possible future containment measures are still impossible to predict. From mid-March 2020, it became apparent that the economic disruptions caused by the Covid-19 virus and the increased market uncertainty combined with increased volatility in the financial markets might lead to a potential decrease in rental revenues, 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 19 in the condensed consolidated financial statements for the nine-month period ended 30 September 2021).
On 8 January 2021, GTC Pixel and GTC Francuska signed a loan agreement with Santander Bank Polska, which refinanced the existing loans. GTC Pixel repaid the loan in PKO BP in the amount of €19,200 and obtained the new loan in Santander Bank Polska in the amount of €19,700. GTC Francuska repaid the loan in ING in the amount of €18,900 and obtained the new loan in Santander Bank Polska in the amount of €19,300.
On 5 March 2021, GTC S.A. repaid all bonds issued under ISIN code PLGTC0000276 (full redemption). The original nominal value was €20,494.
On 11 March 2021, GTC Real Estate Development Hungary Zrt, a wholly-owned subsidiary of the Company, signed a sale purchase agreement to acquire a Napred company, Belgrade, holding a land plot of 19,537 sqm for consideration of €33,800 from Groton Global Corp. The site has potential office development of ca 79,000 sq m. The transaction is expected to be finalized during 2021 upon certain conditions precedents are fulfilled.
On 17 March 2021, GTC Real Estate Development Hungary Zrt., a wholly-owned subsidiary of the Company issued 10-year green bonds with a total nominal value of €53,800 denominated in HUF to finance real estate acquisitions, redevelopment, and constructions of eligible projects. The bonds are fully, and irrevocable guaranteed by the Company and were issued at a yield of 2.68% with an annual fixed coupon of 2.6%. The bonds are amortized 10% a year starting on the 7th year, with 70% of the value paid at the maturity on 17 March 2031.
On 17 March 2021, GTC Real Estate Development Hungary Zrt., a wholly-owned subsidiary of the Company, entered into cross-currency interest swap agreements with two different banks to hedge the total green bonds liability against foreign exchange fluctuations. The green bonds were fixed to the Euro, and the fixed annual coupon was swapped for an average annual interest fixed rate of 0.93%.
On 18 March 2021, Erste Group Bank AG, Raiffeisenlandesbank Niederosterreich-Wien AG, and GTC CTWA Sp. z o.o., a wholly-owned subsidiary of the Company, operating Galeria Jurajska shopping mall, signed a waiver letter, according to which the DSCR covenant was waived until the end of September 2022 and a prepayment of €5,000 was made at the end of March 2021.
On 19 March 2021, City Gate SRL and City Gate Bucharest SRL, wholly-owned subsidiaries of the Company, signed a prolongation of the loan agreement with Erste Group Bank AG for additional five years.
On 19 March 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary of the Company, operating Ada Mall, and Intesa Bank signed a restated loan agreement whereby the existing loan in the amount of €58,300 was early prepaid by 31 March 2021 in the amount
of €29,000 and the margin reduced from 3.15% to 2.9%. Following the prepayment, the outstanding loan amount shall be payable in full at maturity in 2029.
In April 2021, the Group commencement of construction of GTC X, an office building in Belgrade.
On 1 April 2021, GTC Corius, a wholly-owned subsidiary of the Company, signed a loan agreement prolongation with Berlin Hyp Bank, for additional five years.
On 30 April 2021, Globe Office Investments Ltd, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 15,700 sq m Class A office building on Váci corridor (Vaci Green D) in Budapest for consideration of €51,000. The transaction was partially financed by a bank facility in the amount of €25,000.
On 7 May 2021, GTC Sterlinga Sp. z o.o., a wholly-owned subsidiary of the Company, signed a prolongation of the loan agreement with Pekao S.A. for additional five years.
On 12 May 2021, GTC Real Estate Development Hungary Zrt., a wholly-owned subsidiary of the Company, acquired 100% holding of Winmark Ingatlanfejlesztő Kft ("Winmark"), which owns the Ericsson Headquarter Office Building and the evosoft Hungary Headquarter Office Building two class A office buildings in Budapest from WING Real Estate Group for a consideration of €160,300, which was financed partially by a bank facility in the amount of €80,000.
On 21 May 2021, GTC signed a sale and purchase agreement, concerning the sale of the entire share capital of Serbian subsidiaries: Atlas Centar d.o.o. Beograd ("Atlas Centar"), Demo Invest d.o.o. Novi Beograd ("Demo Invest"), GTC BBC d.o.o. ("BBC"), GTC Business Park d.o.o. Beograd ("Business Park"), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd ("GTC MRN") and Commercial and Residential Ventures d.o.o. Beograd ("CRV"). The purchase price under the agreement shall be calculated on an enterprise value basis, based on a property value of an aggregate €267,600. The closing of the transaction is expected to take place during the fourth quarter of 2021, following the satisfaction of customary conditions precedent, including the completion of acquisition debt financing by the buyer.
On 1 June 2021, GOC EAD, a wholly-owned subsidiary of the Company, acquired a land plot in Sofia with an area of 2,417 sq m for a total amount of €4,700. The Group plans to develop an office building in Sofia, Bulgaria with a leasable area of 9,200 sq m.
On 8 June 2021, two rating agencies assigned a corporate family rating ("CFR") to GTC: Moody's Investors Service ("Moody's") – Ba1 and Fitch Ratings ("Fitch") – BBB-. Outlook for the assigned ratings is positive (Moody's) and stable (Fitch). After the issue of €500,000 fixedrate, senior unsecured green bonds due 2026, Moody's and Fitch assigned credit ratings for issued bonds on the same level as CFR. Bonds were issued by GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company, and guaranteed by the Company.
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company, issued 5-year unsecured green bonds with the total nominal value of €500,000 denominated in EUR to primarily refinance existing secured debt on its projects whose activities meet the eligibility criteria detailed in the GTC's Green Bond Framework, as well as for general corporate purposes. The bonds are guaranteed by the Company and were issued at a yield of 2.375% with an annual fixed coupon of 2.25%. The bonds are paid at maturity on 23 June 2026.
On 25 June 2021, GTC Metro Kft., a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with CIB bank in the amount of €13,000.
On 29 June 2021, Powszechne Towarzystwo Emerytalne PZU SA, with its registered seat in Warsaw, acting on behalf of Otwarty Fundusz Emerytalny PZU "Złota Jesień", has reappointed Ryszard Wawryniewicz to the Company's Supervisory Board for a new 3-years term, effective 29 June 2021.
On 29 June 2021, the Annual General Meeting adopted a resolution regarding the capital increase of up to 20% of the existing share capital. As per the Annual General Meeting authorization, the Management may conduct the transaction within the next six months.
On 30 June 2021, Centrum Światowida Sp. z o.o., a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with Bank Polska Kasa Opieki S.A. and Commercial Bank of China (Europe) S.A. in the total amount of €174,100.
On 30 June 2021, GTC Korona S.A., a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with Santander Bank Polska S.A. in the amount of €41,600.
On 30 June 2021, GTC Matrix d.o.o., a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with Erste Bank in the amount of €23,500.
On 30 June 2021, Advance Business Center EAD, a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with UniCredit bank in the amount of €41,100.
On 30 June 2021, City Gate Bucharest S.R.L. and City Gate S.R.L.,wholly-owned subsidiaries of the Company, repaid the entire outstanding amount of the loan with Erste Bank in the amount of €62,000.
On 30 June 2021, Venus Commercial Center S.R.L., a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with Alpha bank in the amount of €13,800.
On 30 June 2021, GTC HBK Project Ltd, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 6,400 sq m mixed-used retail and office asset in Budapest for the total consideration of €21,000. The acquisition was partially financed by a bank facility in the amount of €10,800.
On 30 June 2021, GTC VI188 Property Ltd, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 15,000 sq m Class A office building in Budapest for consideration of €31,200. The acquisition was partially financed by a bank facility in the amount of €16,200.
On 15 July 2021, Cascade building SRL, a wholly-owned subsidiary of the Company, repaid the entire outstanding amount of the loan with Banca Transilvania S.A. in the total amount of €3,600.
On 22 July 2021, GTC FOD Kft, an indirect wholly-owned subsidiary of the Company acquired from a company related to the majority shareholder of the Company a 24,000 sq m Class A Office Building in Debrecen, the second-largest city in Hungary, for consideration of €46,700.
On 31 August 2021, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, operating Mall of Sofia, repaid the entire outstanding amount of the loan with OTP Bank in the total amount of €53,400.
On 9 September 2021, Europort Investments (Cyprus) 1 Limited, a wholly-owned subsidiary of the Company, sold shares of all its subsidiaries holding two land plots in Ukraine Odessa for an amount of €600. Subsequently to the sale, the Company no longer has any assets or holds any entities in Ukraine.
On 21 September 2021, GTC KLZ 7-10 Ltd, an indirect wholly-owned subsidiary of the Company, acquired from an investment fund related to the majority shareholder of` the Company a land plot in the CBD of Budapest of 3,750 sqm for the total consideration of €12,800. The site has potential residential development of approx. 17,000 sq m.).
On 21 September 2021, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Delta Adrssy Ltd from an investment fund related to the majority shareholder of the Company, which owns an existing office building for a future refurbishment with a GLA of 3,600 sq m for consideration of €10,800. The office building is located in the CBD of Budapest.
On 28 September 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary of the Company operating Ada Mall, repaid the entire outstanding amount of the loan with Intesa Bank in the total amount of €29,300.
EVENTS THAT TOOK PLACE AFTER 30 SEPTEMBER 2021:
On 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to terminate his appointment as a member to the Management Board of the Company as well as GTC Real Estate Development Hungary Zrt. The resignation was approved by the Supervisory Board on 28 October 2021.
On 29 October 2021, the Company signed the first unsecured revolving credit facility agreement in the amount of €75,000 with a club of four different banks.
5. Operating and financial review
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 the 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 a force to change some of its investment plans. Additionally, the Group may not be able to develop numerous projects 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 2021 and for the nine-month period ended 30 September 2020, the Group derived 76% and 75% of its revenues from operations as rental revenue, which significantly 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 2021 and for the nine-month period ended 30 September 2020, the Group derived 24% and 25% of its revenues from operations as service revenue, reflecting 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 indexed to Euro and 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 the 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 the 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 like 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 premiums. 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, assessed using a comparative method, is determined by referring to the market prices applied in transactions relating to similar properties.
The Group recognized a net loss from revaluation and impairment of assets of €2,111 in the nine-month period ended 30 September 2021 and €66,915 net loss from revaluation and impairment of assets in the nine-month period ended 30 September 2020.
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. As of 30 September 2021, 94% of the Group's borrowings (by value) were either based on the fixed interest rate or hedged against interest rate fluctuations, mainly through interest rate swaps and cap transactions. 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, leading to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, resulting 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 0.284% as of 3 January 2014, 0.076% as of 2 January 2015, and -0.132% as of 4 January 2016, -0.318% as of 2 January 2017, -0.329% as of 2 January 2018, -0.310% as of 2 January 2019, -0.379 % as 2 January 2020 and -0.546% as 2 January 2021 (EURIBOR for three-month deposits).

IMPACT OF FOREIGN EXCHANGE RATE MOVEMENTS
For the nine-month periods ended 30 September 2021 and 30 September 2020, 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 the Group operates in are an essential factor as the credit facilities obtained may be denominated in either euro or local currencies.
The Group presents 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 vast 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 zlotys, Bulgarian levas, Croatian kunas, Hungarian forints, Romanian leis, 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 zlotys, and (ii) the interest on the bonds issued by the Group in Hungarian forints. The exchange rates between local currencies and the euro have historically fluctuated. The Group hedges its foreign exchange exposure.
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 the issue of the bonds, proceeds from bank loans, loans extended by their holding companies. 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.
5.2 Specific factors affecting financial and operating results
COVID-19
The Covid-19 pandemic has triggered a wave of substantial adverse effects on the global economy. The lockdowns brought a large part of the world's economic activity to an unparalleled standstill: consumers stayed home, companies lost revenue, and terminated employees – which, consequently, led to a rise in unemployment. Rescue packages by national governments and the EU, as well as supporting monetary policies by the European Central Bank have been implemented to moderate the economic impact of the pandemic. However, the scope and duration of the pandemic and possible future containment measures are still impossible to predict. During 2020 and in the nine-month period ended 30 September 2021, the economic disruptions caused by the Covid-19 virus and the increased market uncertainty combined with increased volatility in the financial markets led to a decrease in rental revenues, a decrease in the Company assets' values, as well as impacted on the Company's compliance with financial covenants.
CLOSING AND REOPENING OF THE GROUP'S SHOPPING CENTRES
Following the outbreak of the COVID-19 pandemic, the authorities in many of the markets the Group operates in imposed restrictions on the opening of its shopping centres. Except for select "essential" retailers, or those able to offer curb-side pickup or fulfill delivery orders from the store. The tenants in the Group's centres were unable to trade between three up to five months during 2020 subject to each country's restriction and around on average of three months during the nine months of 2021. Measures taken by the government affected and will continue to affect our business. In addition, even in those regions in which there were no mandatory shutdowns, or when shopping centres were allowed to reopen, not all retailers continued or restarted operations.
RENT DISCOUNTS AND COLLECTION
In several countries of our operations, governments adopted tenant support packages, such as a rental payments holiday in Poland for the period of lockdown or rent support through subsidizing part of any rental discounts. Upon the re-opening of its shopping centres, the Group engaged tenants in discussions about collecting rent and service charges as well as the terms of any support by the Group. The Group implemented multi-pronged measures to support tenants and encourage consumer spendings, such as reducing rent, allowing rent payment in instalments, waiving late payment interest and service charges.
The financial impact on gross margin related to the COVID-19 amounted to €14,700 in 2020. During the nine-month period ended 30 September 2021, certain countries such as Croatia and Serbia have relaxed their trading restrictions; therefore, shopping malls operating in those countries have recorded an increase in gross margin from operations in the amount of €1,100 in comparison with the same period of 2020. Poland and Bulgaria lockdowns and tenant support packages continue to impact the operations of the malls negatively; therefore, shopping malls operating in those countries have recorded a decrease in gross margin from operations in the amount of €2,100 in the nine-month period ended 30 September 2021 in comparison with the same period of 2020.
