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GTC - Globe Trade Centre S.A. Management Reports 2019

Nov 14, 2019

5627_rns_2019-11-14_0473d4c7-327c-4fe6-959a-492e3bdd08de.pdf

Management Reports

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CONSOLIDATED QUARTERLY REPORT OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE AND NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2019

Place and date of publication: Warsaw, 14 November 2019

MANAGEMENT BOARD'S REPORT ON ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE AND NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2019

Table of content

Item 1.
Introduction
4
Item 2. Selected financial data
6
Item 3. Presentation of the Group 7
Item 3.1. General information about the Group 7
Item 3.2. Structure of the Group 8
Item 3.3. Changes to the principal rules of the management of the Company and the Group 8
Item 4. Main events of the nine-month period ended 30 September
2019
8
Item 5. Operating and financial review
9
Item 5.1. General factors affecting operating and financial results 9
Item 5.2. Specific factors affecting financial and operating results 12
Item 5.3.Presentation of differences between achieved financial results and published forecasts
12
Item 5. 4. Statement of financial position
13
Item 5.4.1. Key items of
the statement of financial position
13
Item 5.4.2. Financial position as of 30 September 2019 compared to 31
December
2018
13
Item 5.5. Consolidated income statement 15
Item 5.5.1. Key items of the consolidated income statement 15
Item 5.5.2. Comparison of financial results for the nine-month period ended 30 September 2019 with the result
for the corresponding period of 2018 17
Item 5.5.3. Comparison of financial results for the three-month period ended 30 September 2019 with the
result for the corresponding period of 2018
18
Item 5. 6. Consolidated cash flow statement 20
Item 5.6.1. Key items from consolidated cash flow statement
20
Item 5.7. Future liquidity and
capital resources
22
Item 6. Information on loans granted with a particular emphasis on related entities
22
Item 7. Information on granted and received guarantees with a particular emphasis on guarantees granted to related
entities
23
Item 8. Shareholders who, directly or indirectly, have substantial shareholding 23
Item 9.
Shares in GTC held by members of the Management Board and the Supervisory Board
23
Item 10.
Material transactions with related parties concluded on terms other than market terms
24
Item 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries the total
value of the liabilities or claims of which amount to at least 10% of the Group's equity
24

Item 1. Introduction

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

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

Since its establishment and as at 30 September 2019 the Group has: (i) developed over 1.2 million sq m of gross commercial space and over 300 thousand sq m of residential space; (ii) sold over 550 thousand sq m of gross commercial space in completed commercial properties and approximately 300 thousand sq m of residential space; and (iii) acquired over 151 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 Czech Republic.

As of 30 September 2019, the Group`s property portfolio comprised the following properties:

  • 46 completed commercial buildings, including 41 office buildings and five retail properties with a total combined commercial space of approximately 746 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 736 thousand sq m of GLA;
  • 1 completed office building presented as asset held for sale, with a total combined commercial space of approximately 16 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 16 thousand sq m of GLA;
  • four office buildings under construction with total GLA of approximately 63 thousand sq m, of which the Group's proportional interest amounts to 63 thousand sq m of GLA;
  • commercial landbank designated for future development; and
  • residential landbank designated for sale.

As of 30 September 2019, the book value of the Group's portfolio amounts to €2,293,434 with: (i) the Group's completed investment properties account for 88% thereof; (ii) investment properties under construction – 3%; (iii) an investment landbank intended for future development – 5%; (iv) assets held for sale – 2%, (vi) right of use of lands under perpetual usufruct – 2% and (v) residential landbank account for 1%. Based on the Group's assessment approximately 99% of the portfolio is core and remaining 1% is non-core assets, including landplots designated for sale and residential landbank.

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

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

In the Management Board's report references to the Company or GTC are to Globe Trade Centre S.A. and all references to the Group or the GTC Group are references to Globe Trade Centre S.A. and its consolidated subsidiaries. Expressions such as: "Shares" relate to the shares in Globe Trade Centre S.A., which were introduced to public trading on the Warsaw Stock Exchange in May 2004 and later and are marked under the PLGTC0000037 code and inward listed on Johannesburg Stock Exchange in August 2016 and are marked under the ISIN PLGTC0000037 code; "Bonds" refers to the bonds issued by Globe Trade Centre S.A. and introduced to alternative trading market and marked with the ISIN codes PLGTC0000144, PLGTC0000177, PLGTC0000219 PLGTC0000227, PLGTC0000235, PLGTC0000243, PLGTC0000268, PLGTC0000276 and PLGTC0000292; "the Report" refers to the consolidated interim report prepared pursuant to art. 66 of the Decree of the Finance Minister of 29 March 2018 on current and periodical information published by issuers of securities and conditions of

qualifying as equivalent the information required by the provisions of law of a country not being a member state; "CEE" refers to the group of countries that are within the region of Central and Eastern Europe (Hungary, Poland); "SEE" refers to the group of countries that are within the region of South-Eastern Europe (Bulgaria, Croatia, Romania and Serbia); "net rentable area", "NRA", or "net leasable area", "NLA" refer to the metric of the area of a given property as indicated by the real property appraisal experts for the purposes of the preparation of the relevant real property valuations. With respect to commercial properties, net leasable (rentable) area is all the leasable area of a property exclusive of non-leasable space, such as hallways, building foyers, and areas devoted to heating and air conditioning installations, elevators and other utility areas. The specific methods of calculation of NRA may vary among particular properties, which is due to different methodologies and standards applicable in the various geographic markets on which the Group operates; ''gross rentable area", or "gross leasable area", "GLA" refer to the metric of the all the leasable area of a property multiplied by add-on-factor; "Commercial properties" refer to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties; ''FFO", "FFO I" is profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate re-measurement, share based payment provision and unpaid financial expenses) and one off items (such as FX differences and residential activity); "EPRA NAV" is total equity less non-controlling interest, less: deferred tax liability related to real estate assets and derivatives at fair value; "EBITDA" is earning before fair value adjustments, interest, tax, depreciation and amortization; "EUR", "€" or "euro" refers to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; "PLN" or "zloty" refers to the lawful currency of Poland; "JSE" refers to the Johannesburg Stock Exchange.

Presentation of financial information

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

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

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

Forward-looking statements

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

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

The Group discloses important risk factors that could cause its actual results to differ materially from its expectations under 12. "Key risk factors of consolidated interim report of Globe Trade Centre S.A. capital group for the six-month period ended 30 June 2019. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on behalf of the Group. When the Group indicates that an event, condition or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation and results of operations.

Item 2. Selected financial data

The following tables present the Group's selected historical financial data for the three and nine-month period ended 30 September 2019 and 2018. The historical financial data should be read in conjunction with Item 5. "Operating and Financial Review" and the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2019 (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 ninemonth period ended 30 September 2019.

Selected financial data presented in PLN is derived from the consolidated financial statements for the nine-month period ended 30 September 2019 presented in accordance with IFRS and prepared in the Polish language and in Polish zloty as a presentation currency.

