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GTC - Globe Trade Centre S.A. Interim / Quarterly Report 2021

May 13, 2021

5627_rns_2021-05-13_9ce8fed2-22ce-4ab2-89e3-3974f6e2b389.pdf

Interim / Quarterly Report

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CONSOLIDATED QUARTERLY REPORT

OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE-MONTH PERIOD ENDED

31 MARCH 2021

Place and date of publication: Warsaw, 13 May 2021

LIST OF CONTENTS:

    1. Management Board's report on the activities of Globe Trade Centre S.A. Capital Group in the three-month period ended 31 March 2021
    1. Unaudited interim condensed consolidated financial statements for the threemonth period ended 31 March 2021
    1. Independent auditor's review

MANAGEMENT BOARD'S REPORT

ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE-MONTH PERIOD ENDED 31 MARCH 2021

TABLE OF CONTENT

1.
Introduction
5
2.
Selected financial data
8
3. Presentation of the Group10
3.1
General information about the Group10
3.2 Structure of the Group11
3.3 Changes to the principal rules of the management of the Company and the Group 11
4. Main events of of the first quarter of 2021
11
5.
Operating and financial review
13
5.1 General factors affecting operating and financial results
13
5.2
Specific factors affecting financial and operating results
16
5.3
Presentation of differences between achieved financial results and published
forecasts
18
5.4 Statement of financial position19
5.4.1 Key items of the statement of financial position19
5.4.2
Financial position as of 31 March 2021 compared to 31
December
2020
20
5.5 Consolidated income statement
22
5.5.1 Key items of the consolidated income statement22
5.5.2 Comparison of financial results for the three-month period ended 31 March
2021
with the result for the corresponding period of 202024
5.6 Consolidated cash flow statement
26
5.6.1
Key items from consolidated cash flow statement26
5.6.2 Cash flow analysis
27
5.7
Future liquidity and capital resources28
6.
Information on loans granted with a particular emphasis on related entities
29
7. Information on granted and received guarantees with a particular emphasis
on guarantees granted to related entities29
8. Shareholders who, directly or indirectly, have substantial shareholding
30
9. Shares in GTC held by members of the management board and the supervisory board.31
10. Transactions with related parties concluded on terms other than market terms
32
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
32

1.Introduction

The GTC Group is a leading real estate investor and developer focusing on Poland and capital cities in Eastern and Southern Europe: Belgrade, Budapest, Bucharest, Zagreb, and Sofia. The Group was established in 1994.

Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development (iv) assets held for sale, and (v) residential landbank.

Since its establishment and as of 31 March 2021, the Group has: (i) developed approximately 1.2 million sq m of gross commercial space and approximately 300 thousand sq m of residential space; (ii) sold approximately 600 thousand sq m of gross commercial space in completed commercial properties and approximately 300 thousand sq m of residential space; and (iii) acquired approximately 160 thousand sq m of commercial space in completed commercial properties. Additionally, GTC Group developed and sold over 100 thousand sq m of commercial space and approximately 76 thousand sq m of residential space through its associates in the Czech Republic.

As of 31 March 2021, the Group`s property portfolio comprised the following properties:

  • 48 completed commercial buildings, including 43 office buildings and five retail properties with a total combined commercial space of approximately 751 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 741 thousand sq m of GLA;
  • 2 office buildings under construction with a total GLA of approximately 37 thousand sq m;
  • commercial landbank designated for future development; and
  • residential landbank.
48 751
000
2 landbank for
completed
buildings
sq m of
GLA
buildings
under
construction
future
development

As of 31 March 2021, the book value of the Group's portfolio amounts to €2,146,791 with: (i) the Group's completed investment properties account for 88% thereof; (ii) investment properties under construction for 3%; (iii) an investment landbank intended for future development for 7%; (iv) right of use of lands under perpetual usufruct for 2% (v) assets held for sale for less than 1% and (vi) residential landbank account for less than 1%.

The Company's shares are listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in mWIG 40.

The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.

Terms and abbreviations capitalized in this Management's Board Report shall have the following meanings unless the context indicates otherwise:

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 are 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 are 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 and HU0000360284
the Report are to the consolidated quarterly
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 are to the Group of countries that are within the region of Central and
Eastern Europe (Hungary, Poland)
SEE are 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 metric of all the office or retail leasable area of a property multiplied by add-on-factor; Commercial properties are to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties FFO, FFO I are to profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate re-measurement, share-based payment provision and unpaid financial expenses) and one-off items (such as FX differences and residential activity); EPRA NAV are to total equity less non-controlling interest, less deferred tax liability related to real estate assets and derivatives at fair value EBITDA are to earning before fair value adjustments, interest, tax, depreciation, and amortization; In-place rent Are 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 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 are to the lawful currency of Hungary JSE are 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 words 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 3. "Key risk factors" in annual report for the year ended 31 December 2020. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on behalf of the Group. When the Group indicates that an event, condition, or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation, and results of operations.

2. Selected financial data

The following tables present the Group's selected historical financial data for the three-month period ended 31 March 2021 and 31 March 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 three-month period ended 31 March 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 three-month period ended 31 March 2021.

Selected financial data presented in PLN is derived from the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 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 3-month period ended
31 March
2021 2020
(in thousands) PLN PLN
Consolidated Income Statement
Revenues from operations 37,227 169,357 41,025 177,335
Cost of operations (9,761) (44,406) (11,158) (48,232)
Gross margin from operations 27,466 124,951 29,867 129,103
Selling expenses (364) (1,656) (323) (1,396)
Administrative expenses (2,980) (13,557) (1,421) (6,142)
Profit/(loss) from revaluation/impairment of
assets, net
(2,594) (12,089) (5,781) (26,317)
Financial income/(expense), net (8,490) (38,623) (8,643) (37,360)
Net profit 8,706 39,407 2,786 11,586
Basic and diluted earnings per share (not in
thousands)
0.02 0.08 0.01 0.02
Weighted average number of issued ordinary shares
(not in thousands)
485,555,122 485,555,122 485,555,122 485,555,122
Consolidated Cash Flow Statement
Net cash from operating activities 22,252 101,229 22,393 96,769
Net cash used in investing activities (19,949) (90.755) (14,467) (62,540)
Net cash from/(used in) financing activities (19,559) (88,978) 16,184 69,957
Cash and cash equivalents at the end of the
period
254,054 1,183,968 196,546 894,736
As at
31 March 2021
31 December 2020
Consolidated
statement
of
financial
position
Investment property (completed and under
construction)
1,952,346 9,098,517 1,942,082 8,962,320
Investment property landbank 140,687 655,644 140,367 647,766
Right of use 42,094 196,171 42,679 196,955
Residential landbank 7,931 36,961 10,094 46,582
Assets held for sale 3,733 17,397 1,580 7,291
Cash and cash equivalents 254,054 1,183,968 271,996 1,255,207
Others 80,317 374,301 71,959 322,077
Total assets 2,481,162 11,562,959 2,480,757 11,448,198
Non-current liabilities 1,410,160 6,571,769 1,274,363 5,880,931
Current liabilities 95,637 445,967 232,246 1,071,769
Liabilities related to assets held for sale 1,080 5,033 - -
Total Equity 974,285 4,540,460 974,148 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 a leading real estate investor and developer focusing on Poland and capital cities in Eastern and Southern Europe: Belgrade, Budapest, Bucharest, Zagreb, and Sofia. The Group was established in 1994.

Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development (iv) assets held for sale, and (v) residential landbank.

Since its establishment and as of 31 March 2021, the Group has: (i) developed approximately 1.2 million sq m of gross commercial space and approximately 300 thousand sq m of residential space; (ii) sold approximately 600 thousand sq m of gross commercial space in completed commercial properties and approximately 300 thousand sq m of residential space; and (iii) acquired approximately 160 thousand sq m of commercial space in completed commercial properties. Additionally, GTC Group developed and sold over 100 thousand sq m of commercial space and approximately 76 thousand sq m of residential space through its associates in the Czech Republic.

As of 31 March 2021, the Group`s property portfolio comprised the following properties:

  • 48 completed commercial buildings, including 43 office buildings and five retail properties with a total combined commercial space of approximately 751 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 741 thousand sq m of GLA;
  • Two office buildings under construction with a total GLA of approximately 37 thousand sq m,
  • commercial landbank designated for future development; and
  • residential landbank.

As of 31 March 2021, the book value of the Group's portfolio amounts to €2,146,791 with: (i) the Group's completed investment properties account for 88% thereof; (ii) investment properties under construction for 3%; (iii) an investment landbank intended for future development for 7%; (iv) right of use of lands under perpetual usufruct for 2% (v) assets held for sale for less than 1% and (vi) residential landbank account for less than 1%.