The amendment to the Act on special solutions connected with prevention, counteraction, and combating of COVID-19 and other infectious diseases and caused by them crisis situations (art. 15ze), which regulates the relations between tenants and landlords regarding settlements for the period of lockdowns (introducing a new settlement between tenants and landlords in which tenants will pay 20% of the rent in the lockdown period and 50% for the three months following the lockdown) came into force in Poland on 23 July 2021. Based on the Management's assessment, the impact of the new regulation on prior periods will be immaterial. The new law provides a roadmap for any future lockdowns and, as a result, could significantly impact the Group's revenue derived from shopping malls located in Poland in case of any potential lockdowns are implemented.
VALUATION OF INVESTMENT PROPERTIES
The increased uncertainty and increased volatility in the financial markets had negatively affected the investment properties of the Group during 2020 and might have an effect on the future asset valuations, as well as the impact on the Company's compliance with financial covenants.
Notwithstanding the above, as of 30 September 2021, the Company received letters from its external appraisers confirming that the market value of almost all subject property portfolio as of 30 September 2021 remains the same as the market value performed and reported as of 30 June 2021. Changes in the valuation of investment property under construction result from the progress of construction work.
There is no significant uncertainty regarding the fair value of investment properties.
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.
LIQUIDITY POSITION
During the COVID-19 pandemic, the Group took immediate steps to preserve its strong liquidity position in light of the uncertain impact of the pandemic. These steps included cost and CAPEX measures, as well as the decision to retain the profit for the year ended 31 December 2019 in the Company, as well as recommendation to suspend dividend for the year ended 31 December 2020. As of 30 September 2021, the Group holds cash in the amount of €91,598. The Group run stress tests, which indicated that the going concern assumption remains valid for at least 12 months from the financial statement publication date.
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 April 2021, the Group commenced construction of GTC X, an office building in Belgrade.
There was a number of events that took place in the nine-month period ended 30 September 2021, which had an impact on the financial results of the Group, including entering into new loan agreements totaling €171,000, in particular:
- a loan with Santander Bank Polska in the amount of €19,700 for the refinancing of the loan with PKO BP with the outstanding amount of €19,200 related to Pixel;
- a loan with Santander Bank Polska in the amount of €19,300 for the refinancing of the loan with ING with the outstanding amount of €18,900 related to project Francuska Office Centre;
- a loan with OTP Bank in the amount of €80,000 of which €58,000 is credit obligation related to the acquired company and €22,000 is top-up for the financing of Ericsson Headquarter Office Building and the evosoft Hungary Headquarter Office Building
- a loan with Erste Bank in the amount of €25,000 for financing the acquisition of Vaci Green D office building;
- a loan with Erste Bank in the amount of €10,800 for funding of the acquisition of Hegyvidék Retail and Office Centre;
- a loan with Erste Bank in the amount of €16,200 for financing the acquisition of.Váci 188.
Additionally, the Group issued 10-year green bonds with the total nominal value of €53,800 denominated in HUF and 5-year unsecured green bonds with the total nominal value of €500,000 denominated in EUR. The proceeds from the bonds were used to refinance the existing project loans following the change in the Group's financial policy from secured debt to predominantly unsecured debt. As a result following loans, totaling €484,400 were repaid:
- a loan with Intesa Bank in the entire outstanding amount of €58,300 for Ada Mall project;
- a loan with CIB bank the entire outstanding amount of €13,000 for GTC Metro project;
- a loan with Bank Polska Kasa Opieki S.A. and Commercial Bank of China (Europe) S.A. the entire outstanding amount of €174,100 for Galeria Północna project;
- a loan with Santander Bank Polska S.A. the entire outstanding amount of €41,600 for Korona Office Complex project;
- a loan with UniCredit bank the entire outstanding amount of €41,100 for Advance Business Center project;
- a loan with Erste Bank the entire outstanding amount of €62,000 for City Gate project;
- a loan with Alpha bank the entire outstanding amount of €13,800 for Premium projects and
- a loan with Erste Bank the entire outstanding amount of €23,500 for Matrix project,
- a loan with Banca Transilvania S.A the entire outstanding amount of €3,600 for Cascade project;
- a loan with OTP Bank the entire outstanding amount of €53,400 for Mall of Sofia project.
Additionally, the Group repaid bonds issued under ISIN code PLGTC0000276 with the original nominal value of €20,494 at its maturity and prepaid a loan with Erste Group Bank AG, Raiffeisenlandesbank Niederosterreich-Wien AG in the amount of €5,000 related to Galeria Jurajska.
During the course of the nine-month period ended 30 September 2021, the Group heavily invested into the income-generating properties as well as landbank for future use. Total investment was €375,211 and mainly included:
- an acquisition of Ericsson Headquarter Office Building and the evosoft Hungary Headquarter Office Building, two Class A office buildings for the consideration of €160,300;
- an acquisition of Váci Greens D office building for the total consideration is €51,000;
- an acquisition of a land plot in Sofia with area of 2,417 sq m for a total amount of €4,700;
- an acquisition of Hegyvidék Retail and Office Centre in Budapest for the total consideration of €21,000. The mixed-used retail and office asset consists of approx. 6,400 sq. m;
- an acquisition of V188 office building in Budapest for the total consideration of €31,200;
- an acquisition of Forest Offices, a 24,000 sq m class A office building in Debrecen, the second-largest city in Hungary, for consideration of €46,700;
- an acquisition of a land plot in the CBD of Budapest of 3,750 sqm for the total consideration of €12,800. The site has potential residential development of approx. 17,000 sq m.;
- an acquisition of an existing office building for a future refurbishment with a GLA of 3,600 sq m for consideration of €10,800. The office building is located in the CBD of Budapest.
The Group also signed a preliminary agreement to sell its office properties in Belgrade, which was reflected in the balance sheet of the Group as the reclassification of those assets and related liabilities to the "Assets held for sale" line, and "Liabilities related to assets held for sale", respectively.
For more details, please see Item 4. Main events of the nine-month period ended 30 September 2021.
5.3 Presentation of differences between achieved financial results and published forecasts
The Group did not publish forecasts for the first nine months of 2021 nor the full year 2021.
5.4 Statement of financial position
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 rate 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 the financial position depends on their maturity. For derivatives that do not qualify for hedge accounting, any gains 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.
5.4.2 Financial position as of 30 September 2021 compared to 31 December 2020
ASSETS
Total assets increased by €217,825 to €2,698,582 as of 30 September 2021 from €2,480,757 as of 31 December 2020.
The value of investment property increased by €95,262 (5%) to €2,220,390 as of 30 September 2021 from €2,125,128 as of 31 December 2020, mainly due to an investment of €375,211 mostly into the acquisition of new properties in Hungary (5 office buildings and one mixed-use retail and office asset) and landbank in Bulgaria partially offset by reclassification of Serbian office buildings of €270,487 to assets held for sale and reclassification of land in Romania of €5,500 to residential landbank.
The value of residential landbank increased by €16,125 to €26,219 as of 30 September 2021 from €10,094 as of 31 December 2020, mainly due to an investment of €12,800 into the acquisition of a new land plot in Hungary and a reclassification of a land plot in Romania of €5,500 from investment property to residential landbank. The increase was partially offset by the reclassification of land plot in Romania in the amount of €2,153 to assets held for sale.
The value of assets held for sale increased to €290,556 as of 30 September 2021 from €1,580 as of 31 December 2020, mainly as a result of the reclassification of Serbian entities (incl. real estate assets, cash, and deposits, and other assets) of €287,723 and a residential land plot in Romania of €2,153 to assets held for sale following signing preliminary sale-purchase agreements.
The value of blocked deposits (incl. short-term) decreased by €13,163 (34%) to €25,250 as of 30 September 2021 from €38,413 as of 31 December 2020, mainly as a result of reclassification of blocked deposits to assets held for sale of €5,928, following the reclassification of an office portfolio in Serbia to assets held for sale combined with a release of blocked deposits related to bank loans which were fully repaid as of 30 September 2021.
The value of cash and cash equivalents decreased by €180,398 (66%) to €91,598 as of 30 September 2021 from €271,996 as of 31 December 2020, mainly as a result of the acquisition of assets and investment into assets under construction (net of loans) of €224,700 combined with early repayment of loans and final repayment of bonds in the total amount of €524,750, partially offset by the bond issue with the value of €551,623.
LIABILITIES
The value of loans and bonds increased by €36,418 (3%) to €1,297,710 as of 30 September 2021 from €1,261,292 as of 31 December 2020. This increase comes mainly from the bonds issued with the value of €551,623, new loans related to acquisitions in Hungary of €132,000, refinancing of existing loans of €39,000, and drawdown of loans for projects under construction of €30,335 partially offset by repayment of existing loans of €559,685 combined with repayment of bonds of €20,494 and the reclassification of loans related to the disposal of office properties in Serbia to liabilities related to assets held for sale of €143,676.
The value of liabilities held for sale increased to €165,027 as of 30 September 2021 from €0 as of 31 December 2020. This increase comes mainly from the reclassification of liabilities related to the disposal of office properties in Serbia to liabilities related to assets held for sale.
The value of lease liability (incl. current portion of lease liabilities) decreased by €4,912 (11%) to €38,142 as of 30 September 2021 from €43,054 as of 31 December 2020, mainly due to the reclassification of lease liabilities related to the disposal of office properties in Serbia to liabilities related to assets held for sale in the total value of €3,724.
The value of derivatives increased by €4,342 (23%) to €23,602 as of 30 September 2021 from €19,260 as of 31 December 2020, mainly due to the new cross-currency swap for bonds in HUF partially offset by early settlement of hedge contracts related to loans repaid before the maturity date and reclassification of derivatives related to the loans of assets held for sale to liabilities related to assets held for sale.
The value of provision for deferred tax liability decreased by €413 to €132,817 as of 30 September 2021 from €133,230 as of 31 December 2020, mainly due to the reclassification of deferred tax liabilities related to the disposal of office properties in Serbia of €10,892 to liabilities related to assets held for sale partially offset by the recognition of deferred tax liabilities in newly acquired companies in Hungary.
The value of trade payables and provisions decreased by €3,686 (14%) to €23,613 as of 30 September 2021 from €27,299 as of 31 December 2020, mainly due to reclassification of liabilities related to assets held for sale of €2,100, settlement of payables related to investment activity of €5,700, partially offset by payables related to new acquisitions in Hungary of €3,100.
EQUITY
The value of accumulated profit increased by €32,272 (7%) to €492,325 as of 30 September 2021 from €460,053 as of 31 December 2020, following recognition of profit for the period in the amount of €33,077.
The value of hedge reserve increased by €7,675 (64%) to €19,605 as of 30 September 2021 from €11,930 as of 31 December 2020, mainly due to the reevaluation of the new crosscurrency swap for bonds in HUF.
The value of equity increased by €24,399 (3%) to €998,547 as of 30 September 2021 from €974,148 as of 31 December 2020 mainly due to an increase in accumulated profit by €32,272, following recognition of profit during the period, partially offset by an increase in value of hedge reserve by €7,675.
5.5 Consolidated income statement
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 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 an 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 gains or losses arising from changes in the 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 are generally subject to real estate transfer tax and/or VAT.
5.5.2 Comparison of financial results for the nine-month period ended 30 September 2021 with the result for the corresponding period of 2020
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €2,849 (2%) to €124,423 in the nine-month period ended 30 September 2021 compared to €121,574 in the nine-month period ended 30 September 2020. The Group recognized an increase in rental revenues due to the acquisition of new properties and the completion of Green Heart, Advance Business Center, Matrix in the amount of €7,400. The increase was partially offset by a decrease in rental revenues of shopping centers in Poland and Bulgaria of €2,800 due to Covid-19 related closures and a decrease in rental revenues following the sale of Spiral in the fourth quarter of 2020 of €3,000.
COST OF RENTAL ACTIVITY
Service cost slightly increased by €938 (3%) to €31,529 in the nine-month period ended 30 September 2021 as compared to €30,591 in the nine-month period ended 30 September 2020. The Group recognized an increase in service costs due to acquisition of new properties and completion of Green Heart, Advance Business Center, Matrix of €2,300. The increase was partially offset by a decrease in the service costs due to the sale of Spiral in the fourth quarter of 2020 of €640 combined with a decrease in service costs in our shopping malls of €500 due to Covid-19 related closures.
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations increased by €1,911 (2%) to €92,894 in the nine-month period ended 30 September 2021 as compared to €90,983 in the nine-month period ended 30 September 2020, mainly resulting from an increase in the rental revenues due to acquisitions and completion of new properties, partially offset by a loss in rental and service revenues due to the sale of Spiral and Covid-19 related lockdowns in our shopping malls.
The gross margin on rental activities in the nine-month period ended 30 September 2021 was 75% compared to 75% in the nine-month period ended 30 September 2020.
ADMINISTRATION EXPENSES
Administration expenses (before provision for the share-based program) increased by €603 (7%) to €8,845 in the nine-month period ended 30 September 2021 from €8,242 in the ninemonth period ended 30 September 2020. Mark-to-market of the share-based program resulted in the share-based provision of €478 in the nine-month period ended 30 September 2021 compared to a reversal of the provision of €1,059 recognized in the nine-month period ended 30 September 2020. The above factors resulted in an increase of administration expenses of €2,140 to €9,323 in the nine-month period ended 30 September 2021 from €7,183 in the ninemonth period ended 30 September 2020.
PROFIT / (LOSS) FROM THE REVALUATION/IMPAIRMENT OF ASSETS
Net loss from the revaluation/impairment of the assets amounted to €2,111 in the nine-month period ended 30 September 2021, compared to a net loss of €66,915 in the nine-month period ended 30 September 2020. Net loss from the revaluation of the investment properties reflects mainly capital expenditure invested on the existing investment properties, partially offset by profit from the revaluation of the acquired assets in Hungary.
OTHER INCOME / (EXPENSES), NET
Other expenses (net of other income) amounted to €343 in the nine-month period ended 30 September 2021, compared to expenses of €332 in the nine-month period ended 30 September 2020.