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

For the nine-month period ended
30 September
For the three-month period ended
30 September
2019 2018 2019 2018
(in thousands) EUR PLN EUR PLN EUR PLN EUR PLN
Interim Condensed Consolidated Income Statement
Revenues from
operations
124,629 536,141 115,301 489,865 43,347 187,173 38,161 164,234
Cost of operations (30,861) (132,761) (31,805) (135,052) (10,690) (46,161) (9,416) (40,541)
Gross margin from
operations
93,768 403,380 83,496 354,813 32,657 141,012 28,745 123,693
Selling expenses (1,098) (4,723) (1,566) (6,655) (363) (1,567) (371) (1,611)
Administrative expenses (11,209) (48,220) (5,753) (24,449) (2,442) (10,581) (1,654) (7,146)
Profit/(loss) from
revaluation/impairment of
assets, and impairment of
residential projects
21,784 93,601 31,331 134,016 5,302 23,189 7,963 34,013
Financial
income/(expense), net
(25,027) (107,664) (21,888) (93,018) (8,972) (38,735) (7,735) (33,274)
Net profit /(loss)
Basic and diluted
62,908 270,533 69,034 294,089 20,061 86,871 22,962 98,499
earnings per share (not in
thousands)
0.13 0.56 0.14 0.61 0.04 0.18 0.05 0.20
Weighted average
number of issued ordinary
shares (not in thousands)
484,357,553 484,357,553 475,538,732 475,538,732 485,555,122 485,555,122 483,536,996 483,536,996
Consolidated Cash Flow Statement
Net cash from operating
activities
73,302 315,332 63,124 267,939
Net
cash
used
in
investing activities
(11,866) (51,040) (104,740) (444,424)
Net cash from/(used in)
financing activities
10,233 44,630 (1,818) (7,183)
Cash
and
cash
equivalents at the end
of the period
151,716 663,545 104,504 446,378
As of 30 September 2019 As of 31 December 2018
EUR PLN EUR PLN
Consolidated statement of financial position
Investment property completed and under
contruction
2,074,560 9,073,295 1,981,961 8,522,432
Investment property landbank 112,741 493,084 131,107 563,760
Right of use
of lands under perpetual usufruct
44,255 193,554 - -
Residential landbank 13,356 58,414 12,698 54,601
Assets held for sale 48,522 212,216 76,196 327,643
Cash and cash equivalents 151,716 663,545 80,456 345,961
Others 86,480 378,228 74,506 320,378
Total assets 2,531,630 11,072,336 2,356,924 10,134,775
Non-current liabilities 1,170,746 5,120,377 1,154,262 4,963,331
Current liabilities 299,388 1,309,400 181,867 782,025
Liabilities directly associated with asset held for
sale
19,859 86,857 - -
Total Equity 1,041,637 4,555,702 1,020,795 4,389,419
Share capital 11,007 48,556 10,960 48,354

Item 3. Presentation of the Group

Item 3.1. General information about the Group

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

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

Since its establishment and as at 30 September 2019 the Group has: (i) developed over 1.2 million sq m of gross commercial space and over 300 thousand sq m of residential space; (ii) sold over 550 thousand sq m of gross commercial space in completed commercial properties and approximately 300 thousand sq m of residential space; and (iii) acquired over 151 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 Czech Republic.

As of 30 September 2019, the Group`s property portfolio comprised the following properties:

  • 46 completed commercial buildings, including 41 office buildings and five retail properties with a total combined commercial space of approximately 746 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 736 thousand sq m of GLA;
  • 1 completed office building presented as asset held for sale, with a total combined commercial space of approximately 16 thousand sq m of GLA, of which the Group's proportional interest amounts to approximately 16 thousand sq m of GLA;
  • four office buildings under construction with total GLA of approximately 63 thousand sq m, of which the Group's proportional interest amounts to 63 thousand sq m of GLA;
  • commercial landbank designated for future development; and
  • residential landbank designated for sale.

As of 30 September 2019, the book value of the Group's portfolio amounts to €2,293,434 with: (i) the Group's completed investment properties account for 88% thereof; (ii) investment properties under construction – 3%; (iii) an investment landbank intended for future development – 5%; (iv) assets held for sale – 2%, (vi) right of use of lands under perpetual usufruct – 2% and (v) residential landbank account for 1%. Based on the Group's assessment approximately 99% of the portfolio is core and remaining 1% is non-core assets, including landplots designated for sale and residential landbank.

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

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

Item 3.2. Structure of the Group

The structure of Globe Trade Centre S.A. Capital Group as of 30 September 2019 is presented in the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2019 in Note 4 "Investment in subsidiaries, associates and joint ventures".

The following changes in structure of the Group occurred in the nine-month period ended 30 September 2019:

  • Mablethompe Investitii S.R.L. was liquidated,
  • River Loft Apartmanok Ltd. was liquidated,
  • Galleria Shopping Center S.R.L. was sold.

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

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

Item 4. Main events of the nine-month period ended 30 September 2019

On 14 February 2019, Midroog (Israel-based credit rating agency accredited by the State of Israel) assigned an A2.il rating with a stable outlook for repayment capability of debt that the Company might raise in Israel, in the amount of up to €70,000.

In March 2019, the Group and UniCredit signed a new loan agreement in the amount of €20,000 (€3,500 top up after completion, subject to agreed conditions), for the construction of Advance Business Center II.

In March 2019, the Group and Raiffeisen Bank signed an agreement to refinance FortyOne office complex in Belgrade. The loan amounted €40,000.

In April 2019, GTC SA issued three-year euro denominated bonds in the total amount of €9,440.ISIN code PLGTC0000292.

In April 2019, the Group completed Green Heart N2, an office building in Belgrade.

In May 2019, the Company's shareholders adopted a resolution regarding distribution of dividend in the amount of PLN 178,900 (€41,600), PLN 0.37 per share and allowing the Company's shareholders to elect to receive the dividend in the form of newly issued shares or in cash depending on shareholders preferences. As a result in June 2019, the Company issued 2,018,126 series N shares to some of the Company's shareholders and paid a dividend in the amount of €37,600 to remaining shareholders.

In May 2019, the Group completed the construction of Ada Mall in Belgrade.

In June 2019, the Group completed the construction of Advance Business Centre I, an office building in Sofia.

In June 2019, the Group started the construction of Pillar, an office building in Budapest.

In June 2019, the Group signed a preliminary agreement for the sale of Neptun Office Center (Gdansk). Accordingly, as of 30 September 2019, the asset is presented within the assets held for sale, with a total fair value of €44,300. The bank loan was presented within liabilities held for sale, with a total book value of €19,900.

In July 2019, the Group and OTP bank signed a loan agreement, which refinanced the existing loan of Duna Tower and Center Point in Budapest with a top-up of €27,000 to a total of €93,000.

In July 2019, the Group completed the construction of Matrix A, an office building in Zagreb.

In July 2019, the Group completed the construction of Green Heart N1, an office building in Belgrade.

In August 2019, the Group and Erste bank signed a new loan agreement to finance the construction of Matrix B in the amount of €11,700.

In September 2019, the Group sold GTC White House office building in Budapest for a total amount of €70,700 and the bank loan related to this investment was fully repaid.

Events that took place after 30 September 2019:

In November 2019, the Company issued new bonds denominated in PLN with a total amount of PLN 220,000 to be repaid in in three equal tranches from November 2022 to November 2023.