The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in mWIG40.

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 31 March 2021 is presented in the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2021 in Note 4 "Investment in subsidiaries, associates and joint ventures."

The following changes in the structure of the Group occurred in the three-month period ended 31 March 2021:

  • the commencement of liquidation of Beaufort Invest S.R.L.,
  • liquidation of Fajos S.R.L,
  • acquisition of Halsey Investments Sp. z.o.o.,
  • establishment of wholly-owned subsidiary Office Planet Kft,
  • Companies which GTC S.A. hold 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.

4. Main events of the first quarter of 2021

The Covid-19 pandemic has triggered a wave of strong negative 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 18 in the condensed consolidated financial statements for the three-month period ended 31 March 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 amount of €19,200 and obtained the new loan in Santander Bank Polska in amount of €19,700. GTC Francuska repaid the loan in ING in amount of €18,900 and obtained the new loan in Santander Bank Polska in amount of €19,300.

On 5 March 2021, Globe Office Investments Ltd an indirect wholly-owned subsidiary of the Company signed a sale and purchase agreement with a company related to the majority shareholder of the Company for the purpose of acquisition of a Class A office building on Váci corridor, Budapest for a consideration of €51,000. Subsequently on 19 March 2021 a loan agreement in the amount of €25,000 with Erste Group Bank AG was signed for the purpose of financing the acquisition. The transaction was closed on 30 April 2021.

On 5 March 2021, GTC SA 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 sq m for a consideration of €33,800 from Groton Global Corp. The site has potential office development rights of approximately 79,000 sq m. The transaction is expected to be finalized during Q2 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 the 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 the 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 done 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 5 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 margin reduced from 3.15% to 2.9%. Following the prepayment; the outstanding loan amount shall be payable in full at maturity in 2029.

EVENTS THAT TOOK PLACE AFTER 31 MARCH 2021:

On 1 April 2021, GTC Corius, a wholly-owned subsidiary of the Company, signed a loan agreement prolongation with Berlin Hyp Bank, for additional 5 years. As part of the prolongation a prepayment of €500 was done and the parties agreed that the loan will be paid in full on maturity.

On 19 April 2021, Dorado 1, a wholly owned subsidiary of the Company, signed a loan agreement with DSK Bank AD and OTP Bank Plc in total amount of €9,200 for the financing of the project Sofia Tower II.

On 27 April 2021, GTC Real Estate Development Hungary Zrt., a wholly owned subsidiary of the Company, signed a sale and purchase agreement with WING Real Estate Group for 100% holding of Winmark Ingatlanfejlesztő Kft ("Winmark"), which owns the Ericsson Headquarter Office Building and the Siemens Evosoft Headquarter Office Building, two A class office buildings for the consideration of €160,300. The closing of the transaction is expected in the second quarter of 2021 following completion of standard conditions precedent.

On 30 April 2021, the acquisition of Váci Greens D office building was completed. The office building shall consist of approx. 15,700 sq. m. and the total consideration is €51,000. The acquisition financing loan was disbursed from Erste Bank in an amount of €25,000.

On 7 May 2021 GTC Sterlinga Sp. z o.o. wholly-owned subsidiary of the Company signed a prolongation of the loan agreement with Pekao S.A. for additional 5 years.

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 three-month period ended 31 March 2021 and for the threemonth period ended 31 March 2020, the Group derived 75% and 76% of its revenues from operations as rental revenue, which greatly depends on the rental rates per sq m and occupancy rates. The amount the Group can charge for rent largely depends on the property's location and condition and is influenced by local market trends and the state of local economies. The Group's revenue from rent is particularly affected by the delivery of new rent spaces, changes in vacancy rates, and the Group's ability to implement rent increases. Rental income is also dependent upon the time of completion of the Group's development projects as well as on its ability to let such completed properties at favorable rent levels. Moreover, for the three-month period ended 31 March 2021 and for the three-month period ended 31 March 2020, the Group derived 25% and 24% of its revenues from operations as service revenue, which reflects certain costs the Group passes on to its tenants.

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

REAL ESTATE VALUATION

The Group's results of operations depend heavily on the fluctuation of the value of assets on the property markets. The Group revalues its investment properties at least twice per year. Any change in 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 as GDP growth, disposable income, etc. as well as micro conditions such as new developments in the immediate neighborhood, competition, etc. Capitalization rates are influenced by prevailing interest rates and risk 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, which is assessed using a comparative method, is determined by referring to the market prices applied in transactions relating to similar properties.

The Group recognized a net loss from revaluation and impairment of assets of €2,594 in the three-month period ended 31 March 2021 and €5,781 net loss from revaluation and impairment of assets in the three-month period ended 31 March 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 at 31 March 2021, 77% of the Group's borrowings are hedged. In addition, in an economic environment in which availability of financing is not scarce, demand for investment properties generally tends to increase when interest rates are low, which can lead to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, which can result in recognition of impairment that could negatively affect the Group's income.

Historically, EURIBOR rates have demonstrated significant volatility, changing from 1.343% as of 2 January 2012, through 0.188% as of 2 January 2013, to 0.284% 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 three-month period ended 31 March 2021 and for three -month period ended 31 March 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 in which the Group operates are an important factor as the credit facilities that are obtained may be denominated in either euro or local currencies.

The Group 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 zloty, Bulgarian leva, Croatian kunas, Hungarian forints, Romanian lei, and Serbian dinars. In particular, the significant portion of the financial costs incurred by the Group includes: (i) the interest on the bonds issued by the Group in Polish zloty, and (ii) the interest on the 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 bank loans, loans extended by their holding companies, or the issuance of debt securities. The availability and cost of procuring financing are of material importance to the implementation of the Group's projects and for the Group's development prospects, as well as its ability to repay existing debt. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's net profit.

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

5.2 Specific factors affecting financial and operating results

COVID-19

The Covid-19 pandemic has triggered a wave of strong negative 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.

CLOSING AND REOPENING OF THE GROUP'S SHOPPING CENTRES

The COVID-19 pandemic has significantly impacted the Company's business. 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 for a period beginning mid-March 2020 and ending between beginning-May and end-May 2020 depending on the country, and later in the period between beginning-November 2020 and ending end-December 2020 and end-January 2021. Additionally, the governments of Poland and Bulgaria have announced a lockdowns in the period between second half of March and middle-April (Bulgaria) and beginning- of May (Poland). Serbia had 5-day lockdown in second half of March 2021, as well as shorten working hours of the shops. 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. Shopping centres in Poland and Bulgaria contributed 68% of total retail rental revenue for Q1 2021.

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 of this in terms of loss of rent and service income related to the COVID-19 amounted to €2,400.

VALUATION OF INVESTMENT PROPERTIES

Notwithstanding the above, as of 31 March 2021 the Company received letters from its external appraisers confirming that the market value of the subject property portfolio as of 31 March 2021 remains the same as the market value performed and reported as at 31 December 2020. The increased uncertainty and increased volatility in the financial markets had negatively affected the investment properties of the Group and might have an effect in the future asset valuations, as well as impact on the Company's compliance with financial covenants. While the exact effect of the coronavirus is unknown and unknowable, it is clear that it poses substantial risks of reduction of income, increasing yields, increasing collection costs, and FX volatility.

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 31 March 2021, the Group holds cash in the amount of €254,054.

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.

OTHER

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 amount of €19,200 and obtained the new loan in Santander Bank Polska in amount of €19,700. GTC Francuska repaid the loan in ING in amount of €18,900 and obtained the new loan in Santander Bank Polska in amount of €19,300.

On 5 March 2021, Globe Office Investments Ltd an indirect wholly-owned subsidiary of the Company signed a sale and purchase agreement with a company related to the majority shareholder of the Company for the purpose of acquisition of a Class A office building on Váci corridor, Budapest for a consideration of €51,000. Subsequently on 19 March 2021 a loan agreement in the amount of €25,000 with Erste Group Bank AG was signed for the purpose of financing the acquisition. The transaction was closed on 30 April 2021.

On 5 March 2021, GTC SA 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 sq m for a consideration of €33,800 from Groton Global Corp. The site has potential office development rights of approximately 79,000 sq m. The transaction is expected to be finalized during Q2 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 the 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 the 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 done 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 5 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 margin reduced from 3.15% to 2.9%. Following the prepayment the outstanding loan amount shall be payable in full at maturity in 2029.