FOREIGN EXCHANGE DIFFERENCES GAIN (LOSS)
Foreign exchange differences loss amounted to €438 in the nine-month period ended 30 September 2021, compared to a foreign exchange loss of €4,109 in the nine-month period ended 30 September 2020. The significant foreign exchange difference loss in the nine-month period ended 30 September 2020 related to the substantial devaluation of local currencies to the Euro following the Covid-19 outburst.
FINANCIAL INCOME
Financial income amounted to €223 in the nine-month period ended 30 September 2021 as compared to €252 in the nine-month period ended 30 September 2020.
FINANCIAL COST
Financial cost increased by €8,591 to €33,922 in the nine-month period ended 30 September 2021 as compared to €25,331 in the nine-month period ended 30 September 2020, mainly due to the one-off costs related to early repayments of loans of €5,100 (cash payments) and release of corresponding deferred issuance debt expenses of €2,500 (non-cash). The average interest rate (including hedges) as of 30 September 2021 was 2.14%.
PROFIT / (LOSS) BEFORE TAX
Profit before tax was €45,797 in the nine-month period ended 30 September 2021, compared to a loss before tax of €13,637 in the nine-month period ended 30 September 2020. This mainly resulted from lower loss from revaluation/impairment of assets by €64,804 combined with lower foreign exchange difference loss by €3,671 and increased margin from operations following acquisition and completion of new properties by €1,911, partially offset higher finance cost by €8,591.
TAXATION
Tax amounted to €12,720 in the nine-month period ended 30 September 2021. Taxation consists mainly of €3,866 of current tax expenses and €8,854 of deferred tax.
NET PROFIT / (LOSS)
Net profit amounted to €33,077 in the nine-month period ended 30 September 2021, compared to a net loss of €16,505 in the nine-month period ended 30 September 2020. This mainly resulted from a strong operating performance combined with lower loss from revaluation/impairment of assets by €64,804 and lower foreign exchange difference loss, partially offset by an increase in finance cost by €8,591 and recognition of tax expenses of €12,720 (€2,868 tax in the nine-month period ended 30 September 2020).
5.5.3 Comparison of financial results for the three-month period ended 30 September 2021 with the result for the corresponding period of 2020
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €2,691 (6%) to €45,575 in the three-month period ended 30 September 2021 from €42,884 in the three-month period ended 30 September 2020. The increase mainly resulted from an increase in the rental revenues due to the acquisition of new properties in Hungary. The increase was partially offset by a decrease in rental revenues following the sale of Spiral in the fourth quarter of 2020.
COST OF RENTAL ACTIVITY
Service cost increased by €969 (9%) to €11,505 in the three-month period ended 30 September 2021 from €10,536 in the three-month period ended 30 September 2020, mainly as a result of an increase in service costs due to the acquisition of new properties of €1,100.
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations increased by €1,722 (5%) to €34,070 in the three-month period ended 30 September 2021 from €32,348 in the three-month period ended 30 September 2020, mainly resulting from an increase due to acquisitions of new properties and completion of Green Heart, Advance Business Center and Matrix. The increase was partially offset by the sale of Spiral in the fourth quarter of 2020.
The gross margin on rental activities in the three-month period ended 30 September 2021 was 75% compared to 75% in the three-month period ended 30 September 2020.
ADMINISTRATION EXPENSES
Administration expenses (before provision for the share-based program) increased by €251 (10%) to €2,878 in the three-month period ended 30 September 2021 from €2,627 in the threemonth period ended 30 September 2020. The mark-to-market of the share-based program resulted in the share-based provision of €186 in the three-month period ended 30 September 2021 compared to a share-based provision of €2 recognized in the three-month period ended 30 September 2020. The above factors resulted in an increase of administration expenses of €435 to €3,064 in the three-month period ended 30 September 2021 from €2,629 in the threemonth period ended 30 September 2020.
PROFIT / (LOSS) FROM THE REVALUATION/IMPAIRMENT OF ASSETS
Net loss from the revaluation/impairment of the assets amounted to €1,031 in the three-month period ended 30 September 2021, compared to a net profit of €917 in the three-month period ended 30 September 2020. Net loss from the revaluation of the investment properties reflects mainly capital expenditure invested on the existing investment properties, partially offset by profit from the revaluation of the acquired assets in Hungary.
OTHER INCOME / (EXPENSES), NET
Other expenses (net of other income) amounted to €240 in the three-month period ended 30 September 2021 compared to other income net of €162 in the three-month period ended 30 September 2020.
FOREIGN EXCHANGE DIFFERENCES GAIN (LOSS)
Foreign exchange differences loss amounted to €289 in the three-month period ended 30 September 2021, compared to a foreign exchange loss of €873 in the three-month period ended 30 September 2020.
FINANCIAL INCOME
Financial income amounted to €73 in the three-month period ended 30 September 2021 compared to €79 in the three-month period ended 30 September 2020.
FINANCIAL COST
Financial cost increased by €4,028 to €12,308 in the three-month period ended 30 September 2021 compared to €8,280 in the three-month period ended 30 September 2020 due to recognition of one-off costs related to early repayments of loans and release of corresponding deferred issuance debt expenses. The average interest rate (including hedges) as of 30 September 2021 was 2.14%.
PROFIT / (LOSS) BEFORE TAX
Profit before tax was €16,789 in the three-month period ended 30 September 2021, compared to a profit before tax of €21,429 in the three-month period ended 30 September 2020. This mainly resulted from the increased margin from operations following acquisition and completion of new properties by €1,722, partially offset by higher financial cost by €4,028 combined with recognition of €1,031 loss from revaluation/impairment of assets (€917 profit in Q3 2020).
TAXATION
Tax amounted to €5,211 in the three-month period ended 30 September 2021. Taxation consists mainly of €1,060 of current tax expenses and €4,151 of deferred tax expenses.
NET PROFIT / (LOSS)
Net profit amounted to €11,578 in the three-month period ended 30 September 2021, as compared to a net profit of €17,319 in the three-month period ended 30 September 2020. This mainly resulted from strong operating results partially offset by higher financial cost by €4,028, recognition of €1,031 loss from revaluation/impairment of assets (€917 profit in Q3 2020), and recognition of tax expense of €5,211 (€4,110 tax in the three-month period ended 30 September 2020).
5.6 Consolidated cash flow statement
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 bonds, 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.
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 2021 and 2020:
| 9-month period ended 30 June | ||
|---|---|---|
| 2021 | 2020 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net cash from operating activities | 76,777 | 75,520 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Expenditure on investment property and property, plant and equipment |
(68,182) | (64,658) |
| Purchase of completed assets and land, residential landbank and minority |
(273,689) | (1,802) |
| Decrease in short term deposits designated for investment | 922 | 5,777 |
| Sale of investment property or subsidiary | 595 | 500 |
| Advances received for assets held for sale | 1,080 | - |
| VAT/tax on purchase/sale of investment property | 247 | 1,410 |
| Interest received | 16 | 45 |
| Net cash used in investing activities | (339,011) | (58,728) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | 699,123 | 157,248 |
| Repayment of long-term borrowings | (580,179) | (183,729) |
| Interest paid and other financing breaking fees | (26,350) | (22,582) |
| Repayment of a lease liability | (516) | (156) |
| Loans origination payment | (7,561) | (954) |
| Decrease/(Increase) in short term deposits | 6,313 | (1,375) |
| Net cash from /(used) in financing activities | 90,830 | (51,548) |
| Net foreign exchange difference | (626) | (5,802) |
| Net increase/ (Decrease) in cash and cash equivalents | (172,030) | (40,558) |
| Cash and cash equivalents at the beginning of the period |
271,996 | 179,636 |
| Cash and cash equivalents at the end of the period | 99,966 | 139,078 |
Net cash flow from operating activities increased to €76,777 in the nine-month period ended 30 September 2021 from €75,520 in the nine-month period ended 30 September 2020. The increase resulted from increased property base following acquisition and completion of properties as well as the fact that the lockdowns in the nine-month period ended 30 September 2021 compared to the previous year were shorter and allowed to recognize higher funds from operation from the retail activity.
Net cash flow used in investing activities amounted to €339,011 in the nine-month period ended 30 September 2021 compared to €58,728 used in the nine-month period ended 30 September 2020. Cash flow used in investing activities is mainly composed of expenditure on investment properties, completed assets and land, and a residential landbank of €341,871 related to acquisitions of new assets and investment in assets under construction (Pillar, GTC X and Sofia Tower 2).
Net cash flow from financing activities amounted to €90,830 in the nine-month period ended 30 September 2021, compared to €51,548 of cash flow used in financing activities in the ninemonth period ended 30 September 2020. Cash flow from financing activities mainly composed of (i) proceeds from long-term borrowings of €699,123 that are related mainly to the bonds issued with the total value of €551,623, loans related to assets under construction of €30,335, and new loans related to the newly acquired properties, (ii) repayment of long-term borrowings of €580,179 related mainly to early repayment of loans of €524,750, settlement of maturing bonds of €20,494, as well as amortization of existing loans of €16,400 and (iii) interest paid and other financing breaking fees in the amount of €26,350.
Cash and cash equivalents (including assets held for sale related to the disposal of office properties in Serbia) as of 30 September 2021 amounted to €99,966 compared to €139,078 as of 30 September 2020. The Group keeps its cash in the form of current accounts and bank deposits.
5.7 Future liquidity and capital resources
As of 30 September 2021, 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 manage all its liabilities efficiently and is constantly reviewing its funding plans related to (i) the development and acquisition of commercial properties, (ii) debt servicing of its existing assets portfolio, and (iii) CAPEX. Such funding is sourced through available cash, operating income, and refinancing.
As of 30 September 2021, the Group's non-current liabilities amounted to €1,475,593 compared to €1,274,363 as of 31 December 2020.
The Group's total debt from long and short-term loans and borrowings as of 30 September 2021 amounted to €1,441,386, including loans related to assets held for sale of €143,676 (net of deferred issuance debt expenses) as compared to €1,261,292 as of 31 December 2020.
The Group's liabilities held for sale amounted to €165,027 as of 30 September 2021 compared to €0 as of 31 December 2020.
The Group's loans and borrowings are mainly denominated in Euro. Debt in other currencies includes bonds (series maturing in 2022-2023) in PLN, green bonds issued by Hungarian subsidiary in HUF (series maturing in 2027-2031).
The Group's net loan-to-value ratio amounted to 52.8% as of 30 September 2021, compared to 45% as of 31 December 2020. The increase results from the significant acquisitions of cashgenerating assets performed during the nine-month period ended 30 September 2021. The Group's net loan-to-value is expected to decrease as a result of the disposal in Serbia (see Item 4. Main events of the nine-month period ended 30 September 2021) and the planned capital increase approved by the Annual Shareholders Meeting on 29 June 2021 (see Item 4. Main events of the nine-month period ended 30 September 2021). The Group's long-term strategy is to keep its loan-to-value ratio at a level of 40%; however, in case of acquisitions, the Company may deviate temporarily.
As of 30 September 2021, 94% of the Group's loans (by value) were based on the fixed interest rate or hedged against interest fluctuations, mainly 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 the issue of the bonds, proceeds from bank loans, loans extended by their holding companies. 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 and 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 projects, proceeds from bonds issued by the Company, and proceeds from asset disposals.
Concerning the COVID-19 outbreak, the Management has prepared and analyzed the cash flow budget based on certain hypothetical defensive assumptions to assess the reasonableness of the going concern assumption given the current developments on the market. This analysis assumed certain loan 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 the 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 the impact of the COVID-19 outbreak is presented in the interim condensed consolidated financial statements for the nine-month period ended 30 September 2021 in Note 19 COVID-19.
6.Information on loans granted with a particular emphasis on related entities
As of 30 September 2021, the Group does not have any long-term loans granted to its associates or joint ventures.
7.Information on guarantees granted to related entities
In March 2021, the Company guaranteed bonds issued by GTC Real Estate Development Hungary Zrt with the total nominal value of €53,800 nominated in HUF.
In June 2021, the Company guaranteed bonds issued by GTC Aurora Luxembourg S.A., with the total nominal value of €500,000 denominated in EUR.
During the nine-month period ended 30 September 2021, the Group did not grant guarantees of which the total value is material.
GTC gives guarantees to third parties in the normal course of its business activities. As of 30 September 2021, the guarantees granted are immaterial.
Additionally, the Company gives typical warranties in connection with the sale of its assets, under the sale agreements, and construction cost-overruns guarantees to secure construction loans. The risk involved in the above warranties and guarantees is very low.
8. Shareholders who, directly or indirectly, have a substantial shareholding
The following table presents the Company's shareholders, who had no less than 5% of votes at the general meeting of GTC S.A. shareholders, as of 30 September 2021. The table is prepared based on information received directly from the shareholders.
| shareholders Total |
85,334,147 485,555,122 |
17.58% 100.00% |
85,334,147 485,555,122 |
17.58% 100.00% |
No change |
|---|---|---|---|---|---|
| AVIVA OFE Aviva BZ WBK Other |
37,739,793 | 7.77% | 37,739,793 | 7.77% | No change |
| OFE PZU Złota Jesień |
42,014,802 | 8.65% | 42,014,802 | 8.65% | No change |
| GTC Holding Zártkörüen Müködö Részvénytársaság¹ |
21,891,289 | 4.51% | 21,891,289 | 4.51% | No change |
| GTC Dutch Holdings B.V. |
298,575,091 | 61.49% | 298,575,091 | 61.49% | No change |
| Shareholder | thousand) | capital | thousand) | votes | thousand) |
| shares held (not in |
% of share |
votes (not in |
% of | 2021 (not in |
|
| rights to the | Number of | 13 May | |||
| Number of shares and |
shares since |
||||
| Change in number of |
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.
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 the date of publication of this interim report, and changes in their holdings since the date of publication of the Group's last financial report (interim report for the six-month period ended 30 June 2021) on of 24 August 2021.
The information included in the table is based on information received from members of the management board.
| Management board member Yovav Carmi Ariel Ferstman Gyula Nagy |
Balance as of 15 November 2021 (not in thousand) 13,659 5,240 0 |
The nominal value of shares in PLN (not in thousand) 1,366 524 0 |
Change since 24 August 2021 (not in thousand) No change No change No change |
|---|---|---|---|
| Robert Snow¹ | 0 | 0 | No change |
| Total | 18,899 | 1,890 |
¹ Balance as of 27 October 2021
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 of the date of publication of this interim report and changes in their holdings since the date of publication of the Group's last financial report (interim report for the six-month period ended 30 June 2021) as of 24 August 2021.