Item 5. Operating and financial review

Item 5.1. General factors affecting operating and financial results

General factors affecting operating and financial results

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

Economic conditions in CEE and SEE

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

The reduced demand for property that, on the one hand, may result in a drop in sales dynamics, and, on the other, an increase in vacancy rates and lower rent revenues from leased space, may significantly impact the results of operations of the Group. Specifically, the Group may be force to change some of its investment plans. Additionally, the Group may not able to develop numerous plans in the countries where it operates.

Real estate market in CEE and SEE

The Group derives the majority of its revenue from operations from rental activities, including rental and service revenue. For the nine-month period ended 30 September 2019 and for the nine-month period ended 30 September 2018, the Group derived 75% and 71% of its revenues from operations as rental revenue, which greatly depends on the rental rates per sq m and occupancy rates. The amount the Group can charge for rent largely depends on the property's location and condition and is influenced by local market trends and the state of local economies. The Group's revenue from rent is particularly affected by the delivery of new rent spaces, changes in vacancy rates and the Group's ability to implement rent increases. Rental income is also dependent upon the time of completion of the Group's development projects as well as on its ability to let such completed properties at favorable rent levels. Moreover, for the nine-month period ended 30 September 2019 and for the nine-month period ended 30 September 2018, the Group derived 25% and 25% of its revenues from operations as service revenue, which reflects certain costs the Group passes on to its tenants.

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

To a certain extent, the Group's operational results was influenced by its ability to sell residential units, which for the nine-month period ended 30 September 2018 amounted for 4% of the Group's total revenues. For the ninemonth period ended 30 September 2019 Group did not have residential revenue. The supply of new apartments in the different markets in which the Group operates and the demand on such markets affect apartment prices. The demand for apartments is further impacted by fluctuations in interest rates, the availability of credit and the mortgage market in general. For example, the Group's residential revenues decreased steadily over the last few years due to the slowdown in the sale of residential properties coupled with an increase in discounts which had to be granted to purchasers of the Group's apartments in order to facilitate sales.

Real estate valuation

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

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

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

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

The Group recognized net profit from revaluation and impairment of assets of €21,784 in the nine-month period ended 30 September 2019 and €31,331 in nine-month period ended 30 September 2018.

Impact of interest rate movements

Substantially all of the loans of the Group have a variable interest rate, mainly connected to EURIBOR. Increases in interest rates generally increase the Group's financing costs. As of 30 September 2019 approximately 95% of the Group's loans were hedged. In addition, in an economic environment in which availability of financing is not scarce, demand for investment properties generally tends to increase when interest rates are low, which can lead to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, which can result in recognition of impairment that could negatively affect the Group's income.

Historically, EURIBOR rates have demonstrated significant volatility, changing from 1.343% as of 2 January 2012, through 0.188% as of 2 January 2013, to 0.280% as of 3 January 2014, 0.076% as of 2 January 2015 and – 0.1320% as of 4 January 2016, -0.3180% as of 2 January 2017, -0.328% as of 2 January 2018 as and -0.3100% as of 2 January 2019 (EURIBOR for three-month deposits).

Impact of foreign exchange rate movements

For the nine-month period ended 30 September 2019 and for the nine -month period ended 30 September 2018 a vast majority of the Group's revenues and costs were incurred or derived in euro. Nonetheless, the exchange rates against euro of the local currencies of the countries in which the Group operates are an important factor as the credit facilities that are obtained may be denominated in either euro or local currencies.

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

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

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

Availability of financing

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

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

Item 5.2. Specific factors affecting financial and operating results

In December 2018, the Group repaid the loan for Artico office building in the amount of €12,900 and signed new loan with PKO BP. In December 2018, Artico and PKO BP signed a new loan agreement. The total loan amounted €14,600 was drawn in January 2019.

In December 2018, the Group and Raiffeisen Bank signed an agreement to refinance FortyOne office complex in Belgrade. The Group will fully repay the existing bank loan in the amount of €26,000, and draw a new loan amounted €40,000. New loan was drawn in March 2019.

In March 2019, the Group and UniCredit signed a new loan agreement in the amount of €20,000 (€3,500 top up after completion, subject to agreed conditions), for the construction of Advance Business Center II.

In April 2019, GTC SA issued three-year euro denominated bonds in the total amount of €9,440. ISIN code PLGTC0000292.

In April 2019, the Group completed Green Heart N2, an office building in Belgrade.

In May 2019, the Group completed the construction of Ada Mall in Belgrade.

In June 2019, the Group completed the construction of Advance Business Centre I, an office building in Sofia.

In June 2019, the Group started the construction of Pillar, an office building in Budapest.

In June 2019, the Company issued 2,018,126 series N shares to some of the Company's shareholders and paid a dividend in the amount of €37,600 to remaining shareholders.

In June 2019, the Group signed a preliminary agreement for the sale of Neptun Office Center (Gdansk). Accordingly, as of 30 September 2019, the asset is presented within the assets held for sale, with a total fair value of €44,300. The bank loan was presented within liabilities held for sale, with a total book value of €19,900.

In July 2019, the Group and OTP signed a loan agreement, which refinanced the existing loan of Duna Tower and Center Point in Budapest with a top-up of €27,000 to a total of €93,000

In July 2019, the Group completed the construction of Matrix A, an office building in Zagreb.

In July 2019, the Group completed the construction of Green Heart N1, an office building in Belgrade.

In August 2019, the Group and Erste bank signed a new loan agreement to finance the construction of Matrix B in the amount of €11,700.

In September 2019, the Group sold GTC White House office building in Budapest for a total amount of €70,700 and the bank loan related to this investment was fully repaid.

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

The Group did not present forecasts for the nine-month period ended 30 September 2019 nor the full year 2019.

Item 5. 4. Statement of financial position

Item 5.4.1. Key items of the statement of financial position

Investment property

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

Residential landbank

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

Investment in associates and joint ventures

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

Assets held for sale

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

Short-term deposits

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

Derivatives

Derivatives include hedge instruments held by the Group that mitigate the risk of interest and currency rates fluctuations. In relation to the instruments qualified as cash flow hedges, the portion of gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income and the ineffective portion (if any) is recognized in net profit or loss. The classification of hedges in the statement of financial position depends on their maturity. For derivatives that do not qualify for hedge accounting, any gain or losses arising from changes in fair value are recorded directly in net profit and loss for the year. The fair value of interest rate swap contracts is determined by calculating the present value of cash flows of each leg of the transaction, taking into account several risk statistics.

Item 5.4.2. Financial position as of 30 September 2019 compared to 31 December 2018

Total assets increased by €174,706 (7%) to €2,531,630 as of 30 September 2019 from €2,356,924 as of 31 December 2018. This increase of €128,210 was mainly due to development activity (incl. related revaluation gain), primarily Ada Mall, Green Heart, Advance Business Center (I and II), Matrix (A and B) and Pillar. In addition, as of 1 January 2019, GTC has adopted the new IFRS 16. As a result of that, the company recognized Right of Use of lands under perpetual usufruct in the amount €46,580 and a corresponding amount in lease liability.