5.3 Presentation of differences between achieved financial results and published forecasts

The Group did not publish forecasts for the first quarter 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 mitigates 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 gain or losses arising from changes in fair value are recorded directly in net profit and loss for the year. The fair value of interest rate swap contracts is determined by calculating the present value of cash flows of each leg of the transaction, taking into account several risk statistics.

5.4.2 Financial position as of 31 March 2021 compared to 31 December 2020

ASSETS

Total assets increased by €405 to €2,481,162 as of 31 March 2021 from €2,480,757 as of 31 December 2020.

The value of investment property and investment property landbank increased by €9,999 (0.5%) to €2,135,127 as of 31 March 2021 from €2,125,128 as of 31 December 2020, mainly due to an investment of €12,965 mostly into assets under construction: Pillar and Sofia Tower 2 partially offset by adjustment to fair value of €2,422.

The value of assets held for sale increased to €3,733 (136%) as of 31 March 2021 from € 1,580 as of 31 December 2020 mainly as a result of reclassification of residential land plot in Romania in amount of €2,153 to assets held for sale.

The value of blocked deposits (incl. short-term) increased by €1,131 (3%) to €39,544 as of 31 March 2021 from €38,413 as of 31 December 2020 mainly as a result of an increase in deposits from tenants.

The value of cash and cash equivalents decreased by €17,942 (7%) to €254,054 as of 31 March 2021 from €271,996 as of 31 December 2020 mainly as a result of early repayment of certain loans and final repayment of bonds in the amount of €64,494, and investment into assets under construction (net loans) of €11,595, partially offset by the bond issue with the total value of €53,800.

LIABILITIES

The value of loans and bonds decreased by €6,927 (1%) to €1,254,365 as of 31 March 2021 from €1,261,292 as of 31 December 2020. This decrease comes mainly from repayment of bonds in the amount of €20,494 combined with repayment of existing loans in the amount of €52,900, partially offset by bond issue with the total value of €53,800 and drawdown of loans for projects under construction of €10,800.

The value of lease liability (incl. current portion of lease liabilities) decreased by €1,528 (4%) to €41,526 as of 31 March 2021 from €43,054 as of 31 December 2020, mainly due to foreign exchange gain, resulted from devaluation of local currencies.

The value of derivatives increased by €8,613 (45%) to €27,873 as of 31 March 2021 from €19,260 as of 31 December 2020, mainly due to an increase in value of cross currency swap hedge liabilities related to the green bonds and a new cross currency swap that we entered into during the first quarter of 2021 to hedge our newly issued green bonds denominated in HUF.

Provision for deferred tax liability increased by €4,021 (3%) to €137,251 as of 31 March 2021 from €133,230 as of 31 December 2020 mainly due to the increase in deferred tax liabilities on investment property.

Trade payables and provisions decreased by €7,234 (26%) to €20,065 as of 31 March 2021 from €27,299 as of 31 December 2020 mainly due a decrease in payables related to development and capex activities (Pillar, Duna Tower and Sofia Tower 2).

EQUITY

The amount of accumulated profit increased by €8,462 (2%) to €468,515 as of 31 March 2021 from €460,053 as of 31 December 2020, following recognition of profit for the period in the amount €8,706.

The value of hedge reserve increased by €8,492 (71%) to €20,422 as of 31 March 2021 from €11,930 as of 31 December 2020, mainly due to hedging of foreign exchange rate fluctuations for bonds in PLN and HUF and devaluation of corresponding local currencies.

Equity increased by €137 to €974,285 as of 31 March 2021 from €974,148 as of 31 December 2020 mainly due to an increase in accumulated profit by €8,462, following recognition of profit during the period, partially offset by increased in value of hedge reserve by €8,492.

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 that are related to the management services provided to the individual tenants within the Group's properties — service costs should be covered by service income.

GROSS MARGIN FROM OPERATIONS

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

SELLING EXPENSES

Selling expenses include:

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

ADMINISTRATIVE EXPENSES

Administration expenses include:

  • payroll, management fees, and other expenses that include the salaries of all employees that are not directly involved in sales or rental activities;
  • provisions made to account for the share-based incentive program that was granted to key personnel;
  • costs related to the sale of investment properties;
  • costs of 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 gain 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 three-month period ended 31 March 2021 with the result for the corresponding period of 2020

REVENUES FROM RENTAL ACTIVITY

Rental and service revenues decreased by €3,798 (9%) to €37,227 in the three-month period ended 31 March 2021 from €41,025 in the three-month period ended 31 March 2020. The decrease mainly resulted from a decrease in rental revenues of approximately €3,400 due to rent relief imposed by governments during lockdown of shopping malls and rent concessions and discounts provided by the Group to the retail tenants across the portfolio due to the COVID-19 outbreak combined with a decrease in rental revenues following the sale of Spiral in the fourth quarter of 2020 of €1,200. The decrease was partially offset by an increase in the rental revenues due to the completion of Green Heart, Advance Business Center and Matrix of €900.

COST OF RENTAL ACTIVITY

Service cost decreased by €1,397 (13%) to €9,761 in the three-month period ended 31 March 2021 from €11,158 in the three-month period ended 31 March 2020 mainly as a result of a decrease of service costs and implemented savings in our shopping malls due to the COVID-19 outbreak of €900 combined with a decrease in the service costs due to the sale of Spiral in fourth quarter of 2020 of €300. The decrease was partially offset by an increase in service costs due to the completion of Green Heart, Advance Business Center and Matrix of €400.

GROSS MARGIN FROM OPERATIONS

Gross margin (profit) from operations decreased by €2,401 (8%) to €27,466 in the three-month period ended 31 March 2021 from €29,867 in the three-month period ended 31 March 2020 mostly resulting from a loss in rent and service revenues in our shopping malls across the portfolio due to the COVID-19.

Gross margin on rental activities in the three-month period ended 31 March 2021 was 74% compared to 73% in the three-month period ended 31 March 2020.

ADMINISTRATION EXPENSES

Administration expenses (before provision for share based program) increased by €191 (8%) to €2,730 in the three-month period ended 31 March 2021 from €2,539 in the three-month period ended 31 March 2020. Mark-to-market of share based program resulted in provision of €250 in the three-month period ended 31 March 2021 compared to a reversal of the provision of €1,118 recognized in the three-month period ended 31 March 2020. The above factors resulted in increase of administration expenses of €1,559 to €2,980 in the three-month period ended 31 March 2021 from €1,421 in the three-month period ended 31 March 2020.

PROFIT / (LOSS) FROM THE REVALUATION/IMPAIRMENT OF ASSETS

Net loss from the revaluation/impairment of the assets amounted to €2,594 in the three-month period ended 31 March 2021, as compared to a net loss of €5,781 in the three-month period ended 31 March 2020. Net loss from the revaluation of the investment properties reflects mainly capital expenditure invested on the existing investment properties.

OTHER INCOME / (EXPENSES), NET

Other expenses (net of other income) amounted to €61 in the three-month period ended 31 March 2021 as compared to expenses of €274 expenses in the three-month period ended 31 March 2020.

FOREIGN EXCHANGE DIFFERENCES GAIN (LOSS)

Foreign exchange differences loss amounted to €368 in the three-month period ended 31 March 2021, as compared to a foreign exchange loss of €5,331 in the three-month period ended 31 March 2020. The foreign exchange loss in three-month period ended 31 March 2020 was mainly due to the significant devaluation of local currencies following the start of COVID-19 pandemic

FINANCIAL INCOME

Financial income amounted to €74 in the three-month period ended 31 March 2021 as compared to €90 in the three-month period ended 31 March 2020.

FINANCIAL COST

Financial cost decreased by €169 to €8,564 in the three-month period ended 31 March 2021 as compared to €8,733 in the three-month period ended 31 March 2020. The average interest cost was 2.3%.

PROFIT / (LOSS) BEFORE TAX

Profit before tax was €12,609 in the three-month period ended 31 March 2021, as compared to profit before tax of €8,094 in the three-month period ended 31 March 2020. This mostly resulted from recognition of lower by €3,187 loss from revaluation/impairment of assets combined with a lower by €4,963 foreign exchange difference loss, partially offset by decrease in margin from operation by €2,401.

TAXATION

Tax amounted to €3,903 in the three-month period ended 31 March 2021. Taxation consists mainly of €917 of current tax expenses and €2,986 of deferred tax.

NET PROFIT / (LOSS)

Net profit amounted to €8,706 in the three-month period ended 31 March 2021, as compared to a net profit of €2,786 in the three-month period ended 31 March 2020. This mostly resulted from recognition of higher profit before tax combined with lower taxation.