The information included in the table is based on information received from members of the supervisory board.
| Balance as of 15 November |
The nominal | ||
|---|---|---|---|
| Members of the supervisory board |
2021 (not in thousand) |
value of shares in PLN (not in thousand) |
Change since 24 August 2021 |
| Zoltán Fekete | 0 | 0 | No change |
| János Péter Bartha | 0 | 0 | No change |
| Lóránt Dudás | 0 | 0 | No change |
| Balázs Figura | 0 | 0 | No change |
| Mariusz Grendowicz | 13,348 | 1,335 | No change |
| Marcin Murawski | 0 | 0 | No change |
| Bálint Szécsényi | 0 | 0 | No change |
| Ryszard Wawryniewicz | 0 | 0 | No change |
| Total | 13,348 | 1,335 |
10. 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
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 proceedings 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 being material.


GLOBE TRADE CENTRE S.A.
UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD
ENDED 30 SEPTEMBER 2021
TOGETHER WITH INDEPENDENT AUDITORS` REVIEW REPORT
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 30 September 2021 (in thousands of Euro)
| 30 September 2021 |
31 December 2020 |
||
|---|---|---|---|
| Note | (unaudited) | (audited) | |
| ASSETS | |||
| Non-current assets | |||
| Investment property | 8 | 2,220,390 | 2,125,128 |
| Residential landbank | 18 | 26,219 | 10,094 |
| Property, plant and equipment | 7,365 | 7,785 | |
| Blocked deposits | 10 | 10,914 | 10,979 |
| Deferred tax asset | 2,576 | 616 | |
| Other non-current assets | 173 | 159 | |
| 2,267,637 | 2,154,761 | ||
| Loan granted to non-controlling interest partner |
9 | 10,559 | 11,252 |
| Total non-current assets | 2,278,196 | 2,166,013 | |
| Current assets | |||
| Accounts receivables | 7,329 | 5,873 | |
| Accrued income | 2,192 | 878 | |
| VAT and other tax receivable | 12 | 2,096 | 2,343 |
| Income tax receivable | 394 | 1,036 | |
| Prepayments and deferred expenses | 17 | 11,885 | 3,604 |
| Short-term blocked deposits | 10 | 14,336 | 27,434 |
| Cash and cash equivalents | 91,598 | 271,996 | |
| 129,830 | 313,164 | ||
| Assets held for sale | 16 | 290,556 | 1,580 |
| TOTAL ASSETS | 2,698,582 | 2,480,757 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 30 September 2021 (in thousands of Euro)
| 30 September 2021 |
31 December 2020 |
||
|---|---|---|---|
| Note | (unaudited) | (audited) | |
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the Company |
|||
| Share capital | 22 | 11,007 | 11,007 |
| Share premium | 550,522 | 550,522 | |
| Capital reserve | (49,489) | (49,489) | |
| Hedge reserve | (19,605) | (11,930) | |
| Foreign currency translation | (2,656) | (2,553) | |
| Accumulated profit | 492,325 | 460,053 | |
| 982,104 | 957,610 | ||
| Non-controlling interest | 9 | 16,443 | 16,538 |
| Total Equity | 998,547 | 974,148 | |
| Non-current liabilities | |||
| Long-term portion of long-term borrowing | 14 | 1,268,884 | 1,067,867 |
| Deposits from tenants | 10,914 | 10,979 | |
| Long term payable | 1,402 | 2,524 | |
| Provision for share based payment | 1,455 | 977 | |
| Lease liability | 15 | 37,952 | 42,891 |
| Derivatives | 11 | 22,169 | 15,895 |
| Provision for deferred tax liability | 132,817 | 133,230 | |
| 1,475,593 | 1,274,363 | ||
| Current liabilities Trade payables and provisions |
13 | 23,613 | 27,299 |
| Deposits from tenants | 1,512 | 1,790 | |
| Current portion of long-term borrowing | 14 | 28,826 | 193,425 |
| VAT and other taxes payable | 2,381 | 1,551 | |
| Income tax payable | 674 | 4,220 | |
| Derivatives | 11 | 1,433 | 3,365 |
| Current portion of lease liabilities | 15 | 190 | 163 |
| Advances received | 786 | 433 | |
| 59,415 | 232,246 | ||
| Liabilities related to assets held for sale | 16 | 165,027 | - |
| TOTAL EQUITY AND LIABILITIES | 2,698,582 | 2,480,757 |
Globe Trade Centre S.A. Interim Condensed Consolidated Income Statement for the nine-month period ended 30 September 2021 (in thousands of Euro)
| Nine-month period ended 30 September 2021 |
Nine-month period ended 30 September 2020 |
Three-month period ended 30 September 2021 |
Three-month period ended 30 September 2020 |
||
|---|---|---|---|---|---|
| Note | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Rental revenue | 5 | 94,615 | 91,697 | 34,832 | 32,659 |
| Service charge revenue | 5 | 29,808 | 29,877 | 10,743 | 10,225 |
| Service charge costs | 5 | (31,529) | (30,591) | (11,505) | (10,536) |
| Gross margin from operations |
92,894 | 90,983 | 34,070 | 32,348 | |
| Selling expenses | (1,183) | (1,002) | (422) | (295) | |
| Administration expenses | 6 | (9,323) | (7,183) | (3,064) | (2,629) |
| Profit/(loss) from revaluation / impairment of assets |
8 | (2,111) | (66,915) | (1,031) | 917 |
| Other income | 306 | 769 | 65 | 714 | |
| Other expenses | (649) | (1,101) | (305) | (552) | |
| Profit/(loss) from continuing operations before tax and finance income / expense |
79,934 | 15,551 | 29,313 | 30,503 | |
| Foreign exchange differences gain / (loss), net |
(438) | (4,109) | (289) | (873) | |
| Finance income | 223 | 252 | 73 | 79 | |
| Finance cost | 7 | (33,922) | (25,331) | (12,308) | (8,280) |
| Profit/(loss) before tax | 45,797 | (13,637) | 16,789 | 21,429 | |
| Taxation | 20 | (12,720) | (2,868) | (5,211) | (4,110) |
| Profit /(loss) for the period | 33,077 | (16,505) | 11,578 | 17,319 | |
| Attributable to: | |||||
| Equity holders of the Company |
32,272 | (16,386) | 11,312 | 17,233 | |
| Non-controlling interest | 9 | 805 | (119) | 266 | 86 |
| Basic earnings / (losses) per share (in Euro) |
23 | 0.07 | (0.03) | 0.02 | 0.04 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Comprehensive Income for the nine-month period ended 30 September 2021 (In thousands of Euro)
| Nine-month period ended 30 September 2021 (unaudited) |
Nine-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Profit /(loss) for the period | 33,077 | (16,505) | 11,578 | 17,319 |
| Net other comprehensive income for the period, net of tax not to be reclassified to profit or loss in subsequent periods |
||||
| Gain/(Loss) on hedge transactions |
(8,069) | (2,664) | (2,981) | (435) |
| Income tax | 394 | 368 | 184 | 69 |
| Net gain/(loss) on hedge transactions |
(7,675) | (2,296) | (2,797) | (366) |
| Foreign currency translation | (103) | (4,057) | (84) | (1,050) |
| Net other comprehensive income for the period, net of tax to be reclassified to profit or loss in subsequent periods |
(7,778) | (6,353) | (2,881) | (1,416) |
| Total comprehensive income/(loss) for the period, net of tax |
25,299 | (22,858) | 8,697 | 15,903 |
| Attributable to: | ||||
| Equity holders of the Company |
24,494 | (22,739) | 8,431 | 15,817 |
| Non-controlling interest | 805 | (119) | 266 | 86 |
Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Changes in Equity for the nine-month period ended 30 September 2021 (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 2021 (audited) |
11,007 | 550,522 | (49,489) | (11,930) | (2,553) | 460,053 | 957,610 | 16,538 | 974,148 |
| Other comprehensive income/(loss) |
- | - | - | (7,675) | (103) | - | (7,778) | - | (7,778) |
| Profit for the period ended 30 September 2021 |
- | - | - | - | - | 32,272 | 32,272 | 805 | 33,077 |
| Total comprehensive income / (loss) for the period |
- | - | - | (7,675) | (103) | 32,272 | 24,494 | 805 | 25,299 |
| Dividend paid to non-controlling interest |
- | - | - | - | - | - | - | (900) | (900) |
| Balance as of 30 September 2021 (unaudited) |
11,007 11,007 |
550,522 550,522 |
(49,489) (49,489) |
(11,930) (19,605) |
(2,553) (2,656) |
460,053 492,325 |
957,610 982, 104 |
16,538 16,443 |
974,148 998, 547 |
| 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 (audited) |
11,007 | 550,522 | (43,098) | (4,994) | 943 | 530,242 | 1,044,622 | 14,040 | 1,058,662 |
| Other comprehensive income/(loss) |
- | - | - | (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 2020 (unaudited) |
11,007 11,007 |
550,522 550,522 |
(49,489)) (49,489 |
(11,930) (7,290) |
(2,553) (3,114) |
460,053 513,856 |
1,0957,610 15,492 |
116,538 7,511 |
1,0974,148 33,003 |
Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2021 (In thousands of Euro)
| Nine-month period ended 30 September 2021 |
Nine-month period ended 30 September 2020 |
||
|---|---|---|---|
| Note | (unaudited) | (unaudited) | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Profit/ (loss) before tax | 45,797 | (13,637) | |
| Adjustments for: | |||
| Loss/(profit) from revaluation/impairment of assets and residential projects |
8 | 2,111 | 66,915 |
| Foreign exchange differences loss/(gain), net | 438 | 4,109 | |
| Finance income | (223) | (252) | |
| Finance cost | 7 | 33,922 | 25,331 |
| Provision for share based payment loss/(profit) | 6 | 478 | (1,059) |
| Depreciation | 490 | 478 | |
| Operating cash before working capital changes | 83,013 | 81,885 | |
| Decrease / (increase) in accounts receivables and prepayments and other current assets |
(3,074) | (454) | |
| Decrease / (increase) in advances received | 775 | 784 | |
| Increase / (decrease) in deposits from tenants | 2,286 | (34) | |
| Increase / (decrease) in trade and other payables | 1,165 | (1,640) | |
| Cash generated from operations | 84,165 | 80,541 | |
| Tax paid in the period | (7,388) | (5,021) | |
| Net cash from operating activities | 76,777 | 75,520 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Expenditure on investment property and property, | |||
| plant and equipment | 8 | (68,182) | (64,658) |
| Purchase of completed assets and land | 8 | (260,882) | - |
| Purchase of residential landbank | 18 | (12,807) | - |
| Decrease in short term deposits designated for investment | 922 | 5,777 | |
| Purchase of minority | - | (1,802) | |
| Sale of investment property | - | 500 | |
| Sale of subsidiary | 595 | - | |
| Advances received for assets held for sale | 16 | 1,080 | - |
| VAT/tax on purchase/sale of investment property | 247 | 1,410 | |
| Interest received | 16 | 45 | |
| Net cash used in investing activities | (339,011) | (58,728) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Proceeds from long-term borrowings | 14 | 699,123 | 157,248 |
| Repayment of long-term borrowings | 14 | (580,179) | (183,729) |
| Interest paid and other financing breaking fees | (26,350) | (22,582) | |
| Repayment of lease liability | (516) | (156) | |
| Loans origination payment | (7,561) | (954) | |
| Decrease/(Increase) in short term deposits | 6,313 | (1,375) | |
| Net cash from /(used) in financing activities | 90,830 | (51,548) | |
| Net foreign exchange difference | (626) | (5,802) | |
| Net increase/ (Decrease) in cash and cash equivalents | (172,030) | (40,558) | |
| Cash and cash equivalents at the beginning of the period | 21 | 271,996 | 179,636 |
| Cash and cash equivalents at the end of the period | 21 | 99,966 | 139,078 |
1. Principal activities
Globe Trade Centre S.A. (the "Company" or "GTC") with its subsidiaries ("GTC Group" or "the Group") is an international real estate developer and investor. 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 its subsidiaries, commercial and residential real estate companies with a focus on Poland, Hungary, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group companies.
As of 30 September 2021, the majority shareholder of the Company is GTC Holding Zrt., which holds directly and indirectly 320,466,380 shares of GTC S.A., entitling to 320,466,380 votes in the Company, representing 66% of the Company's share capital and carrying the right to 66% of the total number of votes in GTC S.A. GTC Holding Zrt. holds directly 21,891,289 shares of the Company, entitling to 21,891,289 votes in GTC S.A., representing 4.51% of the Company's share capital and carrying the right to 4.51% of the total number of votes in GTC S.A. and indirectly (i.e. through GTC Dutch Holdings B.V.) holds 298,575,091 shares in the Company, entitling to 298,575,091 votes in GTC S.A., representing 61.49% of the Company's share capital and carrying the right to 61.49% of the total number of votes in the Company.
EVENTS IN THE PERIOD
On 8 January 2021, GTC Pixel and GTC Francuska signed a loan agreement with Santander Bank Polska, which refinanced the existing loans. GTC Pixel repaid the loan in PKO BP in the amount of EUR 19.2 million and obtained the new loan in Santander Bank Polska in the amount of EUR 19.7 million. GTC Francuska repaid the loan in ING in the amount of EUR 18.9 million and obtained the new loan in Santander Bank Polska in the amount of EUR 19.3 million.
On 5 March 2021, GTC S.A. repaid all bonds issued under ISIN code PLGTC0000276 (full redemption). The original nominal value was EUR 20,494.
On 11 March 2021, GTC Real Estate Development Hungary Zrt, a wholly-owned subsidiary of the Company, signed a sale purchase agreement to acquire a Napred company, Belgrade, holding a land plot of 19,537 sqm for a consideration of EUR 33.8 million from Groton Global Corp. The site has potential office development of ca 79,000 sqm. The transaction is expected to be finalized during 2021 upon certain conditions precedents are fulfilled.