Assets

The value of investment property increased by €118,488 (6%) to €2,231,556 of 30 September 2019 from €2,113,068 as of 31 December 2018, mainly due to an investment (incl. related revaluation gain) of €128,210 mainly into assets under construction: Ada Mall, Green Heart, Advance Business Center (I and II), Matrix (A and B) and Pillar. In addition, as of 1 January 2019, the Company has adopted the new IFRS 16. As a result of that, the Company recognized Right of Use of lands under perpetual usufruct in the amount €45,362. The increase was partially offset by reclassification of Neptun Office Center and non-core land plot in Poland as assets held for sale in the amount of €48,522, and disposal of Karkonoska land plot in the amount of €3,029.

The value of assets held for sale decreased by €27,674 to €48,522 as of 30 September 2019 from €76,196 as of 31 December 2018, mainly due to sale of GTC White House and disposal of Spiral II land plot, partially offset by reclassification of Neptun Office Center and non-core land plot in Poland to assets held for sale following signing preliminary sale agreements.

The value of short-term deposits increased by €8,457 (22%) to €47,566 as of 30 September 2019 from €39,109 as of 31 December 2018 mainly as a result of €28,100 drawdown of loan related to Ada Mall and deposited in order to settle contractual commitments related to the construction of this project. The amount of €22,700 of this deposit was already used to settle outstanding contractual commitments.

The amount of cash and cash equivalents increased by €71,260 (89%) to €151,716 as of 30 September 2019 from €80,456 as of 31 December 2018 mainly as a result of sale of assets (including proceeds from expropriation of land) in the amount of €77,576, VAT related to sale of asset in the amount of €19,169, drawdowns of loans related to construction in the amount of €78,099, refinance (net) in the amount of €43,525, partially offset by payment of dividend in the amount of €37,992 and development activity in the amount of €111,696.

Liabilities

The value of loans and bonds (incl. liabilities related to assets held for sale) increased by €84,245 (8%) to €1,199,592 as of 30 September 2019 from €1,115,347 as of 31 December 2018. This increase comes mainly from refinancing of loans (net) related to FortyOne, Duna Tower, Center Point and Globis Poznan in amount of €43,525, and a drawdown of €78,099 from loans in projects under construction. The increase was partially offset by regular repayment of loans and bonds in the amount of €29,475 and repayment of loan related to sold asset (GTC White House) in the amount of €7,904.

The value of lease liability increased to €45,802 as of 30 September 2019 from €0 as of 31 December 2018, as a result of adoption of new IFRS 16.

The amount of accumulated profit increased by €20,996 (4%) to €517,992 as of 30 September 2019 from €496,996 as of 31 December 2018, following recognition of profit for the period in the amount €62,575, partially offset by dividend distribution in the amount of €41,579.

The value of derivatives increased by €4,855 (86%) to €10,478 as of 30 September 2019 from €5,623 as of 31 December 2018. This increase comes mainly from signing the new hedge agreements in 2019 related to Advance Business Center, FortyOne, Center Point and Duna Tower in total amount of €2,376 and increase in hedge liability related to existing hedge instruments.

The value of VAT and other taxes payable increased by €18,345 to €19,981 as of 30 September 2019 from €1,636 as of 31 December 2018, as a result of VAT payable related to the sale of GTC White House (settled in October 2019).

The amount of provision for deferred tax liability increased by €9,040 (6%) to €148,160 as of 30 September 2019 from €139,120 as of 31 December 2018, as a result of recognition of revaluation gain, profit on operating activity and increase in unrealized forex gain.

Equity

Equity increased by €20,842 to €1,041,637 as of 30 September 2019 from €1,020,795 on 31 December 2018 mainly due to an increase in accumulated profit by €20,966 combined with an increase in non-controlling interest balance by €8,834 and an increase in share premium resulting from issuance of shares in amount €3,811 partially offset by decrease in hedge and capital reserve in the amount of €5,702.

Item 5.5. Consolidated income statement

Item 5.5.1. Key items of the consolidated income statement

Revenues from operations

Revenues from operations consist of:

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

Cost of operations

Costs of operations consist of:

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

Gross margin from operations

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

Selling expenses

Selling expenses include:

brokerage and similar fees incurred to originate the lease or sale of space;

  • marketing and advertising costs; and
  • payroll and related expenses directly related to leasing or sales personnel.

Administrative expenses

Administration expenses include:

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

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

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

Financial income/(expense), net

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

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

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

Taxation

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

Item 5.5.2. Comparison of financial results for the nine-month period ended 30 September 2019 with the result for the corresponding period of 2018

Revenues from rental activity

Rental and service revenues increased by €13,906 to €124,629 in the nine-month period ended 30 September 2019. During this period, the Group has improved the rental revenue through completion and leasing of GTC White House in 2018 (building was sold in the third quarter of 2019), acquisition of Mall of Sofia in the second quarter of 2018, completion and leasing of four buildings in Green Heart complex as well as opening of Ada Mall, Advance Business Center I and Matrix A.

Cost of rental activity

Rental and service cost increased by €2,924 to €30,861 in the nine-month period ended 30 September 2019 as a result of increased asset portfolio following completion and acquisition of assets.

Gross margin from operations

Gross margin (profit) from operations increased by €10,272 to €93,768 in the nine-month period ended 30 September 2019. The gross margin (profit) on rental activities increased by €10,982 to €93,768 in nine-month period ended 30 September 2019 from €82,786 in the nine-month period ended 30 September 2018, mostly resulting from newly completed and acquired properties (see above). Gross margin on rental activities in the ninemonth period ended 30 September 2019 was remained unchanged at 75%.

Administrative expenses

Administrative expenses (before provision for share based program) increased by €6,609 to €14,598 in the ninemonth period ended 30 September 2019 mainly due exercise of phantom shares. Mark-to-market of share based program resulted in recognition of income arising from share based payment of €3,389 in the nine-month period ended 30 September 2019 compared to income arising from share based payment of €2,236 recognized in the nine-month period ended 30 September 2018. The combined expenses increased by €5,456 to €11,209 in the ninemonth period ended 30 September 2019 from €5,753 in the nine-month period ended 30 September 2018.

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

Net profit from revaluation of the investment properties and impairment of assets amounted to €21,784 in the ninemonth period ended 30 September 2019, as compared to a net profit of €31,331 in the nine-month period ended 30 September 2018. Net profit from the revaluation of the investment properties reflects mainly revaluation gain on Neptun Office Center, following signing a preliminary sale agreement, Spiral, Duna Tower, GTC Metro, Belgrade Business Center, Galeria Jurajska, Pixel following rental rate and lease contracts duration improvement, and assets under construction: Green Heart N3, Advance Business Center II as well as Matrix A following development and leasing progress. This was partially offset by devaluation of Galeria Północna due to delay in rent stabilization.

Other income/expense, net

Other income (net of other expense) related to due diligence, business development activity and landbank properties amounted to €97 in the nine-month period ended 30 September 2019 as compared to an expense of €3,884 in the nine-month period ended 30 September 2018. The expenses were reduced due to a decrease in the cost of due diligence, and different presentation of perpetual usufruct fee on land-bank, which was previously presented as other expenses, and now, under IFRS 16, presented within finance expenses and profit from revaluation.

Foreign exchange differences gain (loss)

Foreign exchange differences loss amounted to €275 in the nine-month period ended 30 September 2019, as compared to a foreign exchange gain of €93 in the nine-month period ended 30 September 2018.