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 three months ended on 31 March 2021 and 2020:

3-month period ended 31 March
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from operating activities 22,252 22,393
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property and property, plant and (22,332) (18,804)
equipment
Decrease in short term deposits designated for investment - 3,758
Advances received for assets held for sale 1,080 -
VAT/tax on purchase/sale of investment property 1,297 557
Interest received 6 22
Net cash used in investing activities (19,949) (14,467)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 103,883 138,049
Repayment of long-term borrowings (111,821) (113,399)
Interest paid (9,194) (7,225)
Repayment of lease liability (516) (90)
Loans origination payment (780) (945)
Decrease/(Increase) in short term deposits (1,131) (206)
Net cash from /(used) in financing activities (19,559) 16,184
Net foreign exchange difference (686) (7,200)
Net increase/ (Decrease) in cash and cash equivalents (17,942) 16,910
Cash and cash equivalents at the beginning of
the period
271,996 179,636
Cash and cash equivalents at the end of the period 254,054 196,546

Net cash flow from operating activities was virtually unchanged at €22,252 in the three-month period ended 31 March 2021 compared to €22,393 the three-month period ended 31 March 2020, despite an impact of Covid-19 outbreak which amounted to €2,400, which was offset by improvement in working capital changes in the same amount

Net cash flow used in investing activities amounted to €19,949 in the three-month period ended 31 March 2021 compared to €14,467 used in the three-month period ended 31 March 2020. Cash flow used in investing activities mainly composed of (i) expenditure on investment properties of €22,332 related to: Pillar and Sofia Tower 2, (ii) VAT/tax on purchase/sale of investment property of €1,297 and (iii) advances from assets held for sale of investment property of €1,080.

Net cash flow used in financing activities amounted to €19,559 in the three-month period ended 31 March 2021, compared to €16,184 of cash flow from financing activities in the three-month period ended 31 March 2020. Cash flow used in financing activities mainly composed of (i) repayment of long-term borrowings in the amount of €111,821 related mainly to early repayment of €44,000 related to Ada Mall, City Gate and Galeria Jurajska projects, refinancing Pixel and Francuska Office Centre loans in amount of €38,200, settlement of maturing bonds in amount of €20,494, as well as amortization of existing loans in the amount of €8,900;(ii) proceeds from long-term borrowings in the amount of €103,883 that are related mainly to the bond issue with the total value of €53,800, refinancing Pixel and Francuska Office Centre loans in amount of €39,000, loans related to assets under construction in the amount of €10,800, and (iii) interest paid in the amount of €9,194.

Cash and cash equivalents as of 31 March 2021 amounted to €254,054 compared to €196,546 as of 31 March 2020. The Group keeps its cash in the form of current accounts and bank deposits.

5.7 Future liquidity and capital resources

As of 31 March 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 efficiently manage all its liabilities and is currently reviewing its funding plans related to (i) development and acquisition of commercial properties, (ii) debt servicing of its existing assets portfolio, and (iii) CAPEX. Such funding will be sourced through available cash, operating income, and refinancing.

As of 31 March 2021, the Group's non-current liabilities amounted to €1,410,160 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 31 March 2021 amounted to €1,254,365 as compared to €1,261,292 as of 31 December 2020.

The Group's loans and borrowings are mainly denominated in Euro. Debt in other currencies includes bonds (series mature in 2022-2023) in PLN and bonds issued by Hungarian subsidiary in HUF (series mature in 2030-2031).

The Group's loan-to-value ratio amounted to 45.5% as of 31 March 2021, as compared to 45% as of 31 December 2020. The Group's long term strategy is to keep its loan-to-value ratio at a level of 40% however in case of acquistions the Company may deviate temporarily.

As of 31 March 2021, 77% of the Group's loans (by value) were hedged against interest fluctuations, mostly through interest rate swaps and cap transactions.

AVAILABILITY OF FINANCING

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

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

With reference to the COVID-19 outbreak, the management has prepared and analyzed cash flow budget based on certain hypothetical defensive assumptions to assess the reasonableness of the going concern assumption in view of the current developments on the market. This analysis assumed certain 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 three-month period ended 31 March 2021 in Note 18 COVID-19.

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

As of 31 March 2021, the Group does not have any long-term loans granted to its associates or joint ventures.

7. Information on granted and received guarantees with a particular emphasis 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.

During the three-month period ended 31 March 2021, the Group did not grant guarantees of with the total value is material.

GTC gives guarantees to third parties in the normal course of its business activities. As of 31 March 2021, the guarantees granted amounted to €0.

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.

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

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

The following table presents the Company's shareholders, who had no less than 5% of votes at the general meeting of GTC S.A. shareholders, as of the date of 31 March 2021. The table is prepared based on information received directly from the shareholders.

Total 485,555,122 100.00% 485,555,122 100.00%
Other shareholders 78,793,780 16.23% 78,793,780 16.23% No change
AVIVA OFE Aviva
BZ WBK
37,739,793 7.77% 37,739,793 7.77% No change
OFE PZU Złota
Jesień²
48,555,169 10.00% 48,555,169 10.00% 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 shares held
(not in
thousand)
% of
share
capital
votes
(not in
thousand)
% of
votes
23 March 2021
(not in
thousand)
Number of
shares and
rights to the
Number of Change in
number of
shares since

¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC

Holding Zártkörüen Müködö Részvénytársaság) holds 298,575,091 shares.

² holds below the 10% of the total number of votes, exactly 9.9999%

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 of 13 May 2021, the date of publication of this quarterly report, and changes in their holdings since the date of publication of the Group's last financial report (interim report for the year ended 31 December 2020) on of 23 March 2021.

The information included in the table is based on information received from members of the management board.

Management board member Balance as of
13 May 2021
(not in
thousand)
The nominal
value of shares
in PLN
(not in
thousand)
Change since
23 March 2021
(not in
thousand)
Yovav Carmi 0 0 No change
Ariel Ferstman 5,240 524 No change
Gyula Nagy 0 0 No change
Robert Snow 0 0 No change
Total 5,240 524

SHARES OF GTC HELD BY MEMBERS OF THE SUPERVISORY BOARD

The following table presents shares owned directly or indirectly by members of the Company's supervisory board of 13 May 2021, the date of publication of this quarterly report, and changes in their holdings since the date of publication of the Group's last financial report (interim report for the year ended 31 December 2020) on of 23 March 2021.

Members of supervisory board Balance as of
13 May 2021
(not in
thousand)
The nominal
value of shares
in PLN
(not in thousand)
Change since
23 March 2021
Zoltán Fekete 0 0 No change
János Péter Bartha 0 0 No change
Péter Bozó 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

The information included in the table is based on information received from members of the supervisory board.

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 proceeding or group of proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries, with the total value of liabilities or claims is material.

GLOBE TRADE CENTRE S.A.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2021 TOGETHER WITH INDEPENDENT AUDITORS` REVIEW REPORT

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 31 March 2021 (in thousands of Euro)

Note 31 March
2021
31 December
2020
ASSETS
Non-current assets
Investment property 8 2,135,127 2,125,128
Residential landbank 16 7,931 10,094
Property, plant and equipment 7,635 7,785
Blocked deposits 10 12,007 10,979
Deferred tax asset 2,283 616
Other non-current assets 209 159
2,165,192 2,154,761
Loan granted to non-controlling interest
partner
9 11,320 11,252
Total non-current assets 2,176,512 2,166,013
Assets held for sale 16 3,733 1,580
Current assets
Accounts receivables 6,154 5,873
Accrued income 934 878
VAT and other tax receivable 12 1,046 2,343
Income tax receivable 1,380 1,036
Prepayments and deferred expenses 17 9,812 3,604
Short-term blocked deposits 10 27,537 27,434
Cash and cash equivalents 254,054 271,996
300,917 313,164
TOTAL ASSETS 2,481,162 2,480,757

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 31 March 2021 (in thousands of Euro)

Note 31 March
2021
31 December
2020
EQUITY AND LIABILITIES
Equity attributable to equity holders of the
Company
Share capital 20 11,007 11,007
Share premium 550,522 550,522
Capital reserve (49,489) (49,489)
Hedge reserve (20,422) (11,930)
Foreign currency translation (2,630) (2,553)
Accumulated profit 468,515 460,053
957,503 957,610
Non-controlling interest 9 16,782 16,538
Total Equity 974,285 974,148
Non-current liabilities
Long-term portion of long-term borrowing
14 1,190,491 1,067,867
Deposits from tenants 12,007 10,979
Long term payable 2,571 2,524
Provision for share based payment 1,227 977
Lease liability 15 41,335 42,891
Derivatives 11 25,278 15,895
Provision for deferred tax liability 137,251 133,230
1,410,160 1,274,363
Liabilities related to assets held for sale 16 1,080 -
Current liabilities
Trade payables and provisions 13 20,065 27,299
Deposits from tenants 1,816 1,790
Current portion of long-term borrowing 14 63,874 193,425
VAT and other taxes payable 1,661 1,551
Income tax payable 4,262 4,220
Derivatives 11 2,595 3,365
Current portion of lease liabilities 15 191 163
Advances received 1,173 433
95,637 232,246
TOTAL EQUITY AND LIABILITIES 2,481,162 2,480,757