On 17 March 2021, GTC Real Estate Development Hungary Zrt., a wholly-owned subsidiary of the Company issued 10-year green bonds with a total nominal value of EUR 53.8 million denominated in HUF to finance real estate acquisitions, redevelopment, and constructions of eligible projects. The bonds are fully, and irrevocable guaranteed by the Company and were issued at a yield of 2.68% with an annual fixed coupon of 2.6%. The bonds are amortized 10% a year starting on the 7th year, with 70% of the value paid at the maturity on 17 March 2031.
On 17 March 2021, GTC Real Estate Development Hungary Zrt., a wholly-owned subsidiary of the Company, entered into cross-currency interest swap agreements with two different banks to hedge the total green bonds liability against foreign exchange fluctuations. The green bonds were fixed to the Euro, and the fixed annual coupon was swapped for an average annual interest fixed rate of 0.93%.
On 18 March 2021, Erste Group Bank AG, Raiffeisenlandesbank Niederosterreich-Wien AG and GTC CTWA Sp. z o.o., a wholly-owned subsidiary of the Company, operating Galeria Jurajska shopping mall, signed a waiver letter, according to which the DSCR covenant was waived until the end of September 2022 and a prepayment of EUR 5 million was made at the end of March 2021.
On 19 March 2021, City Gate SRL and City Gate Bucharest SRL wholly-owned subsidiaries of the Company signed prolongation of the loan agreement with Erste Group Bank AG for additional five years.
On 19 March 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary of the Company, operating Ada Mall, and Intesa Bank signed a restated loan agreement whereby the existing loan in the amount of EUR 58.3 million was early prepaid by 31 March 2021 in the amount of EUR 29 million and the margin reduced from 3.15% to 2.9%. Following the prepayment, the outstanding loan amount shall be payable in full at maturity in 2029.
On 1 April 2021, GTC Corius, a wholly-owned subsidiary of the Company, signed a loan agreement prolongation with Berlin Hyp Bank, for additional five years.
On 30 April 2021, Globe Office Investments Ltd, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 15,700 sqm Class A office building on Váci corridor (Vaci Green D) in Budapest for a consideration of EUR 51 million. The transaction was partially financed by a bank facility in the amount of EUR 25 million.
On 7 May 2021, GTC Sterlinga Sp. z o.o., a wholly-owned subsidiary of the Company, signed a prolongation of the loan agreement with Pekao S.A. for additional five years.
On 12 May 2021, GTC Real Estate Development Hungary Zrt., a wholly-owned subsidiary of the Company, acquired 100% holding of Winmark Ingatlanfejlesztő Kft ("Winmark"), which owns the Ericsson Headquarter Office Building and the Siemens Evosoft Headquarter Office Building two class A office buildings in Budapest from WING Real Estate Group for a consideration of EUR 160.3 million, which was financed partially by a bank facility in the amount of EUR 80 million.
On 21 May 2021, GTC signed a sale and purchase agreement, concerning the sale of the entire share capital of Serbian subsidiaries: Atlas Centar d.o.o. Beograd ("Atlas Centar"), Demo Invest d.o.o. Novi Beograd ("Demo Invest"), GTC BBC d.o.o. ("BBC"), GTC Business Park d.o.o. Beograd ("Business Park"), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd ("GTC MRN") and Commercial and Residential Ventures d.o.o. Beograd ("CRV"). The purchase price under the Agreement shall be calculated on an enterprise value basis, based on a property value of aggregate EUR 267.6 million. The closing of the transaction is expected to take place during the fourth quarter of 2021 following the satisfaction of customary conditions precedent, including the completion of acquisition debt financing by the Buyer.
On 1 June 2021, GOC EAD, a wholly-owned subsidiary of the Company, acquired a land plot in Sofia with an area of 2,417 sqm for a total amount of EUR 4.7 million. The Group plans to develop an office building in Sofia, Bulgaria with a leasable area of 9,200 sqm.
On 8 June 2021, two rating agencies assigned a corporate family rating ("CFR") to GTC: Moody's Investors Service ("Moody's") – Ba1 and Fitch Ratings ("Fitch") – BBB-. Outlook for the assigned ratings is positive (Moody's) and stable (Fitch). After the issue of EUR 500 million fixed-rate, senior unsecured green bonds due 2026, Moody's and Fitch assigned credit ratings for issued bonds on the same level as CFR. Bonds were issued by GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company, and guaranteed by the Company.
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company, issued 5-year unsecured green bonds with the total nominal value of EUR 500 million denominated in EUR to primarily refinance existing secured debt on its projects whose activities meet the eligibility criteria detailed in the GTC's Green Bond Framework, as well as for general corporate purposes. The bonds are guaranteed by the Company and were issued at a yield of 2.375% with an annual fixed coupon of 2.25%. The bonds are paid at the maturity on 23 June 2026.
On 25 June 2021, GTC Metro Kft., a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with CIB bank in the amount of EUR 13 million.
On 29 June 2021, the Annual General Meeting adopted a resolution regarding the capital increase of up to 20% of the existing share capital. As per the Annual General Meeting authorization, the Management may conduct the transaction within the next six months.
On 30 June 2021, Centrum Światowida Sp. z o.o., a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with Bank Polska Kasa Opieki S.A. and Commercial Bank of China (Europe) S.A. in the total amount of EUR 174.1 million.
On 30 June 2021, GTC Korona S.A., a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with Santander Bank Polska S.A. in the amount of EUR 41.6 million.
On 30 June 2021, GTC Matrix d.o.o., a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with Erste bank in the amount of EUR 23.5 million.
On 30 June 2021, Advance Business Center EAD, a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with UniCredit bank in the amount of EUR 41.1 million.
On 30 June 2021, City Gate Bucharest S.R.L. and City Gate S.R.L., a wholly-owned subsidiaries of the Company, repaid the full outstanding amount of the loan with Erste bank in the amount of EUR 62 million.
On 30 June 2021, Venus Commercial Center S.R.L., a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with Alpha bank in the amount of EUR 13.8 million.
On 30 June 2021, GTC HBK Project Ltd, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 6,400 sqm mixed-used retail and office asset in Budapest for the total consideration of EUR 21 million. The acquisition was partially financed by a bank facility in the amount of EUR 10.8 million.
On 30 June 2021, GTC VI188 Property Ltd, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 15,000 sqm Class A office building in Budapest for a consideration of EUR 31.2 million. The acquisition was partially financed by a bank facility in the amount of EUR 16.2 million.
On 15 July 2021, Cascade Building SRL, a wholly-owned subsidiary of the Company, repaid the full outstanding amount of the loan with Banca Transilvania S.A. in the total amount of EUR 3.6 million.
On 22 July 2021, GTC FOD Kft, an indirect wholly-owned subsidiary of the Company, acquired from a company related to the majority shareholder of the Company a 24,000 sqm Class A Office Building in Debrecen, the second-largest city in Hungary, for consideration of EUR 46.7 million.
On 31 August 2021, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, operating Mall of Sofia, repaid the full outstanding amount of the loan with OTP Bank in the total amount of EUR 53.4 million.
On 9 September 2021, Europort Investments (Cyprus) 1 Limited, a wholly-owned subsidiary of the Company, sold shares of all its subsidiaries holding two land plots in Ukraine (Odessa) for an amount of EUR 0.6 million. Subsequently to the sale, the Company no longer has any assets or holds any entities in Ukraine.
On 21 September 2021, GTC KLZ 7-10 Ltd, an indirect wholly owned subsidiary of the Company, acquired from an investment fund related to the majority shareholder of` the Company a land plot of 3,750 sqm for the total consideration of EUR 12.8 million. The site has potential residential development ca. 17,000 sqm.
On 21 September 2021, GTC Origine Investments Pltd, a wholly owned subsidiary of the Company, acquired 100% holding of G-Delta Adrssy Ltd from an investment fund related to the majority shareholder of the Company, which owns an existing office building for a future refurbishment with a GLA of 3,600 sqm for consideration of EUR 10.8 million. The office building is located in the CBD of Budapest.
On 28 September 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary of the Company, operating Ada Mall, repaid the entire outstanding amount of the loan with Intesa Bank in the total amount of EUR 29.3 million.
2. Basis of preparation
The Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2021 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 significant difference between International Financial Reporting Standards applying to these consolidated financial statements and International Financial Reporting Standards endorsed by the European Union. The new standards which have been issued but are not effective yet in the financial year beginning on 1 January 2021 have been presented in the Group's consolidated financial statements for the year ended 31 December 2020 (note 6). Also there is no significant changes in accounting estimates used by the Group. For valuation of Serbian offices and newly acquired land in Bulgaria (GOC EAD) transaction approach was used. Asset deal approach was used for Winmark and G-Delta Adrssy transactions (please refer to note 1), as it is qualified in accordance with IFRS 3.
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 2020, which were authorized for issue on 22 March 2021. The interim financial results are not necessarily indicative of the full year results.
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.
2. Basis of preparation (continued)
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 affecting earnings for the period.
As of 30 September 2021, the Group's net working capital (defined as current assets less current liabilities) amounted to EUR 70.4 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 interim condensed 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.
Covid- 19 Outbreak
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 (for further information please see note 19).
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 2020 (see Note 7 to the consolidated financial statements for 2020) except for changes in the standards which became effective 1 January 2021:
- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 (issued on 27 August 2020). These amendments complement those made in 2019 ('IBOR – phase 1') and focus on the effects on entities when an existing interest rate benchmark is replaced with a new benchmark rate as a result of the reform.
- Amendments to IFRS 4 Insurance Contracts deferral of IFRS 9 (issued on 25 June 2020)
Those amendments to the standards have no significant effect on the Group's consolidated financial statements.
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, and voting rights proportion as at the end of each period (the table presents the effective stake):
Subsidiaries
| Holding | Country of | 30 September | 31 December | |
|---|---|---|---|---|
| Name | Company | incorporation | 2021 | 2020 |
| GTC Konstancja Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Korona S.A. | GTC S.A. | Poland | 100% | 100% |
| Globis Poznań Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Aeropark Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Globis Wrocław Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Satellite Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Sterlinga Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Karkonoska Sp. z o.o. (1) | 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. (1) | GTC S.A. | Poland | 100% | 100% |
| Glorine Investments Sp. z o.o. s.k.a. (1) |
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% |
| GTC Hungary Real Estate | ||||
| Development Company PLtd. ("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") (1) |
GTC Hungary | Hungary | 100% | 100% |
| Centre Point I. Kft. ("Centre Point I") | Vaci Ut 81-85 Kft. |
Hungary | 100% | 100% |
| Centre Point II. Kft. | Vaci Ut 81-85 Kft. |
Hungary | 100% | 100% |
| Spiral I.Kft. | GTC Hungary | Hungary | 100% | 100% |
(1) Under liquidation
4.Investment in Subsidiaries, Associates and Joint Ventures (continued)
| Name | Holding Company |
Country of incorporation |
30 September 2021 |
31 December 2020 |
|---|---|---|---|---|
| Albertfalva Üzletközpont Kft. | 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. | GTC Hungary | Hungary | 100% | 100% |
| VRK Tower Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC Future Kft. | GTC Hungary | Hungary | 100% | 100% |
| Globe Office Investments Kft. | GTC Hungary | Hungary | 100% | 100% |
| Office Planet Kft. (3) | GTC Hungary | Hungary | 100% | - |
| Halsey Investments Sp. z.o.o. (4) | GTC Hungary | Poland | 100% | - |
| GTC Univerzum Projekt Kft. (previously Winmark Kft.) (4) |
GTC Hungary | Hungary | 100% | - |
| GTC Origine Investments Pltd. ("GTC Origine") (3) |
GTC S.A. | Hungary | 100% | - |
| GTC HBK Project Kft. (3) | GTC Origine | Hungary | 100% | - |
| GTC VI188 Property Kft. (3) | GTC Origine | Hungary | 100% | - |
| GTC FOD Property Kft. (3) | GTC Origine | Hungary | 100% | - |
| G-Delta Adrssy Kft. (4) | GTC Origine | Hungary | 100% | - |
| GTC KLZ 7-10 Kft. (3) | GTC Origine | Hungary | 100% | - |
| GTC Nekretnine Zagreb d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Euro Structor d.o.o. | GTC S.A. | Croatia | 70% | 70% |
| Marlera Golf LD d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Nova Istra Idaeus d.o.o. | Marlera Golf LD d.o.o |
Croatia | 100% | 100% |
| 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. (2) | GTC S.A. | Romania | - | 100% |
| Fajos S.R.L. (2) | GTC S.A. | Romania | - | 100% |
| City Gate S.R.L. | GTC S.A. | Romania | 100% | 100% |
| City Rose Park S.R.L. | 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% |
(1) Under liquidation (2) Liquidated
(3) Newly established wholly owned subsidiary
(4) Acquired
The accompanying notes are an integral part of this Interim Condensed Consolidated Financial Statements
4.Investment in Subsidiaries, Associates and Joint Ventures (continued)
| Name | Holding Company |
Country of incorporation |
30 September 2021 |
31 December 2020 |
|---|---|---|---|---|
| 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% |
| GOC EAD (3) | GTC S.A. | Bulgaria | 100% | - |
| GTC Medj Razvoj Nekretnina d.o.o. Beograd (5) |
GTC S.A. | Serbia | 100% | 100% |
| GTC Business Park d.o.o. Beograd (5) | 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 (5) | GTC S.A. | Serbia | 100% | 100% |
| Atlas Centar d.o.o. Beograd (5) | 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. (5) | GTC S.A. | Serbia | 100% | 100% |
| GTC Aurora Luxembourg S.A. (3) | GTC S.A. | Luxembourg | 100% | - |
| Europort Investment (Cyprus) 1 Limited | GTC S.A. | Cyprus | 100% | 100% |
| Europort Ukraine Holdings 1 LLC (6) | Europort Investment (Cyprus) 1 Limited |
Ukraine | - | 100% |
| Europort Ukraine LLC (6) | Europort Investment (Cyprus) 1 Limited |
Ukraine | - | 100% |
| Europort Project Ukraine 1 LLC (6) | Europort Investment (Cyprus) 1 Limited |
Ukraine | - | 100% |
(3) Newly established wholly owned subsidiary
(5) GTC S.A. holds 100% shares through a wholly-owned subsidiary Office Planet Kft, which has 70% of shares and remaining 30% is held directly by GTC S.A.