Financial income

Financial income amounted to €282 in the nine-month period ended 30 September 2019 as compared to €238 in the nine-month period ended 30 September 2018.

Financial cost

Financial cost increased by €3,183 to €25,309 in the nine-month period ended 30 September 2019 as compared to €22,126 in the nine-month period ended 30 September 2018 mainly due to expenses related to adoption of IFRS 16 which classifies part of the amortization of lease liability in the amount of €1,579 to finance costs combined with an increase in the average debt balance, and completion of new developments.

Average debt costs was 2.6% p.a. in the nine-month period ended 30 September 2019.

Profit before tax

Profit before tax amounted to €78,040 in the nine-month period ended 30 September 2019, as compared to profit before tax of €81,829 in nine-month period ended 30 September 2018. A decrease in the amount of €3,789 is mainly due to a decrease in revaluation of assets of €9,547 and partially offset by an increase in operating and financial activity (other than revaluation) in the amount of €5,758.

Taxation

Tax expenses amounted to €15,132 in the nine-month period ended 30 September 2019. Taxation consist of €5,685 of current tax expenses and €9,447 of deferred tax expenses.

Net profit

Net profit amounted to €62,908 in the nine-month period ended 30 September 2019, as compared to a net profit of €69,034 in the nine-month period ended 30 September 2018. This mostly resulted from a decrease in revaluation gain of €9,547 combined with higher tax expenses by €2,337, partially offset by an increase in operating and financial activity (other than revaluation) in the amount of €5,758 following completion and acquisition of assets.

Item 5.5.3. Comparison of financial results for the three-month period ended 30 September 2019 with the result for the corresponding period of 2018

Revenues from rental activity

Rental and service revenues increased by €5,186 to €43,347 in the three-month period ended 30 September 2019. During this period, the Group has improved the rental revenue through completion and leasing of GTC White House in 2018 (asset sold in the third quarter of 2019), acquisition of Mall of Sofia in the second quarter of 2018 and completion and leasing of four buildings in Green Heart complex as well as opening of Ada Mall, Advance Business Center I, and Matrix A.

Cost of rental activity

Rental and service cost increased by €1,274to €10,690 in the three-month period ended 30 September 2019 as a result of increased asset portfolio following completion and acquisition of assets.

Gross margin from rental activities

The gross margin (profit) on rental activities increased by €3,912 to €32,657 in three-month period ended 30 September 2019 from €28,745 in the three-month period ended 30 September 2018, mostly resulting from newly completed and acquired properties. Gross margin on rental activities in the three-month period ended 30 September 2019 remained unchanged at 75%.

Administrative expenses

Administrative expenses (before provision for share based program) increased by €5,933 to €8,449 in the threemonth period ended 30 September 2019 due to exercise of phantom shares. Mark-to-market of share based program resulted in recognition of income arising from share based payment of €6,007 in the three-month period ended 30 September 2019 compared to income arising from share based payment of €862 recognized in the threemonth period ended 30 September 2018. The combined expenses increased by €788 to €2,442 in the three-month period ended 30 September 2019 from €1,654 in the three-month period ended 30 September 2018.

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

Net profit from revaluation of the investment properties and impairment of assets amounted to €5,302 in the threemonth period ended 30 September 2019, as compared to a net profit of €7,963 in the three-month period ended 30 September 2018. Net profit from the revaluation of the investment properties reflects mainly revaluation gain on: Spiral, Belgrade Business Center and GTC Metro following rental rate and lease contracts duration improvement and assets under construction: Advance Business Center II, following development and leasing progress. This was partially offset by devaluation of Ada Mall due to increase in provision for cost for completion in the amount of €4,223.

Other income/expense, net

Other income (net of other expense) related to due diligence, business development activity and landbank properties amounted to €395 in the three-month period ended 30 September 2019 as compared to an expense of €1,534 in the three-month period ended 30 September 2018. The expenses were reduced due to a decrease in the cost of due diligence, and different presentation of perpetual usufruct fee on land-bank, which was previously presented as other expenses, and now, under IFRS 16, presented within finance expenses and profit from revaluation.

Foreign exchange differences gain (loss)

Foreign exchange differences gain amounted to €154 in the three-month period ended 30 September 2019, as compared to a foreign exchange loss of €201 in the three-month period ended 30 September 2018.

Financial income

Financial income amounted to €101 in the three-month period ended 30 September 2019 as compared to €80 in the three-month period ended 30 September 2018.

Financial cost

Financial cost increased by €1,258 to €9,073 in the three-month period ended 30 September 2019 as compared to €7,815 in the three-month period ended 30 September 2018 mainly due to expenses related to adoption of IFRS 16 which classifies part of the amortization of lease liability in the amount of €523 to finance costs combined with an increase in the average debt balance, and completion of investments. However average debt costs was 2.6% p.a. in the three-month period ended 30 September 2019.

Profit before tax

Profit before tax increased by €1,518 to €26,731 in the three-month period ended 30 September 2019, as compared to profit before tax of €25,213 in three-month period ended 30 September 2018, this mostly resulted from an increase in operating and financial activity (other than revaluation) in the amount of €4,179 following completion and acquisition of assets partially offset by a lower revaluation gain by €2,661.

Taxation

Tax expenses amounted to €6,670 in the three-month period ended 30 September 2019. Taxation consist of €2,523 of current tax expenses and €4,147 of deferred tax expenses.

Net profit

Net profit amounted to €20,061 in the three-month period ended 30 September 2019, as compared to a net profit of €22,962 in the three-month period ended 30 September 2018, this mostly resulted from higher tax expenses by €4,419 partially offset by an increase in profit before tax.

Item 5. 6. Consolidated cash flow statement

Item 5.6.1. Key items from consolidated cash flow statement

Net cash from (used in) operating activities

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

Net cash used in investing activities

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

Net cash from (used in) financing activities

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

Cash and cash equivalents

Cash balance consists of cash in banks. Cash in banks 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 shortterm deposit rates, if those are positive. All cash is deposited in banks. All cash and cash equivalents are available for use by the Group.

Item 5.6.2. Cash flow analysis

The table below presents an extract of the cash flow for the period of nine months ended on 30 September 2019 and 2018:

Nine-month
period ended
Nine-month
period ended
30 September 30 September
2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from operating activities 73,302 63,124
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property (111,696) (83,265)
Decrease in short term deposits 3,001 15,645
Proceeds related to expropriation of land 4,917 -
Decrease in escrow account - 455
Sale of investment property 72,659 13,613
Purchase of
subsidiary
and completed assets and land
54,296
VAT/tax on purchase/sale of investment property 19,169 1,749
Interest received 84 58
Loans repayments 1,301
Net cash used in investing activities (11,866) (104,740)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 172,641 171,871
Repayment of long-term borrowings (87,804) (130,373)
Repayment of
lease liability
(1,682)
Dividends paid (38,421) (9,752)
Interest paid (21,774) (20,379)
Loans origination cost (1,269) (1,933)
Loan granted to non-controlling interest (9,393)
Decrease/(increase) in short term deposits (11,458) (1,859)
Net cash from (used in) financing activities 10,233 (1,818)
Net foreign exchange difference (409) (808)
Net increase/(decrease)
in cash and cash equivalents
71,260 (44,242)
Cash and cash equivalents, at the beginning of the year 80,456 148,746
Cash and cash equivalents, at the end of the year 151,716 104,504

Net cash flow from operating activities was €73,302 in the nine-month period ended 30 September 2019 compared to €63,124 in the nine-month period ended 30 September 2018, mostly due to improved operating results following new completions and acquisition of assets.