Globe Trade Centre S.A. Interim Condensed Consolidated Income Statement for the three-month period ended 31 March 2021 (in thousands of Euro)

Note Three-month
period ended
31 March 2021
(unaudited)
Three-month
period ended
31 March 2020
(unaudited)
Rental revenue 5 27,984 30,998
Service charge revenue 5 9,243 10,027
Service charge costs 5 (9,761) (11,158)
Gross margin from operations 27,466 29,867
Selling expenses (364) (323)
Administration expenses 6 (2,980) (1,421)
Profit from revaluation / impairment of assets 8 (2,594) (5,781)
Other income 118 14
Other expenses (179) (288)
Profit from continuing operations before
tax and finance income / expense
21,467 22,068
Foreign exchange differences gain / (loss), net (368) (5,331)
Finance income 74 90
Finance cost 7 (8,564) (8,733)
Profit before tax 12,609 8,094
Taxation 19 (3,903) (5,308)
Profit for the period 8,706 2,786
Attributable to:
Equity holders of the Company 8,462 2,577
Non-controlling interest 9 244 209
Basic earnings per share (in Euro) 21 0.02 0.01

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Comprehensive Income for the three-month period ended 31 March 2021 (In thousands of Euro)

Three-month period
ended
31 March 2021
(unaudited)
Three-month period
ended
31 March 2020
(unaudited)
Profit for the period
Net other comprehensive income for the period, net
of tax not to be reclassified to profit or loss in
subsequent periods
8,706
-
2,786
-
Gain/(loss) on hedge transactions (9,118) (318)
Income tax 626 (5)
Net gain/(loss) on hedge transactions (8,492) (323)
Foreign currency translation (77) (3,189)
Net other comprehensive income for the period,
net of tax to be reclassified to profit or loss in
subsequent periods
(8,569) (3,512)
Total comprehensive income/(loss) for the
period, net of tax
137 (726)
Attributable to:
Equity holders of the Company (107) (935)
Non-controlling interest 244 209

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Changes in Equity for the three-month period ended 31 March 2021 (In thousands of Euro)

Balance as of Share Capital
11,007
Share
premium
550,522
Capital
reserve
(49,489)
Hedge
reserve
(11,930)
Foreign
currency
translation
reserve
(2,553)
Accumulated
profit
460,053
Total
957,610
Non
controlling
interest
16,538
Total
974,148
1 January 2021
Other comprehensive
income
- - - (8,492) (77) - (8,569) - (8,569)
Profit
for the period
ended
31 March 2021
- - - - - 8,462 8,462 244 8,706
Total comprehensive
income / (loss) for the
period
- - - (8,492) (77) 8,462 (107) 244 137
Balance as of
31 March 2021
11,007
11,007
550,522
550,522
(49,489)
(49,489)
(20(11,930)
,422)
(2,553)
(2,
630)
46460,053
8,515
957,610
957,
503
16,538
16,
782
974,148
974,
285
Share Capital Share
premium
Capital
reserve
Hedge
reserve
Foreign
currency
translation
reserve
Accumulated
profit
Total Non
controlling
interest
Total
Balance as of
1 January 2020
11,007 550,522 (43,098) (4,994) 943 530,242 1,044,622 14,040 1,058,662
Other comprehensive
income
- - - (323) (3,189) - (3,512) - (3,512)
Profit for the period
ended
31 March
2020
- - - - - 2,577 2,577 209 2,786
Total comprehensive
income / (loss) for the
period
- - - (323) (3,189) 2,577 (935) 209 (726)
Balance as of
31 March 2020
11,007
11,007
550,522
550,522
(49,489)
(43,098)
(11,930)
(5,317)
(2,553)
(2,246)
53460,053
2,819
1,04957,610
3,687
16,538
14,
249
1,05974,148
7,936

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Cash Flows for the three-month period ended 31 March 2021 (In thousands of Euro)

Three-month
period ended
31 March
2021
(unaudited)
Three-month
period ended
31 March
2020
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax 12,609 8,094
Adjustments for:
Loss/(profit) from revaluation/impairment of assets
and residential projects
8 2,594 5,781
Foreign exchange differences loss/(gain), net 368 5,331
Finance income (74) (90)
Finance cost 7 8,564 8,733
Provision for share based payment loss/(profit) 250 (1,118)
Depreciation 181 162
Operating cash before working capital changes 24,492 26,893
Decrease (increase) in accounts receivables and
prepayments and other current assets
(2,072) (2,752)
Decrease (increase) in advances received 740 1,462
Increase (decrease) in deposits from tenants 1,054 (98)
Increase (decrease) in trade and other payables (559) (1,785)
Cash generated from operations 23,655 23,720
Tax paid in the period (1,403) (1,327)
Net cash from operating activities 22,252 22,393
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property and property, plant
and equipment
(22,332) (18,804)
Decrease in short term deposits designated for
investment
- 3,758
Advances received for assets held for sale 16 1,080 -
VAT/tax on purchase/sale of investment property 1,297 557
Interest received 6 22
Net cash used in investing activities (19,949) (14,467)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 14 103,883 138,049
Repayment of long-term borrowings 14 (111,821) (113,399)
Interest paid (9,194) (7,225)
Repayment of lease liability (516) (90)
Loans origination payment (780) (945)
Decrease/(Increase) in short term deposits (1,131) (206)
Net cash from /(used) in financing activities (19,559) 16,184
Net foreign exchange difference (686) (7,200)
Net increase/ (Decrease) in cash and cash
equivalents
(17,942) 16,910
Cash and cash equivalents at the beginning
of the period
271,996 179,636
Cash and cash equivalents at the end of the period 254,054 196,546

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, Budapest, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group companies.

As of 31 March 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 share capital of GTC S.A. 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 share capital of the Issuer 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 GTC S.A., representing 61.49% of the share capital of the Company and carrying the right to 61.49% of the total number of votes in the Company.

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 amount of EUR 19.2 million and obtained the new loan in Santander Bank Polska in amount of EUR 19.7 million. GTC Francuska repaid the loan in ING in amount of EUR 18.9 million and obtained the new loan in Santander Bank Polska in amount of EUR 19.3 million.

On 5 March 2021 Globe Office Investments Ltd an indirect wholly-owned subsidiary of the Company signed a sale and purchase agreement with a company related to the majority shareholder of the Company for the purpose of acquisition of a Class A office building on Váci corridor, Budapest for a consideration of EUR 51 million. Subsequently on 19 March 2021 a loan agreement in the amount of EUR 25 million with Erste Group Bank AG was signed for the purpose of financing the acquisition. The transaction was closed on 30 April 2021 (please refer to subsequent events note).

On 5 March 2021, GTC SA repaid all bonds issued under ISIN code PLGTC0000276 (full redemption). The original nominal value was EUR 20,494.

1. Principal activities (continued)

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 cca 79,000 sqm. The transaction is expected to be finalized during Q2 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 the 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 the 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 done 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 5 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 margin reduced from 3.15% to 2.9%. Following the prepayment, the outstanding loan amount shall be payable in full at maturity in 2029.

2. Basis of preparation

The Interim Condensed Consolidated Financial Statements for the three-month period ended 31 March 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).

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.

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 31 March 2021, the Group's net working capital (defined as current assets less current liabilities) amounted to EUR 205.3 million.

2. Basis of preparation (continued)

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 cash-flows will be sufficient to fund the Group's anticipated cash requirements for working capital purposes, for at least the next twelve months from the balance sheet date. Consequently, the consolidated financial statements have been prepared on the assumption that the Group companies will continue as a going concern in the foreseeable future, for at least 12 months from the balance sheet date.

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. While the exact effect of the coronavirus is still to be determined, it is clear that it poses substantial risks (for further information please see note 18).