(6) Sold
5. Segmental analysis
Rental income divided by sectors is presented below:
| Nine-month period ended 30 September 2021 (unaudited) |
Nine-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Rental income from office sector |
85,895 | 82,012 | 30,685 | 27,870 |
| Rental income from retail sector |
38,528 | 39,562 | 14,890 | 15,014 |
| TOTAL | 124,423 | 121,574 | 45,575 | 42,884 |
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, Hungary, Bucharest, Belgrade, Sofia, and Zagreb. Segment "Hungary" includes Budapest and Debrecen, earlier only Budapest.
Operating segments are divided into geographical zones, which have common characteristics and reflect the nature of management reporting structure:
- a. Poland
- b. Belgrade
- c. Hungary
- d. Bucharest
- e. Zagreb
- f. Sofia
- g. Other
Segment analysis of rental income and costs for the nine-month period ended 30 September 2021 and 30 September 2020 is presented below:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Portfolio | Revenues | Costs | Gross margin | Revenues | Costs | Gross margin |
| Poland | 46,557 | (12,855) | 33,702 | 50,192 | (14,467) | 35,725 |
| Belgrade | 24,874 | (6,017) | 18,857 | 25,280 | (6,123) | 19,157 |
| Hungary | 22,624 | (4,989) | 17,635 | 17,094 | (3,704) | 13,390 |
| Bucharest | 11,724 | (2,196) | 9,528 | 12,784 | (2,119) | 10,665 |
| Zagreb | 9,600 | (3,067) | 6,533 | 7,961 | (2,624) | 5,337 |
| Sofia | 9,044 | (2,405) | 6,639 | 8,263 | (1,554) | 6,709 |
| Total | 124,423 | (31,529) | 92,894 | 121,574 | (30,591) | 90,983 |
The accompanying notes are an integral part of this Interim Condensed Consolidated Financial Statements
5. Segmental analysis (continued)
Segment analysis of rental income and costs for the three-month period ended 30 September 2021 and 30 September 2020 is presented below:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Portfolio | Revenues | Costs | Gross margin | Revenues | Costs | Gross margin |
| Poland | 16,579 | (4,538) | 12,041 | 18,416 | (5,110) | 13,306 |
| Belgrade | 8,362 | (1,967) | 6,395 | 8,711 | (2,001) | 6,710 |
| Hungary | 10,719 | (2,224) | 8,495 | 5,968 | (1,200) | 4,768 |
| Bucharest | 3,256 | (748) | 2,508 | 4,379 | (730) | 3,649 |
| Zagreb | 3,330 | (1,019) | 2,311 | 2,637 | (935) | 1,702 |
| Sofia | 3,329 | (1,009) | 2,320 | 2,773 | (560) | 2,213 |
| Total | 45,575 | (11,505) | 34,070 | 42,884 | (10,536) | 32,348 |
Segment analysis of assets and liabilities as of 30 September 2021 is presented below:
| Loans, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Real | Cash and | Total | bonds and | Deferred tax | Total | |||
| estate | deposits | Other | assets | leases | liability | Other | liabilities | |
| Poland | 905,187 | 41,927 | 2,902 | 950,016 | 301,776 | 61,658 | 14,529 | 377,963 |
| Belgrade | 377,149 | 16,848 | 4,547 | 398,544 | 147,882 | 10,892 | 8,019 | 166,793 |
| Hungary | 678,900 | 31,991 | 12,578 | 723,469 | 427,392 | 15,853 | 9,127 | 452,372 |
| Bucharest | 186,687 | 9,055 | 1,387 | 197,129 | 15,067 | 12,755 | 3,413 | 31,235 |
| Zagreb | 161,699 | 7,013 | 11,394 | 180,106 | 43,695 | 16,856 | 4,540 | 65,091 |
| Sofia | 188,276 | 3,824 | 2,088 | 194,188 | 32 | 8,685 | 3,015 | 11,732 |
| Other | 29,052 | 490 | 1 | 29,543 | - | - | - | - |
| Non allocated |
- | 19,996 | 5,591 | 25,587 | 558,310 | 17,010 | 19,529 | 594,849 |
| Total | 2,526,950 | 131,144 | 40,488 | 2,698,582 | 1,494,154 | 143,709 | 62,172 | 1,700,035 |
5. Segmental analysis (continued)
Segment analysis of assets and liabilities as of 31 December 2020 is presented below:
| Loans, bonds |
Deferred | |||||||
|---|---|---|---|---|---|---|---|---|
| Real estate |
Cash and deposits |
Other | Total assets |
and leases |
tax liability |
Other | Total liabilities |
|
| Poland | 906,313 | 44,939 | 3,872 | 955,124 | 532,127 | 59,536 | 14,005 | 605,668 |
| Belgrade | 370,123 | 13,316 | 3,711 | 387,150 | 211,497 | 10,373 | 8,628 | 230,498 |
| Hungary | 321,704 | 149,239 | 4,680 | 475,623 | 223,862 | 12,240 | 17,617 | 253,719 |
| Bucharest | 197,247 | 13,527 | 1,119 | 211,893 | 104,974 | 11,816 | 3,103 | 119,893 |
| Zagreb | 159,319 | 5,905 | 12,305 | 177,529 | 67,142 | 16,728 | 4,383 | 88,253 |
| Sofia | 179,109 | 11,609 | 1,087 | 191,805 | 93,212 | 8,337 | 6,850 | 108,399 |
| Other | 9,521 | 17 | 18 | 9,556 | - | - | 1,141 | 1,141 |
| Non allocated |
- | 71,857 | 220 | 72,077 | 78,370 | 14,200 | 6,468 | 99,038 |
| Total | 2,143,336 | 310,409 | 27,012 | 2,480,757 | 1,311,184 | 133,230 | 62,195 | 1,506,609 |
6. Administration expenses
Administration expenses for the period of nine-months ended 30 September 2021 and 30 September 2020 comprises the following amounts:
| Nine-month period ended 30 September 2021 (unaudited) |
Nine-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Administration expenses | 8,845 | 8,242 | 2,878 | 2,627 |
| Share based payment | 478 | (1,059) | 186 | 2 |
| Total | 9,323 | 7,183 | 3,064 | 2,629 |
7. Finance costs
Finance costs for the nine-month period ended 30 September 2021 and 30 September 2020 comprises the following amounts:
| Nine-month period ended 30 September 2021 (unaudited) |
Nine-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Interest expenses (on financial liabilities that are not fair valued through profit or loss) and other charges |
23,502 | 22,498 | 7,844 | 7,282 |
| Early prepayment costs | 5,102 | - | 2,566 | - |
| Finance costs related to lease liability |
1,459 | 1,513 | 484 | 539 |
| Amortization of long-term borrowings raising costs |
3,859 | 1,320 | 1,414 | 459 |
| Total | 33,922 | 25,331 | 12,308 | 8,280 |
The average interest rate (including hedges) on the Group's loans as of 30 September 2021 was 2.14% p.a. (2.3% p.a. as of 31 December 2020).
8. Investment Property
Investment properties that are owned by the Group are office and commercial space, including property under construction:
Investment property can be split up as follows:
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Completed investment property | 1,933,677 | 1,879,173 |
| Investment property under construction | 110,340 | 62,909 |
| Investment property landbank at cost | 138,337 | 140,367 |
| Right of use of lands under perpetual usufruct |
38,036 | 42,679 |
| Total | 2,220,390 | 2,125,128 |
The movement in investment property for the periods ended 30 September 2021 and 31 December 2020 was as follows:
| Right of Use of |
Level 3 | Level 3 | |||
|---|---|---|---|---|---|
| land | Level 2 | at fair value | at Cost | Total | |
| Carrying amount as of 1 January 2020 |
44,485 | 1,346,097 | 741,172 | 115,276 | 2,247,030 |
| Reclassification | - | (7,799) | - | 7,799 | - |
| Capitalised expenditure | - | 11,446 | 48,184 | 8,065 | 67,695 |
| Purchase of completed assets and land |
- | 5,600 | - | 16,502 | 22,102 |
| Adjustment to fair value / (impairment) |
- | (84,904) | (52,844) | (3,165) | (140,913) |
| Amortization of right of use of lands under perpetual usufruct |
(440) | - | - | - | (440) |
| Increase | 96 | - | - | - | 96 |
| Reclassified to assets held for sale |
- | - | - | (900) | (900) |
| Disposals | - | (62,649) | - | (500) | (63,149) |
| Foreign exchange differences | (1,462) | (4,830) | - | (101) | (6,393) |
| Carrying amount as of 31 December 2020 |
42,679 | 1,202,961 | 736,512 | 142,976 | 2,125,128 |
| Capitalised expenditure | - | 8,763 | 29,958 | 10,406 | 49,127 |
| Purchase of completed assets and land |
- | 310,627 | - | 15,457 | 326,084 |
| Adjustment to fair value / (impairment) |
- | (2,039) | 2,558 | (2,367) | (1,848) |
| Prepaid right of use of lands under perpetual usufruct |
(279) | - | - | - | (279) |
| Amortization of right of use of lands under perpetual usufruct |
(254) | - | - | - | (254) |
| Reclassified to assets held for sale |
(3,724) | - | (266,763) | - | (270,487) |
| Reclassified to residential landbank |
- | - | - | (5,500) | (5,500) |
| Classified to assets for own use, net |
- | (600) | - | - | (600) |
| Disposal of land | - | - | - | (595) | (595) |
| Decrease | (745) | - | - | - | (745) |
| Foreign exchange differences | 359 | - | - | - | 359 |
| Carrying amount as of 30 September 2021 |
38,036 | 1,519,712 | 502,265 | 160,377 | 2,220,390 |
Fair value and impairment adjustment consists of the following:
| Nine-month period ended 30 September 2021 |
Nine-month period ended 30 September 2020 |
Three-month period ended 30 September 2021 |
Three-month period ended 30 September 2020 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Adjustment to fair value of completed investment properties |
(3,677) | (64,871) | (2,640) | (2,667) |
| Adjustment to the fair value of investment properties under construction |
4,106 | 555 | 3,569 | 4,635 |
| Reversal of impairment/(Impairment) adjustment |
(2,277) | (932) | (1,903) | (17) |
| Total adjustment to fair value / (impairment) of investment property |
(1,848) | (65,248) | (974) | 1,951 |
| Reversal of impairment/(Impairment) of assets held for sale |
21 | (164) | (4) | (70) |
| Amortization of right of use of lands under perpetual usufruct (including on residential landbank) |
(284) | (346) | (53) | (114) |
| Impairment of residential landbank |
- | (1,157) | - | (850) |
| Total recognised in profit or loss |
(2,111) | (66,915) | (1,031) | 917 |
Reconciliation between capitalized expenditure and paid expenditure is presented below:
| Nine-month | Nine-month | |
|---|---|---|
| period ended | period ended | |
| 30 September | 30 September | |
| 2021 | 2020 | |
| (unaudited) | (unaudited) | |
| Capitalized expenditure | 375,211 | 48,314 |
| Change in trade payables and provisions | 1,897 | 16,133 |
| Change in trade receivables | 9,580 | (16) |
| Loan related to Winmark acquisition (note 1) | (58,000) | - |
| Purchase of property, plant, and equipment | 376 | 227 |
| Paid expenditures in line with cash flow statement | 329,064 | 64,658 |
Assumptions used in the fair value valuations of completed assets as of 30 September 2021 are presented below:
| GLA | Average | Actual Average |
Average | Fair Value Hierarchy |
Average | ||
|---|---|---|---|---|---|---|---|
| Portfolio | Book value | thousand | Occupancy | rent | ERV* | Level | Yield**** |
| Euro/ | Euro/ | ||||||
| '000 Euro | sqm | % | sqm/m | sqm/m | % | ||
| Poland retail | 443,000 | 113 | 94% | 20.5 | 20.8 | 2 | 6.0% |
| Poland office | 381,239 | 196 | 86% | 14.6 | 14.2 | 2 | 7.7% |
| Belgrade office** | - | - | - | - | - | 3 | - |
| Belgrade retail | 90,700 | 35 | 97% | 18.5 | 21.3 | 3 | 8.1% |
| Hungary office | 501,738 | 192 | 98% | 15.0 | 15.5 | 2 | 6.7% |
| Hungary retail | 21,650 | 6 | 86% | 17.1 | 19.2 | 2 | 5.6% |
| Bucharest office | 172,085 | 67 | 81% | 18.6 | 17.8 | 2 | 6.9% |
| Zagreb retail*** | 85,300 | 28 | 99% | 21.5 | 21.8 | 3 | 8.3% |
| Zagreb office*** | 61,165 | 28 | 90% | 14.6 | 14.7 | 3 | 7.3% |
| Sofia office*** | 96,100 | 44 | 84% | 14.5 | 14.6 | 3 | 6.7% |
| Sofia retail*** | 80,700 | 23 | 95% | 19.3 | 23.6 | 3 | 6.4% |
| Total | 1,933,677 | 732 | 91% | 16.6 | 16.8 | 7,0% |
(*) ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such as a condition of the property, amenities, location, and local market conditions)
(**) Reclassified to assets held for sale. There are no significant changes in valuation assumptions used (please refer to note 2).
(***) As of 30 September 2021 office part of shopping malls in Croatia and Bulgaria was separated for presentation purpose.
(****) Average yield is calculated as in-place rent divided by fair value of asset.
Assumptions used in the fair value valuations of completed assets as of 31 December 2020 are presented below:
| Actual | Fair Value | ||||||
|---|---|---|---|---|---|---|---|
| Portfolio | Book value | GLA thousand |
Average Occupancy |
Average rent |
Average ERV |
Hierarchy Level |
Average Yield**** |
| Euro/ | Euro/ | ||||||
| '000 Euro | sqm | % | sqm/m | sqm/m | % | ||
| Poland retail | 443,000 | 113 | 93% | 20.9 | 20.8 | 2 | 5.9% |
| Poland office | 381,738 | 196 | 88% | 14.6 | 14.3 | 2 | 7.8% |
| Belgrade office | 264,781 | 122 | 93% | 16.7 | 16.2 | 3 | 8.6% |
| Belgrade retail | 90,700 | 35 | 97% | 17.9 | 19.6 | 3 | 7.9% |
| Budapest office | 206,138 | 97 | 95% | 14.2 | 13.8 | 2 | 7.5% |
| Bucharest office | 172,085 | 67 | 93% | 20.5 | 17.7 | 2 | 8.3% |
| Zagreb retail | 99,512 | 35 | 97% | 20.2 | 20.6 | 3 | 8.2% |
| Zagreb office | 44,719 | 21 | 76% | 14.3 | 14.6 | 3 | 6.2% |
| Sofia office | 75,800 | 34 | 79% | 14.6 | 14.6 | 3 | 6.2% |
| Sofia retail | 100,700 | 33 | 98% | 18.8 | 20.8 | 3 | 7.0% |
| Total | 1,879,173 | 753 | 91% | 17.0 | 16.7 | 7.4% |
(****) Average yield is calculated as in-place rent divided by fair value of asset.