Net cash flow used in investing activities amounted to €11,866 in the nine-month period ended 30 September 2019 compared to €104,740 used in the nine-month period ended 30 September 2018. Cash flow used in investing activities composed of (i) expenditure on investment properties of €111,696 related to: Ada Mall, Green Heart, Advance Business Center, Matrix and Pillar partially offset by proceeds from sale of properties (mainly White House) in the amount of €72,659 and proceeds related to expropriation of land in Bucharest in the amount of €4,917.

Net cash flow from financing activities amounted to €10,233 in the nine-month period ended 30 September 2019, compared to €1,818 of cash flow used in financing activities in the nine-month period ended 30 September 2018. Proceeds from long-term borrowings for the nine-month period ended 30 September 2019 in the amount of €172,641 are related mainly to loans related to assets under construction in the amount of €78,099, refinancing of FortyOne, Duna Tower, Center Point and Globis Poznan in amount of €70,525, loan related to Artico in amount of €14,577, as well as issuance of bonds in the amount of €9,440.

Cash and cash equivalents as 30 September 2019 amounted to €151,716 compared to €104,504 as of 30 September 2018 (and €80,456 at the end of December 2018). The Group keeps its cash in the form of bank deposits, mostly in Euro, with various international banks.

Item 5.7. Future liquidity and capital resources

As of 30 September 2019, the Group holds cash and cash equivalent in the amount of approximately €151,716. The Group believes that its cash balances and cash generated from leasing activities of its investment properties as well as cash available under its existing and future loan facilities will fund its needs.

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

As of 30 September 2019, the Group's non-current liabilities amounted to €1,170,746 compared to €1,154,262 as of 31 December 2018.

The Group's total debt from long and short-term loans and borrowings (incl. liabilities related to assets held for sale) as of 30 September 2019 amounted to €1,199,592 as compared to €1,115,347 as of 31 December 2018. The Group's loans and borrowings are mainly denominated in Euro, and one loan in HUF (Spiral).

The Group's loan-to-value ratio amounted to 44.3% as of 30 September 2019, as compared to 45.0% as of 31 December 2018. The Group's strategy is to keep its loan-to-value ratio at the level not exceeding 50%.

The Group currently negotiates a number of refinancing transactions which will add free cash to the company and defer the amortization profile of its debt. Additionally, the Group expects substantial free inflow from sale of assets held for sale.

As of 30 September 2019, 95% of the Group's loans (by value) were hedged against interest fluctuations, mostly through interest rate swaps and currency swap as mentioned above.

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.

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

During the three and nine-month period ended 30 September 2019 the Group did not grant loans of the value that exceeds 10% of its capital.

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

During the three and nine-month period ended 30 September 2019 the Group did not grant guarantees of the value that exceeds 10% of its capital.

The Company gave typical warranties in connection with sale of its assets, under the sale agreements, and construction cost-overruns guarantees to secure construction loans. The risk involved in above warranties and guarantees is very low.

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

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

The following table presents the Company's shareholders, who had no less than 5% of votes at the Ordinary Shareholders Meeting of GTC S.A., as of the date of publication of this Report. The table is prepared based on information received directly from the shareholders.

Shareholder Number of
shares and
rights to the
shares held
(not in thousand)
% of share
capital
Number of
votes
(not in
thousand)
% of
votes
Change in number
of shares since
22 August 2019
(not in thousand)
GTC Dutch Holdings
B.V.¹
298,575,091 61.49% 298,575,091 61.49% No change
OFE PZU Złota Jesień 50,985,513 10.50% 50,985,513 10.50% No change
AVIVA OFE Aviva
Santander²
37,739,793 7.77% 37,739,793 7.77% No change
Other shareholders 98,254,725 20.24% 98,254,725 20.24% No change
Total 485,555,122 100.00% 485,555,122 100.00% No change

¹ GTC Dutch Holdings B.V. is 100% subsidiary of LSREF III GTC Investments B.V. and is related to Lone Star Real Estate Partners III L.P. ² Number of shares based on shareholder statement regarding a distribution of dividend.

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

Shares held by members of the Management Board

The following table presents shares owned directly or indirectly by members of the Company's Management Board as of 14 November 2019, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (interim report for the three-month period ended 30 June 2019) on 22 August 2019.

The information included in the table is based on information received from members of the Management Board.

Total 198,500 19,850
Erez Boniel 143,500 14,350 No change
Thomas Kurzmann 55,000 5,500 No change
Management Board Member (not in thousand) (not in thousand) (not in thousand)
November
2019
shares in PLN August
2019
Balance as of 14 Nominal value of Change since 22

Shares of GTC held by members of the Supervisory Board

The following table presents shares owned directly or indirectly by members of the Company's Supervisory Board as of 14 November 2019, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (interim report for the six-month period ended 30 June 2019) on 22 August 2019

The information included in the table is based on information received from members of the Supervisory Board.

Nominal value of
Balance as of 14 shares
November 2019 in PLN Change since
Members of Supervisory Board (not in thousand) (not in thousand) 22 August
2019
Alexander Hesse 0 0 No change
Olivier Brahin 0 0 No change
Jan-Christoph
Düdden
0 0 No change
Mariusz Grendowicz 10,158 1,016 No change
Patrick Haerle 0 0 No change
Ryszard Koper 0 0 No change
Marcin Murawski 0 0 No change
Katharina Schade 0 0 No change
Ryszard Wawryniewicz 0 0 No change
Total 10,158 1,016

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

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

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

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

Thomas Digitally signed by Thomas
Kurzma Kurzmann
Date: 2019.11.13
nn 15:50:04 +01'00'

GLOBE TRADE CENTRE S.A.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2019 TOGETHER WITH INDEPENDENT AUDITORS` REVIEW REPORT

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 30 September 2019 (in thousands of Euro)

Note 30 September 2019
(unaudited)
31 December 2018
(Audited)
ASSETS
Non-current assets
Investment property 8 2,231,556 2,113,068
Residential landbank 13,356 12,698
Property, plant and equipment 7,884 6,712
Deferred tax asset 244 52
Other non-current assets 114 129
2,253,154 2,132,659
Loan granted to non-controlling interest partner 9 10,480 10,282
Total non-current assets 2,263,634 2,142,941
Assets held for sale 11 48,522 76,196
Current assets
Accounts receivables 6,662 4,449
Receivables related to expropriation of land 17 - 4,917
Accrued income 5,001 1,066
VAT receivable 12 4,152 5,156
Income tax receivable 833 1,233
Prepayments and deferred expenses 3,544 1,401
Short-term deposits 10 47,566 39,109
Cash and cash equivalents 151,716 80,456
219,474 137,787
TOTAL ASSETS 2,531,630 2,356,924

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 30 September 2019 (in thousands of Euro)

EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital
19
Share premium
Capital reserve
19
Hedge reserve
Foreign currency translation
Accumulated profit
Non-controlling interest
9
Total Equity
Non-current liabilities
Long-term portion of long-term borrowing
14
11,007
10,960
550,522 546,711
(43,098) (36,054)
(8,796) (4,542)
232 1,680
517,992 496,996
1,027,859 1,015,751
13,778 5,044
1,041,637 1,020,795
953,817 993,453
Lease liability
15
45,691 -
Deposits from tenants 12,652 10,375
Long term payable 2,597 3,045
Provision for share based payment 1,144 4,533
Derivatives 6,685 3,736
Provision for deferred tax liability 148,160 139,120
1,170,746 1,154,262
Liabilities directly associated with asset held for sale
11
19,859 -
Current liabilities
Investment and trade payables and provisions
13
46,682 50,499
Current portion of long-term borrowing
14
225,916 121,894
Current portion of lease liability
15
111 -
VAT and other taxes payable
12
19,981 1,636
Income tax payable 1,669 1,114
Derivatives 3,793 1,887
Advances received
16
1,236
4,837
TOTAL EQUITY AND LIABILITIES 299,388 181,867

Globe Trade Centre S.A. Interim Condensed Consolidated Income Statement for the nine-month period ended 30 September 2019 (in thousands of Euro)

Note Nine-month
period ended
30 September
2019
(unaudited)
Nine-month
period ended
30 September
2018
(unaudited)
Three-month
period ended
30 September
2019
(unaudited)
Three-month
period ended
30 September
2018
(unaudited)
Rental revenue 5 93,866 81,735 32,903 28,375
Service revenue 5 30,763 28,988 10,444 9,786
Residential revenue - 4,578 -
Service costs 5 (30,861) (27,937) (10,690) (9,416)
Residential costs - (3,868) -
Gross margin from operations 93,768 83,496 32,657 28,745
Selling expenses (1,098) (1,566) (363) (371)
Administration expenses 6 (11,209) (5,753) (2,442) (1,654)
Profit from revaluation/impairment of
assets 8 21,784 31,331 5,302 7,963
Other income 934 530 647 123
Other expenses (837) (4,414) (252) (1,657)
Profit (loss) from continuing
operations before tax and finance
income / (expense)
103,342 103,624 35,549 33,149
Foreign exchange differences gain/
(loss), net (275) 93 154 (201)
Finance income
Finance cost
7 282
(25,309)
238
(22,126)
101
(9,073)
80
(7,815)
Profit before tax 78,040 81,829 26,731 25,213
Taxation 18 (15,132) (12,795) (6,670) (2,251)
Profit (loss) for the period 62,908 69,034 20,061 22,962
Attributable to:
Equity holders of the Company 62,575 68,375 19,893 22,784
Non-controlling interest 9 333 659 168 178
Basic earnings per share (in Euro) 21 0.13 0.14 0.04 0.05

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Comprehensive Income for the nine-month period ended 30 September 2019 (in thousands of Euro)

Nine -month
period ended 30
September 2019
(unaudited)
Nine -month
period ended 30
September 2018
(unaudited)
Three-month
period ended 30
September 2019
(unaudited)
Three-month
period ended 30
September 2018
(unaudited)
Profit (loss) for the period 62,908 69,034 20,061 22,962
Gain (loss) on hedge transactions
Income tax
(4,856)
602
(1,097)
222
(1,857)
201
343
(91)
Net gain (loss) on hedge transactions (4,254) (875) (1,656) 252
Foreign currency translation (1,448) (1,211) (1,208) 374
Net other comprehensive income for
the period, net of tax to be reclassified
to profit or loss in subsequent periods
(5,702) (2,086) (2,864) 626
Total comprehensive income for the
period, net of tax
57,206 66,948 17,197 23,588
Attributable to:
Equity holders of the Company 56,873 66,289 17,029 23,410
Non-controlling interest 333 659 168 178

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Changes in Equity for the nine-month period ended 30 September 2019 (in thousands of Euro)

Share Capital Share premium Capital reserve Hedge reserve Foreign currency
translation
reserve
Accumulated
profit
Total Non-controlling
interest
Total
Balance as of 1
January
2019
10,960 546,711 (36,054) (4,542) 1,680 496,996 1,015,751 5,044 1,020,795
Other comprehensive income - - - (4,254) (1,448) - (5,702) - (5,702)
Profit / (loss) for the period
ended 30 September
2019
- - - - - 62,575 62,575 333 62,908
Total comprehensive
income / (loss) for the
period
- - - (4,254) (1,448) 62,575 56,873 333 57,206
Transactions with non
controlling interest
- - (7,044) - - - (7,044) 8,830 1,786
Distribution of dividend - - - - - (41,579) (41,579) (429) (42,008)
Issuance of shares 47 3,811 - - - - 3,858 - 3,858
Balance as of 30 September
2019 (unaudited)
11,007 550,522 (43,098) (8,796) 232 517,992 1,027,859 13,778 1,041,637
Balance as of 10,651 520,504 (36,054) (2,365) 2,323 441,977 937,036 4,226 941,262
1
January
2018
Other comprehensive income
- - - (875)
Profit / (loss) for the period
ended 30 September 2018
- - - - (1,211)
-
-
68,375
(2,086)
68,375
-
659
(2,086)
69,034
Total comprehensive
income / (loss) for the
period
- - - (875) (1,211) 68,375 66,289 659 66,948
Distribution of dividend - - - - - (36,183) (36,183) - (36,183)
Issuance of shares 309 26,207 - - - - 26,516 - 26,516
Balance as of 30 September
2018
(unaudited)
10,960 546,711 (36,054) (3,240) 1,112 474,169 993,658 4,885 998,543

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Cash Flows for the nine-month period ended 30 September 2019 (in thousands of Euro)

Nine-month
period
ended
30
September
2019
Nine-month
period ended
30 September
2018
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: Note
Profit before tax 78,040 81,829
Adjustments for:
Loss/(profit) from revaluation/impairment of assets (21,784) (31,331)
Share of loss (profit) of associates and joint ventures -
Profit on disposal of assets -
Foreign exchange differences loss/(gain), net 275 (92)
Finance income (282) (238)
Finance cost 25,310 22,126
Share based payment (income) / expenses (3,389) (2,236)
Depreciation and amortization 496 405
Operating cash before working capital changes 78,666 70,463
Increase in trade receivables, prepayments and other current assets (3,120) (1,047)
Decrease/ (increase) in inventory - 3,755
Increase/(decrease) in advances received (35) (2,733)
Increase in deposits from tenants 2,277 125
Increase/(decrease) in trade and other payables 289 (1,279)
Cash generated from operations 78,077 69,284
Tax paid in the period (4,775) (6,160)
Net cash flows from operating activities 73,302 63,124
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property (111,696) (83,265)
Decrease in short term deposits 3,001 15,645
Proceeds related to expropriation of land 17 4,917 -
Purchase of completed assets and land (16,450)
Purchase of subsidiary (37,846)
Decrease/(Increase) in Escrow accounts for purchase of assets 455
Sale of investment property
VAT/CIT on purchase/sale of investment property
11 72,659
19,169
13,613
1,749
Interest received 84 58
Loans repayments 1,301
Net cash flows from/(used in) investing activities (11,866) (104,740)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 14 172,641 171,871
Repayment of long-term borrowings 14 (87,804) (130,373)
Repayment of lease liabilities (1,682) -
Dividends paid (37,992) (9,752)
Dividends paid to non-controlling interest (429) -
Interest paid (21,774) (20,379)
Loans origination cost (1,269) (1,933)
Loan granted to non-controlling interest (9,393)
Decrease/(increase) in blocked deposits 10 (11,458) (1,859)
Net cash from/(used in) financing activities
Effect of foreign currency translation
10,233
(409)
(1,818)
(808)
Net increase / (decrease) in cash and cash equivalents 71,260 (44,242)
Cash and cash equivalents at the beginning of the period 80,456 148,746
Cash and cash equivalents at the end of the period 151,716 104,504

1. Principal activities

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

The major shareholder of the Company is GTC Dutch Holdings B.V. ("LSREF III"), controlled by Lone Star, a global private equity firm, which held 298,575,091 shares 61.49% of total share as of 30 September 2019.