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 IFRS19 (issued on 25 June 2020)

Those amendments to the standards have no significant effect the Group's 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 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 31 March 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 Ltd. GTC S.A. Hungary 100% 100%
("GTC Hungary")
GTC Duna Kft. GTC Hungary Hungary 100% 100%
Vaci Ut 81-85 Kft. GTC Hungary Hungary 100% 100%
Riverside Apartmanok Kft.
("Riverside") (1)
GTC Hungary Hungary 100% 100%
Centre Point I. Kft. ("Centre Point I") GTC Hungary Hungary 100% 100%
Centre Point II. Kft. GTC Hungary Hungary 100% 100%
Spiral 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
31 March
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 Nekretnine Zagreb
d.o.o.("GTC Zagreb")
GTC S.A. Croatia 100% 100%
Euro Structor d.o.o. GTC S.A. Croatia 70% 70%
Marlera Golf LD d.o.o. GTC S.A. Croatia 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. (1) GTC S.A. Romania 100% 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

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

Name Holding
Company
Country of
incorporation
31 March
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%
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%
Europort Investment (Cyprus) 1 Limited GTC S.A. Cyprus 100% 100%
Europort Ukraine Holdings 1 LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%
Europort Ukraine LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%
Europort Project Ukraine 1 LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%

(5) GTC S.A. hold 100 % through Office Planet Kft,, a fully owned by GTC S.A. and holding 70%.

5. Segmental analysis

The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets, and other factors. GTC operates in six core markets: Poland, Budapest, Bucharest, Belgrade, Sofia, and Zagreb.

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

  • a. Poland
  • b. Belgrade
  • c. Budapest
  • d. Bucharest
  • e. Zagreb
  • f. Sofia
  • g. Other

Segment analysis of rental income and costs for the three months period ended 31 March 2021 and 31 March 2020 is presented below:

2021 2020
Portfolio Revenues Costs Gross margin Revenues Costs Gross margin
Poland 14,358 (4,091) 10,267 16,794 (5,293) 11,501
Belgrade 8,069 (2,092) 5,977 8,521 (2,259) 6,262
Budapest 4,954 (1,210) 3,744 5,600 (1,353) 4,247
Bucharest 4,343 (685) 3,658 4,261 (767) 3,494
Zagreb 3,029 (1,026) 2,003 2,844 (956) 1,888
Sofia 2,474 (657) 1,817 3,005 (530) 2,475
Total 37,227 (9,761) 27,466 41,025 (11,158) 29,867

5. Segmental analysis (continued)

Segment analysis of assets and liabilities as of 31 March 2021 is presented below:

Cash Loans, Deferred
Real and Total bonds and tax Total
estate deposits Other assets leases liability Other liabilities
Poland 905,821 38,520 4,256 948,597 522,584 60,711 12,267 595,562
Belgrade 370,199 14,563 4,538 389,300 180,711 10,508 8,611 199,830
Budapest 329,935 154,670 9,309 493,914 288,510 13,039 25,171 326,720
Bucharest 195,014 14,643 2,026 211,683 94,246 12,537 4,081 110,864
Zagreb 160,529 7,092 12,334 179,955 66,871 16,824 5,258 88,953
Sofia 180,091 8,218 1,622 189,931 92,178 8,428 3,491 104,097
Other 11,664 62 30 11,756 - - 1,213 1,213
Non -
allocated 55,830 196 56,026 57,944 15,204 6,490 79,638
Total 2,153,253 293,598 34,311 2,481,162 1,303,044 137,251 66,582 1,506,877

Segment analysis of assets and liabilities as of 31 December 2020 is presented below:

Real
estate
Cash
and
deposits
Other Total
assets
Loans,
bonds and
leases
Deferred
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
Budapest 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 three-months ended 31 March 2021 and 31 March 2020 comprises the following amounts:

Three-month period
ended 31 March 2021
(unaudited)
Three-month period
ended 31 March 2020
(unaudited)
Administration expenses 2,730 2,539
Share based payment 250 (1,118)
Total 2,980 1,421

7. Finance costs

Finance costs for the period of three-months ended 31 March 2021 and 31 March 2020 comprises the following amounts:

Three-month period
ended 31 March 2021
(unaudited)
Three-month period
ended 31 March 2020
(unaudited)
Interest expenses (on financial liabilities that
are not fair valued through profit or loss) and
other charges
8,099 8,217
Amortization of loan raising costs 465 516
Total 8,564 8,733

The average interest rate (including hedges) on the Group's loans as of 31 March 2021 was 2.3% 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:

31 March 2021 31 December 2020
Completed investment property 1,880,355 1,879,173
Investment property under construction 71,991 62,909
Investment property landbank at cost 140,687 140,367
Right of use of lands under perpetual
usufruct
42,094 42,679
Total 2,135,127 2,125,128

The movement in investment property for the periods ended 31 March 2021 and 31 December 2020 was as follows:

Right of
Use of land
Level 2 Level 3
at fair value
Level 3
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 subsequent
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 42,679 1,202,961 736,512 142,976 2,125,128
31 December 2020
Capitalised subsequent
expenditure
- 1,699 9,954 1,312 12,965
Adjustment to fair value /
(impairment)
- (1,699) (672) (51) (2,422)
Prepaid right of use of lands
under perpetual usufruct
(610) - - - (610)
Amortization of right of use of
lands under perpetual usufruct
(162) - - - (162)
Increase 2 - - - 2
Foreign exchange differences 185 - - 41 226
Carrying amount as of
31 March 2021
42,094 1,202,961 745,794 144,278 2,135,127

Fair value and impairment adjustment consists of the following:

Three-month period
ended 31 March 2021
(unaudited)
Three-month period
ended 31 March 2020
(unaudited)
Adjustment to fair value of completed
investment properties
(3,157) (5,714)
Adjustment to the fair value of investment
properties under construction
786 141
Reversal of impairment/(Impairment)
adjustment
(51) -
Total adjustment to fair value /
(impairment) of investment property
(2,422) (5,573)
Reversal of impairment/(Impairment) of assets
held for sale
- (10)
Amortization of right of use of lands under
perpetual usufruct (including on residential
landbank)
(172) (114)
Impairment of residential landbank - (84)
Total recognised in profit or loss (2,594) (5,781)

Assumptions used in the fair value valuations of completed assets as of 31 March 2021 are presented below:

GLA Average Actual
Average
Average Fair Value
Hierarchy
Average
Portfolio Book value thousand Occupancy rent ERV Level Yield
'000 Euro sqm % Euro/
sqm/m
Euro/
sqm/m
%
Poland retail 443,000 113 94% 20.8 20.8 2 6.2%
Poland office 381,738 196 86% 14.6 14.3 2 8.2%
Belgrade office 264,781 122 92% 16.9 16.2 3 8.6%
Belgrade retail 90,700 35 97% 21.5 19.6 3 8.5%
Budapest office 206,138 95 97% 14.3 13.8 2 7.5%
Bucharest office 172,085 67 93% 20.1 17.7 2 7.7%
Zagreb retail 99,512 35 98% 20.3 20.7 3 7.9%
Zagreb office 45,901 21 79% 14.3 14.6 3 7.6%
Sofia office 75,800 34 81% 14.6 14.6 3 7.8%
Sofia retail 100,700 33 98% 18.8 20.8 3 7.8%
Total 1,880,355 751 91% 17.2 16.7 7.8%

(*) ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain

The accompanying notes are an integral part of this Consolidated Financial Statements based on characteristics such as a condition of the property, amenities, location, and local market conditions)

Assumptions used in the fair value valuations of completed assets as of 31 December 2020 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 93% 20.9 20.8 2 6.2%
Poland office 381,738 196 88% 14.6 14.3 2 8.2%
Belgrade office 264,781 122 93% 16.7 16.2 3 8.6%
Belgrade retail 90,700 35 97% 22.0 19.6 3 8.5%
Budapest office 206,138 97 95% 14.2 13.8 2 7.5%
Bucharest office 172,085 67 93% 20.5 17.7 2 7.7%
Zagreb retail 99,512 35 97% 20.2 20.6 3 7.9%
Zagreb office 44,719 21 76% 14.3 14.6 3 7.6%
Sofia office 75,800 34 79% 14.6 14.6 3 7.8%
Sofia retail 100,700 33 98% 18.8 20.8 3 7.8%
Total 1,879,173 753 91% 17.2 16.7 7.8%

Information regarding investment properties under construction as of 31 March 2021 is presented below:

Book value Estimated area (GLA)
'000 Euro thousand sqm
Budapest (Pillar) 68,400 29
Sofia (Sofia Tower 2) 3,591 8
Total 71,991 37

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 31 March 2021 and 31 December 2020 is presented below:

31 March 2021 31 December 2020
Poland 38,029 37,961
Serbia 10,244 10,164
Hungary 50,036 49,895
Romania 15,500 15,500
Croatia 14,669 14,638
Total 128,478 128,158

Information regarding book value of investment property landbank (long term pipeline – with no current plan for construction) as of 31 March 2021 and 31 December 2020 is presented below:

31 March 2021 31 December 2020
Poland 8,859 8,859
Hungary 3,350 3,350
Total 12,209 12,209
GRAND TOTAL 140,687 140,367

9. Non-controlling interest

The Company's subsidiary that holds Avenue Mall (Euro Structor d.o.o.) has granted in year 2018 its shareholders a loan, pro-rata to their stake in the subsidiary. The loan principle and interest shall be repaid by 30 November 2022. In the event that Euro Structor renders a resolution for the distribution of dividend, Euro Structor has the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan shall be due for repayment upon the sale.