Information regarding investment properties under construction as of 30 September 2021 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Budapest (Pillar) | 88,300 | 29 |
| Sofia (Sofia Tower 2) | 15,221 | 8 |
| Belgrade (GTC X) | 6,819 | 17 |
| Total | 110,340 | 54 |
Information regarding investment properties under construction as of 31 December 2020 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Budapest (Pillar) | 60,300 | 29 |
| Sofia (Sofia Tower 2) | 2,609 | 8 |
| Total | 62,909 | 37 |
Information regarding book value of investment property landbank for construction as of 30 September 2021 and 31 December 2020 is presented below:
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Poland | 38,207 | 37,961 |
| Serbia | - | 10,164 |
| Hungary | 61,173 | 49,895 |
| Romania | 7,000 | 15,500 |
| Croatia | 14,792 | 14,638 |
| Bulgaria | 4,657 | - |
| Total | 125,829 | 128,158 |
Information regarding book value of investment property landbank (long term pipeline – with no current plan for construction) as of 30 September 2021 and 31 December 2020 is presented below:
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Poland | 9,158 | 8,859 |
| Hungary | 3,350 | 3,350 |
| Total | 12,508 | 12,209 |
| GRAND TOTAL | 138,337 | 140,367 |
9. Non-controlling interest
The Company's subsidiary that holds Avenue Mall (Euro Structor d.o.o.) has granted in 2018 its shareholders a loan, pro-rata to their stake in the subsidiary. The loan principal 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 2021 (unaudited) is presented below:
| Avenue Mall | Non-core projects |
Total | |
|---|---|---|---|
| NCI share in equity | 23,882 | (7,439) | 16,443 |
| Loans received from NCI | - | 8,702 | 8,702 |
| Loans granted to NCI | (10,559) | - | (10,559) |
| Total as of 30 September 2021 | 13,323 | 1,263 | 14,586 |
| NCI share in profit / (loss) | 978 | (173) | 805 |
Dividend paid to non-controlling interest in amount of EUR 900 for 9 months 2021 was setoff against loan granted to NCI.
10. Blocked deposits
Blocked deposits include deposits related to loan agreements and other contractual commitments and can be used only for certain operating activities as determined by underlying agreements.
Blocked deposits related to contractual commitments include mostly tenants' deposit account, security account, capex accounts and deposits in order to settle contractual commitments related to the construction of this project.
11. Derivatives
The Group holds instruments (IRS, CAP, currency SWAP and cross-currency interest rate SWAP) 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 periods ended 30 September 2021 and 31 December 2020 was as follows:
| 30 September 2021 |
31 December 2020 |
|
|---|---|---|
| Fair value as of the beginning of the period |
(19,260) | (6,085) |
| Charged to other comprehensive income (*) | (8,069) | (7,748) |
| Charged to income statements (**) | 2,545 | (5,427) |
| Reclassified to assets held for sale | 1,182 | - |
| Fair value as of the end of the period | (23,602) | (19,260) |
(*) Increase is mainly attributable to the new cross-currency swap for bonds in HUF.
(**) This gain mainly offset a foreign exchange differences loss on bonds nominated in PLN and HUF.
Derivatives are measured at fair value at each reporting date. Valuations of hedges are considered as level 2 fair value measurements.
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. Trade payables and provisions
The balance of trade payables and provisions decreased from EUR 27,299 to EUR 23,613 in the period ended 30 September 2021. The majority of the payables relates to development activity.
14. Long-term loans and bonds
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 48,381 | 48,117 |
| Green bonds mature in 2027-2030 (HU0000360102) | 110,726 | 108,614 |
| Green bonds mature in 2028-2031 (HU0000360284) | 55,191 | - |
| Green bonds mature in 2026 (XS2356039268) | 500,320 | - |
| Bonds 0321 (PLGTC0000276) | - | 20,737 |
| Bonds 0422 (PLGTC0000292) | 9,609 | 9,515 |
| Loan from Santander (Globis Poznan) | 16,479 | 16,951 |
| Loan from Santander (Korona Business Park) | - | 41,966 |
| Loan from Santander (Pixel) | 19,183 | - |
| Loan from PKO BP (Pixel) | - | 19,224 |
| Loan from Santander (Globis Wroclaw) | 20,848 | 21,368 |
| Loan from Berlin Hyp (Corius) | 9,500 | 10,036 |
| Loan from Pekao (Sterlinga) | 14,744 | 15,138 |
| Loan from Pekao (Galeria Polnocna) | - | 175,404 |
| Loan from PKO BP (Artico) | 13,466 | 13,848 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 116,469 | 125,125 |
| Loan from Berlin Hyp (UBP) | 41,760 | 42,413 |
| Loan from Santander (Francuska) | 18,794 | - |
| Loan from ING (Francuska) | - | 18,929 |
| Loan from OTP (Centre Point) | 48,314 | 49,669 |
| Loan from CIB (Metro) | - | 13,277 |
| Loan from UniCredit Bank (Pillar) | 44,053 | 13,718 |
| Loan from OTP (Duna) | 37,466 | 38,518 |
| Loan from Erste (HBK) | 10,775 | - |
| Loan from Erste (Váci Greens D) | 24,625 | - |
| Loan from OTP (Ericsson/evosoft Hungary) | 80,000 | - |
| Loan from Erste (V188) | 16,225 | - |
| Loan from Erste (GTC House)* | - | 14,820 |
| Loan from Erste (19 Avenue) * | - | 21,510 |
| Loan from OTP (BBC)* | - | 20,985 |
| Loan from Intesa Bank (Green Heart)* | - | 55,907 |
| Loan from Raiffeisen Bank (Forty one)* | - | 36,295 |
| Loan from Intesa Bank (Ada) | - | 58,256 |
| Loan from Erste (City Gate) | - | 71,951 |
| Loan from Banca Transilvania (Cascade) | - | 3,797 |
| Loan from Alpha Bank (Premium) | - | 14,486 |
| Loan from OTP (Mall of Sofia) | - | 54,668 |
| Loan from UniCredit (ABC I) | - | 18,816 |
| Loan from UniCredit (ABC II) | - | 19,622 |
| Loan from Erste (Matrix) | - | 21,921 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 42,500 | 44,000 |
| Loans from NCI | 8,702 | 8,529 |
| Deferred issuance debt expenses | (10,420) | (6,838) |
| Total | 1,297,710 | 1,261,292 |
*Reclassified to liabilities related to assets held for sale.
Long-term loans and bonds have been separated into the current portion and the long-term portion as disclosed below:
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Current portion of long term loans and bonds: | ||
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 894 | 442 |
| Green bonds mature in 2027-2030 (HU0000360102) | 885 | - |
| Green bonds mature in 2028-2031 (HU0000360284) | 270 | - |
| Green bonds mature in 2026 (XS2356039268) | 3,035 | - |
| Bonds 0321 (PLGTC0000276) | - | 20,737 |
| Bonds 0422 (PLGTC0000292) | 9,609 | 75 |
| Loan from Santander (Globis Poznan) | 629 | 629 |
| Loan from Santander (Korona Business Park) | - | 1,395 |
| Loan from Santander (Pixel) | 690 | - |
| Loan from PKO BP (Pixel) | - | 19,224 |
| Loan from Berlin Hyp (UBP) | 870 | 870 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 4,875 | 4,875 |
| Loan from Santander (Globis Wroclaw) | 693 | 693 |
| Loan from Berlin Hyp (Corius) | - | 10,036 |
| Loan from Pekao (Sterlinga) | 525 | 15,138 |
| Loan from PKO BP (Artico) | 510 | 510 |
| Loan from Pekao (Galeria Polnocna) | - | 5,000 |
| Loan from Santander (Francuska) | 676 | - |
| Loan from ING (Francuska) | - | 18,929 |
| Loan from OTP (Centre Point) | 1,807 | 1,807 |
| Loan from OTP (Duna) | 1,401 | 1,401 |
| Loan from Erste (Váci Greens D) | 750 | - |
| Loan from CIB (Metro) | - | 1,172 |
| Loan from Erste (GTC House)* | - | 624 |
| Loan from Erste (19 Avenue)* | - | 994 |
| Loan from Intesa Bank (Green Heart)* | - | 2,873 |
| Loan from OTP (BBC)* | - | 805 |
| Loan from Raiffeisen Bank (Forty one)* | - | 1,853 |
| Loan from Intesa Bank (Ada) | - | 3,473 |
| Loan from OTP (Mall of Sofia) | - | 2,457 |
| Loan from UniCredit (ABC I) | - | 816 |
| Loan from UniCredit (ABC II) | - | 801 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 2,000 | 2,000 |
| Loan from Erste (Matrix) | - | 580 |
| Loan from Alpha Bank (Premium) | - | 1,025 |
| Loan from Banca Transilvania (Cascade) | - | 240 |
| Loan from Erste (City Gate) | - | 71,951 |
| Deferred issuance debt expenses | (1,293) | - |
| Total | 28,826 | 193,425 |
*Reclassified to liabilities related to assets held for sale.
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Long term portion of long term loans and bonds: | ||
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 47,487 | 47,675 |
| Bonds 0422 (PLGTC0000292) | - | 9,440 |
| Green bonds mature in 2027-2030 (HU0000360102) | 109,841 | 108,614 |
| Green bonds mature in 2028-2031 (HU0000360284) | 54,921 | - |
| Green bonds mature in 2026 (XS2356039268) | 497,285 | - |
| Loan from Santander (Globis Poznan) | 15,850 | 16,322 |
| Loan from Santander (Korona Business Park) | - | 40,571 |
| Loan from Santander (Pixel) | 18,493 | - |
| Loan from Santander (Globis Wroclaw) | 20,155 | 20,675 |
| Loan from Berlin Hyp (Corius) | 9,500 | - |
| Loan from Pekao (Sterlinga) | 14,219 | - |
| Loan from Pekao (Galeria Polnocna) | - | 170,404 |
| Loan from PKO BP (Artico) | 12,956 | 13,338 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 111,594 | 120,250 |
| Loan from Berlin Hyp (UBP) | 40,890 | 41,543 |
| Loan from Santander (Francuska) | 18,118 | - |
| Loan from OTP (Centre Point) | 46,507 | 47,862 |
| Loan from CIB (Metro) | - | 12,105 |
| Loan from OTP (Duna) | 36,065 | 37,117 |
| Loan from Erste (HBK) | 10,775 | - |
| Loan from Erste (Váci Greens D) | 23,875 | - |
| Loan from OTP (Ericsson/evosoft Hungary) | 80,000 | - |
| Loan from Erste (V188) | 16,225 | - |
| Loan from UniCredit Bank (Pillar) | 44,053 | 13,718 |
| Loan from Erste (GTC House)* | - | 14,196 |
| Loan from Erste (19 Avenue)* | - | 20,516 |
| Loan from Intesa Bank (Green Heart)* | - | 53,034 |
| Loan from Intesa Bank (Ada) | - | 54,783 |
| Loan from OTP (BBC)* | - | 20,180 |
| Loan from Raiffeisen Bank (Forty one)* | - | 34,442 |
| Loan from Banca Transilvania (Cascade) | - | 3,557 |
| Loan from Alpha Bank (Premium) | - | 13,461 |
| Loan from OTP (Mall of Sofia) | - | 52,211 |
| Loan from UniCredit (ABC I) | - | 18,000 |
| Loan from UniCredit (ABC II) | - | 18,821 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 40,500 | 42,000 |
| Loan from Erste (Matrix) | - | 21,341 |
| Loans from NCI | 8,702 | 8,529 |
| Deferred issuance debt expenses | (9,127) | (6,838) |
| Total | 1,268,884 | 1,067,867 |
*Reclassified to liabilities related to assets held for sale.
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 Loanto-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.
Bonds (series maturing in 2022-2023) are denominated in PLN. Green Bonds (series maturing in 2027-2030) and green bonds (series maturing in 2028-2031) are denominated in HUF. All other bank loans and bonds are denominated in Euro.
As at 30 September 2021, the Group continues to comply with the financial covenants set out in their loan agreements and bonds terms (including new bonds mentioned in note 1).
The movement in long term loans and bonds for the periods ended 30 September 2021 and 31 December 2020 was as follows:
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| Balance as of the beginning of the period (excluding deferred debt expenses) |
1,268,130 | 1,212,990 |
| Drawdowns* | 699,123 | 286,807 |
| Repayments | (580,179) | (224,293) |
| Reclassified to liabilities related to assets held for sale |
(144,158) | - |
| Loan on acquisition of GTC Univerzum Projekt Kft. (previously Winmark Kft.) (note 1) |
58,000 | - |
| Change in accrued interest | 4,865 | (73) |
| Foreign exchange differences | 2,349 | (7,301) |
| Balance as of end of the period (excluding deferred debt expenses) |
1,308,130 | 1,268,130 |
(*) Includes bonds issued by GTC Aurora Luxembourg S.A. in amount of EUR 497 million (for more detail please refer to note 1).
Repayments of long-term debt and interest are scheduled as follows (Euro million) (the amounts are not discounted):
| 30 September 2021 (unaudited) |
31 December 2020 (audited) |
|
|---|---|---|
| First year | 69 | 218 |
| Second year | 206 | 211 |
| Third year | 131 | 204 |
| Fourth year | 155 | 272 |
| Fifth year | 765 | 155 |
| Thereafter | 241 | 292 |
| 1,567 | 1,352 |
15. Lease liability and Right of Use of land
Lease liabilities include mostly lease payments for land subject to perpetual usufruct payments and classified as land under investment property (completed, under construction, and landbank) and residential landbank.