Summarised financial information of the material non-controlling interest as of 31 March 2021 (unaudited) is presented below:

Avenue Mall Non-core
projects
Total
NCI share in equity 24,112 (7,330) 16,782
Loans received from NCI - 8,588 8,588
Loans granted to NCI (11,320) - (11,320)
Total as of 31 March 2021 12,792 1,258 14,050
NCI share in profit / (loss) 308 (64) 244

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 31 March 2021 and 31 December 2020 was as follows:

31 March 2021 31 December 2020
Fair value as of the beginning of the period (19,260) (6,085)
Charged to other comprehensive income (9,118) (7,748)
Charged to income statements 505 (5,427)
Fair value as of the end of the period (27,873) (19,260)

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 20,065 in the period ended 31 March 2021.

The majority of the payables relates to development activity payables in Pillar. The amount is planned to be financed mostly by long term loans.

14. Long-term loans and bonds

31 March 2021 31 December 2020
Bonds mature in 2022-2023 (Poland)
(PLGTC0000318)
48,338 48,117
Green bonds mature in 2027-2030 (HU0000360102) 109,212 108,614
Green bonds mature in 2028-2031 (HU0000360284) 54,455 -
Bonds 0321 (PLGTC0000276) - 20,737
Bonds 0422 (PLGTC0000292) 9,605 9,515
Loan from Santander (Globis Poznan) 16,793 16,951
Loan from Santander (Korona Business Park) 41,618 41,966
Loan from Santander (Pixel) 19,528 -
Loan from PKO BP (Pixel) - 19,224
Loan from Santander (Globis Wroclaw) 21,194 21,368
Loan from Berlin Hyp (Corius) 9,951 10,036
Loan from Pekao (Sterlinga) 15,006 15,138
Loan from Pekao (Galeria Polnocna) 174,154 175,404
Loan from PKO BP (Artico) 13,721 13,848
Loan from Erste and Raiffeisen (Galeria Jurajska) 118,906 125,125
Loan from Berlin Hyp (UBP) 42,195 42,413
Loan from Santander (Francuska) 19,132 -
Loan from ING (Francuska) - 18,929
Loan from OTP (Centre Point) 49,218 49,669
Loan from CIB (Metro) 12,984 13,277
Loan from UniCredit Bank (Kompakt) 24,455 13,718
Loan from OTP (Duna) 38,167 38,518
Loan from Erste (GTC House) 14,664 14,820
Loan from Erste (19 Avenue) 21,262 21,510
Loan from OTP (BBC) 20,784 20,985
Loan from Intesa Bank (Green Heart) 55,189 55,907
Loan from Raiffeisen Bank (Forty one) 35,832 36,295
Loan from Intesa Bank (Ada) 29,256 58,256
Loan from Erste (City Gate) 61,951 71,951
Loan from Banca Transilvania (Cascade) 3,737 3,797
Loan from Alpha Bank (Premium) 13,818 14,486
Loan from OTP (Mall of Sofia) 54,054 54,668
Loan from UniCredit (ABC I) 18,617 18,816
Loan from UniCredit (ABC II) 19,421 19,622
Loan from Erste (Matrix) 22,213 21,921
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 43,500 44,000
Loans from NCI 8,588 8,529
Deferred issuance debt expenses (7,153) (6,838)
Total 1,254,365 1,261,292

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

31 March 2021 31 December 2020
Current portion of long term loans and bonds:
Bonds mature in 2022-2023 (Poland)
(PLGTC0000318)
1,129 442
Green bonds mature in 2027-2030 (HU0000360102) 340 -
Green bonds mature in 2028-2031 (HU0000360284) 19 -
Bonds 0321 (PLGTC0000276) - 20,737
Bonds 0422 (PLGTC0000292) 165 75
Loan from Santander (Globis Poznan) 629 629
Loan from Santander (Korona Business Park) 1,395 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) 9,951 10,036
Loan from Pekao (Sterlinga) 15,006 15,138
Loan from PKO BP (Artico) 510 510
Loan from Pekao (Galeria Polnocna) 5,000 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 CIB (Metro) 1,172 1,172
Loan from Erste (GTC House) 624 624
Loan from Erste (19 Avenue) 994 994
Loan from Intesa Bank (Green Heart) 2,873 2,873
Loan from OTP (BBC) 805 805
Loan from Raiffeisen Bank (Forty one) 1,853 1,853
Loan from Intesa Bank (Ada) - 3,473
Loan from OTP (Mall of Sofia) 2,457 2,457
Loan from UniCredit (ABC I) 817 816
Loan from UniCredit (ABC II) 800 801
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 2,000 2,000
Loan from Erste (Matrix) 580 580
Loan from Alpha Bank (Premium) 1,025 1,025
Loan from Banca Transilvania (Cascade) 240 240
Loan from Erste (City Gate) 2,478 71,951
Total 63,874 193,425
31 March 2021 31 December 2020
Long term portion of long term loans and bonds:
Bonds mature in 2022-2023 (Poland)
(PLGTC0000318)
47,209 47,675
Bonds 0422 (PLGTC0000292) 9,440 9,440
Green bonds mature in 2027-2030 (HU0000360102) 108,872 108,614
Green bonds mature in 2028-2031 (HU0000360284) 54,436 -
Loan from Santander (Globis Poznan) 16,164 16,322
Loan from Santander (Korona Business Park) 40,223 40,571
Loan from Santander (Pixel) 18,838 -
Loan from Santander (Globis Wroclaw) 20,501 20,675
Loan from Pekao (Galeria Polnocna) 169,154 170,404
Loan from PKO BP (Artico) 13,211 13,338
Loan from Erste and Raiffeisen (Galeria Jurajska) 114,031 120,250
Loan from Berlin Hyp (UBP) 41,325 41,543
Loan from Santander (Francuska) 18,456 -
Loan from OTP (Centre Point) 47,411 47,862
Loan from CIB (Metro) 11,812 12,105
Loan from OTP (Duna) 36,766 37,117
Loan from UniCredit Bank (Kompakt) 24,455 13,718
Loan from Erste (GTC House) 14,040 14,196
Loan from Erste (19 Avenue) 20,268 20,516
Loan from Intesa Bank (Green Heart) 52,316 53,034
Loan from Intesa Bank (Ada) 29,256 54,783
Loan from OTP (BBC) 19,979 20,180
Loan from Raiffeisen Bank (Forty one) 33,979 34,442
Loan from Erste (City Gate) 59,473 -
Loan from Banca Transilvania (Cascade) 3,497 3,557
Loan from Alpha Bank (Premium) 12,793 13,461
Loan from OTP (Mall of Sofia) 51,597 52,211
Loan from UniCredit (ABC I) 17,800 18,000
Loan from UniCredit (ABC II) 18,621 18,821
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 41,500 42,000
Loan from Erste (Matrix) 21,633 21,341
Loans from NCI 8,588 8,529
Deferred issuance debt expenses (7,153) (6,838)
Total 1,190,491 1,067,867

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

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

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

Bonds (series matures in 2022-2023) are nominated in PLN. Green Bonds (series matures in 2027-2030) and green bonds (series matures in 2028-2031) are denominated in HUF. All other bank loans and bonds are denominated in Euro.

As at 31 March 2021, the Group continue to comply with the financial covenants set out in their loan agreements.

The movement in long term loans and bonds for the periods ended 31 March 2021 and 31 December 2020 was as follows:

31 March 2021 31 December 2020
Balance as of the beginning of the year
(excluding deferred debt expenses)
1,268,130 1,212,990
Drawdowns 103,883 286,807
Repayments (111,821) (224,293)
Change in accrued interest 792 (73)
Foreign exchange differences 534 (7,301)
Balance as of end of the year
(excluding deferred debt expenses)
1,261,518 1,268,130

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.

Country Completed
investment
property
Investment
property
landbank at
cost
Residential
landbank
Property,
plant and
equipment
Total
Poland 10,270 21,947 - - 32,217
Romania 6,152 - - - 6,152
Serbia 3,725 - - - 3,725
Croatia - - 1,131 - 1,131
Bulgaria - - - 115 115
Hungary - - - 30 30
Balance as of
31 March 2021
20,147 21,947 1,131 145 43,370

The balance of Right of Use as of 31 March 2021 was as follows:

15. Lease liability and Right of Use of land (continued)

The balance of Right of Use as of 31 December 2020 was as follows:

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 lease liability as of 31 March 2021 was as follows:

Country Completed
investment
property
Investment
property
landbank at
cost
Residential
landbank
Property,
plant and
equipment
Total Discount
rate
Poland 10,270 20,116 - - 30,386 4.2%
Romania 6,152 - - - 6,152 5.7%
Serbia 3,724 - - - 3,724 7.6%
Croatia - - 1,159 - 1,159 4.4%
Bulgaria 86 86 4.5%
Hungary - - - 19 19 3.9%
Balance as of
31 March 2021
20,146 20,116 1,159 105 41,526

15. Lease liability and Right of Use of land (continued)

Country Completed investmen t 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 periods ended 31 March 2021 and 31 December 2020 was as follows:

2021 2020
Balance as of beginning of period 44,024 45,931
Recognition of Right of Use asset for lands under perpetual usufruct 2 96
Amortization of right of use (191) (556)
Prepaid right of use of lands under perpetual usufruct (610) -
Foreign exchange differences 145 (1,447)
Balance as of end of period 43,370 44,024

15. Lease liability and Right of Use of land (continued)

The movement in lease liability for the periods ended 31 March 2021 and 31 December 2020 was as follows:

2021 2020
Balance as of beginning of period 43,054 46,430
Recognition of lease liability for lands
under perpetual usufruct
2 96
Payments of leases (516) (162)
Change in provision 964 (1,350)
Change in accrued interest (1,887) 1,336
Foreign exchange differences (91) (3,296)
Balance as of end of period 41,526 43,054

16. Residential landbank and assets held for sale

Residential land in Romania in amount of EUR 2,153 was reclassified to assets held for sale. Advance for this land in amount of EUR 1,080 was received on 23 March 2021.

17. Prepayment and deferred expenses

The balance of prepayment and deferred expenses increased from EUR 3,604 to EUR 9,812 in the period ended 31 March 2021.

The majority of the increase relates to development activity in Pillar project.

18. COVID-19

The Covid-19 pandemic has triggered a wave of strong negative 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'

18. COVID-19 (continued)

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.

CLOSING AND REOPENING OF THE GROUP'S SHOPPING CENTRES

The COVID-19 pandemic has significantly impacted the Company's business. 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 for a period beginning mid-March 2020 and ending between beginning-May and end-May 2020 depending on the country, and later in the period between beginning-November 2020 and ending end-December 2020 and end-January 2021. Additionally, the governments of Poland and Bulgaria have announced lockdowns in the period between second half of March and middle-April (Bulgaria) and beginning of May (Poland). Serbia had 5-day lockdown in second half of March 2021, as well as shorten working hours of the shops. 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. Shopping centres in Poland and Bulgaria contributed 68% of total retail rental revenue for Q1 2021.

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 of this in terms of loss of rent and service income related to the COVID-19 amounted to EUR 2,400.

VALUATION OF INVESTMENT PROPERTIES

Notwithstanding the above, as of 31 March 2021 the Company received letters from its external appraisers confirming that the market value of the almost all subject property portfolio as of 31 March 2021 remains the same as the market value performed and reported as at 31 December 2020. Changes in the valuation of investment property under construction result from the progress of construction work.

18. COVID-19 (continued)

The increased uncertainty and increased volatility in the financial markets had negatively affected the investment properties of the Group and might have an effect in the future asset valuations, as well as impact on the Company's compliance with financial covenants. While the exact effect of the coronavirus is unknown and unknowable, it is clear that it poses substantial risks of reduction of income, increasing yields, increasing collection costs, and FX volatility.

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 31 March 2021, the Group holds cash in the amount of EUR 254,054. 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.

19. Taxation

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

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

20. Capital and Reserves

Shareholders who as at 31 March 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 mentioned table) have been accounted for based on future cash settlement.

As at 31 March 2021, phantom shares issued were as follows:

Strike (PLN) Blocked Vested Total
6.11 100,000 751,200 851,200
6.31 3,900,000 20,000 3,920,000
Total 4,000,000 771,200 4,771,200

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

Last year of exercise date Number of phantom shares
2021 500,000
2022 220,000
2023 4,051,200
Total 4,771,200

21. Earnings per share

Basic earnings per share were calculated as follows:

Three-month period
ended 31 March 2021
(unaudited)
Three-month period
ended 31 March 2020
(unaudited)
Profit for the period attributable to equity
holders (Euro)
8,462,000 2,577,000
Weighted average number of shares for
calculating basic earnings per share
485,555,122 485,555,122
Basic earnings per share (Euro) 0.02 0.01

There have been no potentially dilutive instruments as at 31 March 2021 and 31 March 2020.

22. Subsequent events

On 1 April 2021 GTC Corius wholly-owned subsidiary of the Company signed a loan agreement prolongation with Berlin Hyp Bank, for additional 5 years. As part of the prolongation a prepayment of EUR 500 thousand was done and the parties agreed that the loan will be paid in full on maturity.

On 19 April 2021 Dorado 1 signed a loan agreement with DSK Bank AD and OTP Bank Plc in total amount of EUR 9.2 million for the financing of the project Sofia Tower II.

On 27 April 2021, GTC Real Estate Development Hungary Zrt., a wholly owned subsidiary of the Company, signed a sale and purchase agreement with WING Real Estate Group for 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 for the consideration of EUR 160,300 in Budapest. The closing of the transaction is expected in the second quarter of 2021 following completion of standard conditions precedent.

On 30 April 2021 the acquisition of Váci Greens D office building was completed. The office building shall consist of approx. 15,700 sq. m. and the total consideration is EUR 51 million. The acquisition financing loan was disbursed from Erste Bank in an amount of EUR 25 million.

On 7 May 2021 GTC Sterlinga Sp. z o.o. wholly-owned subsidiary of the Company signed a prolongation of the loan agreement with Pekao S.A. for additional 5 years.

23. Approval of the financial statements

The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 12 May 2021.

BDO spółka z ograniczoną odpowiedzialnością sp.k. ul. Postępu 12 02-676 Warszawa Polska

tel.: +48 22 543 16 00 fax: +48 22 543 16 01 e-mail: [email protected] www.bdo.pl

INDEPENDENT AUDITOR'S REVIEW REPORT ON THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO THE SHAREHOLDERS AND SUPERVISORY BOARD OF GLOBE TRADE CENTRE S.A.

Introduction

We have reviewed the accompanying interim condensed consolidated financial statements of the Globe Trade Centre S.A. Group ("the Group"), where the parent company is Globe Trade Centre S.A. with its registered office in Warsaw at Komitetu Obrony Robotników 45A ("the Company", "the Parent Company"), comprising the consolidated statement of financial position prepared as at 31 March 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 31 March 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. jest członkiem BDO International Limited, brytyjskiej spółki i częścią międzynarodowej sieci BDO, złożonej z niezależnych spółek członkowskich

BDO spółka z ograniczoną odpowiedzialnością sp.k., Sąd Rejonowy dla m. st. Warszawy, XIII Wydział Gospodarczy, KRS: 0000729684, REGON: 141222257, NIP: 108-000-42-12. Biura BDO w Polsce: Katowice 40-007, ul. Uniwersytecka 13, tel.: +48 32 661 06 00, [email protected]; Kraków 31-548, al. Pokoju 1, tel.: +48 12 378 69 00, [email protected]; Poznań 60-650, ul. Piątkowska 165, tel.: +48 61 622 57 00, [email protected]; Wrocław 53-332, ul. Powstańców Śląskich 7a, tel.: +48 71 734 28 00, [email protected]

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements have not been prepared, in all material respects, in accordance with the requirements of International Accounting Standard 34 Interim Financial Reporting, announced in the form of European Commission regulations.

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: 2021-05-12 16:27

Krzysztof Maksymik Certified Auditor No. 11380

Warsaw, 12 May 2021

Dr. André Helin President of the General Partner's Management Board Certified Auditor No. 90004