The balance of Right of Use as of 30 September 2021 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total |
|---|---|---|---|---|---|
| Poland | 10,545 | 21,126 | - | - | 31,671 |
| Romania | 6,365 | - | - | - | 6,365 |
| Serbia* | - | - | - | - | - |
| Croatia | - | - | 1,112 | - | 1,112 |
| Bulgaria | - | - | - | 22 | 22 |
| Hungary | - | - | - | 26 | 26 |
| Balance as of 30 September 2021 |
16,910 | 21,126 | 1,112 | 48 | 39,196 |
(*) Reclassified to assets held for sale.
15. Lease liability and Right of Use of land (continued)
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total |
|---|---|---|---|---|---|
| Poland | 10,722 | 22,021 | - | - | 32,743 |
| Romania | 6,211 | - | - | - | 6,211 |
| Serbia | 3,725 | - | - | - | 3,725 |
| Croatia | - | - | 1,140 | - | 1,140 |
| Bulgaria | - | - | - | 131 | 131 |
| Hungary | - | - | - | 74 | 74 |
| Balance as of 31 December 2020 |
20,658 | 22,021 | 1,140 | 205 | 44,024 |
The balance of Right of Use as of 31 December 2020 was as follows:
The balance of lease liability as of 30 September 2021 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total | Discount rate |
|---|---|---|---|---|---|---|
| Poland | 10,545 | 19,988 | - | - | 30,533 | 4.2% |
| Romania | 6,365 | - | - | - | 6,365 | 5.7% |
| Serbia* | - | - | - | - | - | 7.6% |
| Croatia | - | - | 1,195 | - | 1,195 | 4.4% |
| Bulgaria | - | - | - | 32 | 32 | 4.5% |
| Hungary | - | - | - | 17 | 17 | 3.9% |
| Balance as of 30 September 2021 |
16,910 | 19,988 | 1,195 | 49 | 38,142 |
(*) Reclassified to liabilities related to assets held for sale.
15. Lease liability and Right of Use of land (continued)
Country Completed investment property Investment property landbank at cost Residential landbank Property, plant and equipment Total Discount rate Poland 10,722 21,003 - - 31,725 4.2% Romania 6,211 - - - 6,211 5.7% Serbia 3,724 - - - 3,724 7.6% Croatia - - 1,222 - 1,222 4.4% Bulgaria 106 106 4.5% Hungary - - - 66 66 3.9% Balance as of 31 December 2020 20,657 21,003 1,222 172 43,054
The balance of lease liability as of 31 December 2020 was as follows:
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.
The movement in Right of Use of land for the period ended 30 September 2021 and for the financial year ended 31 December 2020 was as follows:
| 2021 | 2020 | |
|---|---|---|
| Balance as of beginning of period | 44,024 | 45,931 |
| Recognition / (derecognition) of Right of Use asset for lands under perpetual usufruct |
(745) | 96 |
| Amortization of right of use | (340) | (556) |
| Prepaid right of use of lands under perpetual usufruct | (279) | - |
| Reclassification to assets held for sale | (3,724) | - |
| Foreign exchange differences | 260 | (1,447) |
| Balance as of end of period | 39,196 | 44,024 |
15. Lease liability and Right of Use of land (continued)
The movement in lease liability for the periods ended 30 September 2021 and 31 December 2020 was as follows:
| 2021 | 2020 | |
|---|---|---|
| Balance as of beginning of period | 43,054 | 46,430 |
| Recognition / (derecognition) of lease liability for lands under perpetual usufruct |
(745) | 96 |
| Payments of leases | (516) | (162) |
| Change in provision | 970 | (1,350) |
| Change in accrued interest | (1,066) | 1,336 |
| Reclassification to liabilities related to assets held for sale |
(3,724) | - |
| Foreign exchange differences | 169 | (3,296) |
| Balance as of end of period | 38,142 | 43,054 |
16. Assets held for sale and liabilities related to assets held for sale
The balance of assets held for sale increased significantly due to the planned disposal of Serbian entities (for details please refer to note 1) and reclassification of residential land in Romania in amount of EUR 2,153 (Advance for this land in amount of EUR 1,080 was received on 23 March 2021 and was reclassified as liabilities related to assets held for sale as of 30 September 2021).
The balance of assets held for sale (disposal group of Serbian entities) as of 30 September 2021 was as follows:
| Company | Real estate | Cash and deposits |
Other assets |
Total |
|---|---|---|---|---|
| Atlas Centar | 106,924 | 4,944 | 474 | 112,342 |
| Demo Invest | 62,048 | 2,894 | 601 | 65,543 |
| GTC BBC | 38,714 | 1,202 | 438 | 40,354 |
| GTC Business Park | 37,860 | 2,678 | 73 | 40,611 |
| GTC MRN | 25,682 | 2,222 | 181 | 28,085 |
| CRV | - | 356 | 432 | 788 |
| Balance as of 30 September 2021 |
271,228 | 14,296 | 2,199 | 287,723 |
The balance of assets held for sale as of 30 September, 2021 includes Serbian assets of EUR 287,723 and residential landbank in Romania of EUR 2,833, including EUR 680, which were reclassified on 31 December 2020.
16. Assets held for sale and liabilities related to assets held for sale (continued)
The balance of liabilities related to assets held for sale (disposal group of Serbian entities) as of 30 September 2021 was as follows:
| Company | Lease liability |
Loans | Deferred tax liability |
Other liabilities |
Total |
|---|---|---|---|---|---|
| Atlas Centar | 924 | 53,609 | 3,350 | 1,833 | 59,716 |
| Demo Invest | 1,126 | 34,742 | 2,241 | 1,354 | 39,463 |
| GTC BBC | 714 | 20,318 | 218 | 465 | 21,715 |
| GTC Business Park | 960 | 20,711 | 2,826 | 1,121 | 25,618 |
| GTC MRN | - | 14,296 | 2,257 | 706 | 17,259 |
| CRV | - | - | - | 176 | 176 |
| Balance as of 30 September 2021 |
3,724 | 143,676 | 10,892 | 5,655 | 163,947 |
17. Prepayment and deferred expenses
The balance of prepayment and deferred expenses increased from EUR 3,604 to EUR 11,885 in the period ended 30 September 2021.
The majority of the increase relates to development activity in Pillar project.
18. Residential landbank
The balance of residential landbank increased by EUR 16,125 to EUR 26,219 as of 30 September 2021 from EUR 10,094 as of 31 December 2020, mainly due to an investment of EUR 12,800 into acquisition of new land in Hungary and a reclassification of land in Romania in the amount of EUR 5,500 from investment property to residential landbank, partially offset by reclassification of land in Romania in the amount of EUR 2,153 to assets held for sale.
19. COVID-19
The Covid-19 pandemic has triggered a wave of substantial adverse effects on the global economy. The lockdowns brought a large part of the world's economic activity to an unparalleled standstill: consumers stayed home, companies lost revenue, and terminated employees – which, consequently, led to a rise in unemployment. Rescue packages by national governments and the EU, as well as supporting monetary policies by the European Central Bank have been implemented to moderate the economic impact of the pandemic. However, the scope and duration of the pandemic and possible future containment measures are still impossible to predict. During 2020 and in the nine-month period ended 30 September 2021, the economic disruptions caused by the Covid-19 virus and the increased market uncertainty combined with increased volatility in the financial markets led to a decrease in rental revenues, a decrease in the Company assets' values, as well as impacted on the Company's compliance with financial covenants.
CLOSING AND REOPENING OF THE GROUP'S SHOPPING CENTRES
Following the outbreak of the COVID-19 pandemic, the authorities in many of the markets the Group operates in, imposed restrictions on the opening of its shopping centres. Except for select "essential" retailers, or those able to offer curb side pickup or fulfil delivery orders from the store. The tenants in the Group's centres were unable to trade between three up to five months during 2020 subject to each country's restriction and around and average of three months during the nine months of 2021. Measures taken by the government affected and will continue to affect our business. In addition, even in those regions in which there were no mandatory shutdowns, or when shopping centres were allowed to reopen, not all retailers continued or restarted operations.
RENT DISCOUNTS AND COLLECTION
In several countries of our operations, governments adopted tenant support packages, such as a rental payments holiday in Poland for the period of lockdown or rent support through subsidizing part of any rental discounts. Upon the re-opening of its shopping centres, the Group engaged tenants in discussions about collecting rent and service charges as well as the terms of any support by the Group. The Group implemented multi-pronged measures to support tenants and encourage consumer spending, such as reducing rent, allowing rent payment in instalments, waiving late payment interest and service charges.
The financial impact on gross margin related to the COVID-19 amounted to EUR 14,700 in 2020. During the nine-month period ended 30 September 2021, certain countries such as Croatia and Serbia have relaxed their trading restrictions; therefore, shopping malls operating in those countries have recorded an increase in gross margin from operations in the amount of EUR 1,100 in comparison with the same period of 2020. Poland and Bulgaria lockdowns and tenant support packages continue to impact the operations of the malls negatively; therefore, shopping malls operating in those countries have recorded a decrease in gross margin from operations in the amount of EUR 2,100 in the nine-month period ended 30 September 2021 in comparison with the same period of 2020.
19. COVID-19 (continued)
The amendment to the Act on special solutions connected with prevention, counteraction and combating of COVID-19 and other infectious diseases and caused by them crisis situations (art. 15ze), which regulates the relations between tenants and landlords regarding settlements for the period of lockdowns (introducing a new settlement between tenants and landlords in which tenants will pay 20% of the rent in the lockdown period and 50% for the three months following the lockdown) came into force in Poland on 23 July 2021. Based on the Management's assessment the impact of the new regulation on prior periods will be immaterial. The new law provides a roadmap for any future lockdowns and as a result could significantly impact the Group's revenue derived from shopping malls located in Poland in case of any potential lockdowns are implemented.
VALUATION OF INVESTMENT PROPERTIES
The increased uncertainty and increased volatility in the financial markets had negatively affected the investment properties of the Group during 2020 and might have an effect in the future asset valuations, as well as impact on the Company's compliance with financial covenants.
Notwithstanding the above, as of 30 September 2021 the Company received letters from its external appraisers confirming that the market value of the almost all subject property portfolio as of 30 September 2021 remains the same as the market value performed and reported as at 30 June 2021. Changes in the valuation of investment property under construction result from the progress of construction work.
There is no significant uncertainty regarding the fair value of investment properties.
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.
LIQUIDITY POSITION
During the COVID-19 pandemic, the Group took immediate steps to preserve its strong liquidity position in light of the uncertain impact of the pandemic. These steps included cost and CAPEX measures, as well as the decision to retain profit for the year ended 31 December 2019 in the Company as well as recommendation to suspend dividend for the year ended 31 December 2020. As of 30 September 2021, the Group holds cash in the amount of EUR 91,598. The Group runs stress tests, which indicated that the going concern assumption remains valid for at least 12 months from the financial statement publication date.
The Group is continuously assessing the situation and undertakes mitigating steps to reduce the impact that may be caused by the adverse market situation.
20. 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-Avoidance Rule (GAAR) provisions. The new regulation will require significantly more judgement in assessment of the tax consequences of particular transactions.
21. Cash and cash equivalents
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 30 September 2021 and 30 September 2020:
| 30 September | 30 September | |
|---|---|---|
| 2021 | 2020 | |
| (unaudited) | (unaudited) | |
| Cash at banks and on hand | 91,598 | 139,078 |
| Cash at banks related to assets held for sale | 8,368 | - |
| Cash and cash equivalents at the end of the period | 99,966 | 139,078 |
22. Capital and Reserves
Shareholders who, as at 30 September 2021, 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 Group is entitled to specific cash payments resulting from phantom shares in the Group (the "Phantom Shares"). The company uses binomial model to evaluate the fair value of the phantom shares. The input data includes date of valuation, strike price, and expiry date.
The Phantom shares (as presented in below table) have been accounted for based on future cash settlement.
As at 30 September 2021, phantom shares issued were as follows:
| Strike (PLN) | Blocked | Vested | Total |
|---|---|---|---|
| 6.11 | - | 801,200 | 801,200 |
| 6.31 | 2,600,000 | 1,320,000 | 3,920,000 |
| Total | 2,600,000 | 2,121,200 | 4,721,200 |
The Phantom shares (as presented in above 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 |
|---|---|
| 2021 | 100,000 |
| 2023 | 4,621,200 |
| Total | 4,721,200 |
23. Earnings per share
Basic earnings per share were calculated as follows:
| Nine-month period ended 30 September 2021 (unaudited) |
Nine-month period ended 30 September 2020 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Profit / (loss) for the period attributable to equity holders (Euro) |
32,272,000 | (16,386,000) | 11,312,000 | 17,233,000 |
| Weighted average number of shares for calculating basic earnings per share |
485,555,122 | 485,555,122 | 485,555,122 | 485,555,122 |
| Basic earnings per share (Euro) |
0.07 | (0.03) | 0.02 | 0.04 |
There have been no potentially dilutive instruments as at 30 September 2021 and 30 September 2020.
24. Changes in commitments, contingent assets and liabilities
There were no significant changes in commitments and contingent liabilities, except for certain contingent assets in a way of rental guarantees and warranties provided by Sellers, in connection with the purchase of new assets in Hungary.
25. Subsequent events
On 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to terminate his appointment as a member to the Management Board of the Company as well as GTC Real Estate Development Hungary Zrt.. The resignation was approved by the Supervisory Board on 28 October 2021.
On 29 October 2021, the Company signed the first unsecured revolving credit facility agreement in the amount of EUR 75 million with a club of four different banks.
26. Approval of the financial statements
The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 15 November 2021.

BDO spółka z ograniczoną odpowiedzialnością sp.k. ul. Postępu 12 02-676 Warszawa Polska
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 2021, 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 2021 to 30 September 2021, 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., 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.
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: 2021-11-15 16:14
Krzysztof Maksymik Certified Auditor No. 11380
Warsaw, 15 November 2021

Signed by / Podpisano przez:
André Helin Date / Data: 2021-11-15
Dr. André Helin President of the General Partner's Management Board Certified Auditor No. 90004