Events in the period

Completion of investments

In April 2019, GTC Group has completed the construction of office building (Green Heart N2) in Belgrade.

In May 2019, GTC Group has completed the construction of shopping centre (Ada Mall) in Belgrade.

In June 2019, GTC Group has completed the construction of office building (ABC I) in Sofia.

In July 2019, GTC Group has completed the construction of office building (Matrix I) in Zagreb.

In July 2019, GTC Group has completed the construction of office building (Green Heart N1) in Belgrade.

Issuance of bonds and refinance

In December 2018, the Group repaid the loan for Artico office building in the amount of Euro 12.9 million and signed new loan agreement for the refinancing Artico office building in the amount of Euro 14.6 million with PKO BP. The loan was drawn in January 2019.

On 14 February 2019, Midroog (Israel-based credit rating agency accredited by the State of Israel) assigned an A2.il rating with a stable outlook for repayment capability of debt that the Company might raise in Israel, in the amount of up to Euro 70 million.

In March 2019, the Group and UniCredit signed a new loan agreement in the amount of Euro 20 million (including Euro 3.5 million top up after completion, subject to agreed conditions), for the construction of ABC II.

In March 2019, the Group refinanced Fortyone offices in Belgrade. The total loan amounted to Euro 40 million.

In April 2019, the Company issued new bonds denominated in Euro with a total amount of Euro 9.4 million to be repaid in April 2022.

In July 2019, the Group and OTP signed a loan agreement, which refinanced the existing loan of Duna Tower and Center Point in Budapest with a top-up of Euro 27 million, to a total of Euro 93 million.

The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements

1. Principal activities (continued)

In August 2019, the Group and Erste signed a new loan agreement to finance the construction of Matrix II, in the amount of Euro 11.7 million construction loan to be increased by Euro 2.8 million after completion.

Sale of Assets

In September 2019, the Group sold GTC White House office building in Budapest for a total amount of Euro 70.7 million and the bank loan related to this investment was fully repaid.

In June 2019, the Company signed preliminary agreement for the sale of the company that holds Neptun Office Center, Gdansk (see note 11). Accordingly, as of 30 September 2019 the asset was presented within the assets held for sale, with a total fair value of Euro 44.3 million. The bank loan was presented within liabilities held for sale, with a total book value of Euro 19.9 million.

Distribution of dividend

In May 2019, the Company's shareholders adopted a resolution regarding distribution of dividend in the amount of PLN 178.9 million (Euro 41.6 million). In June 2019, the Company issued 2,018,126 series N Shares to the Company's shareholders who elected to receive the dividend in shares (Euro 4 million), and paid dividend in cash in the amount of Euro 37.6 million to the remaining shareholders.

2. Basis of preparation

The Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2019 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by EU.

At the date of authorisation of these consolidated financial statements, taking into account the EU's ongoing process of IFRS endorsement and the nature of the Group's activities, there is no difference between International Financial Reporting Standards applying to these consolidated financial statements and International Financial Reporting Standards endorsed by the European Union.

The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements and the notes thereto for the year ended 31 December 2018, which were authorized for issue on 20 March 2019. 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 effecting earnings for the period.

As of 30 September 2019, the Group's net working capital (defined as current assets less current liabilities) was negative and amounted to Euro 79.9 million as some loans that are expected to be refinanced were temporarily classified as current liabilities. The Group signed preliminary sale agreements and consider offers it received for the sale of few assets (see note 11). Those assets are presented within Assets held for sale, (net of liabilities held for sale), in the amount of Euro 28.6 million. In addition the Company raised new bonds in the amount of PLN 220 million (see note 23)

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.

3. Significant accounting policies and new standards, interpretations and amendments

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 2018 (see Note 7 to the consolidated financial statements for 2018), except for the adoption of new standards effective as of 1 January 2019. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. No changes to comparative data or error corrections were made (except of the matter described in note 22).

Standards issued and effective for financial years beginning on or after 1 January 2019:

  • IFRS 16 Leases (issued on 13 January 2016) effective for financial years beginning on or after 1 January 2019;
  • IFRIC 23 Uncertainty over Income Tax Treatments (issued on 7 June 2017) effective for financial years beginning on or after 1 January 2019;
  • Amendments to IFRS 9: Prepayment Features with Negative Compensation (issued on 12 October 2017) - effective for financial years beginning on or after 1 January 2019;
  • Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures (issued on 12 October 2017) – effective for financial years beginning on or after 1 January 2019;
  • Amendments to IAS 19: Plan Amendment, Curtailment or Settlement (issued on 7 February 2018) effective for financial years beginning on or after 1 January 2019;
  • Annual Improvements to IFRS Standards 2015-2017 Cycle (issued on 12 December 2017) effective for financial years beginning on or after 1 January 2019;

The Company's assessment is that above changes (new standards/ amendments) has no material impact, except of the impact of IFRS 16, as described below:

IFRS 16 Leases

In January 2016, the IASB issued the final version of International Financial Reporting Standard 16 Leases ("IFRS 16"). IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessor provide relevant information that faithfully represents those transactions:

  • IFRS 16 requires lessees to recognise most long term leases on their balance sheets. Lessor accounting is substantially unchanged to the existing accounting under IAS 17 Leases.
  • Lessees have a single accounting model for all leases, with certain exemptions.
  • It requires the disclosure of new information about leases that hasn't previously been required.

There are two types of leases in GTC group that are subject to IFRS 16 and affect the financial statements.

Leasing property rented to tenants - Primary activity of GTC Group.

For this leasing activity, GTC Group acts as a Lessor. As was mentioned previously, a lessor accounting under IFRS 16 is substantially unchanged, therefore we do not expect any influence on the Group.

Leases of lands under perpetual usufruct where the Group acts as Lessee

3. Significant accounting policies and new standards, interpretations and amendments (continued)

Perpetual usage payments are payments, which are done in advance or in arrears on an annual or monthly basis within define period (from 33 to 87 years). Perpetual usage payments are done in Poland, Croatia, Romania and Serbia.

Due to the fact that perpetual usage payments, by substance, are treated as lease payments, payments are to be considered under IFRS 16.

In the consolidated financial position statements the Group recognized, on 1 January 2019, a Right-of-Use and Lease Liabilities in an amount of Euro 47 million as following:

Right of use of lands under perpetual usufruct in the amount of 46 million is presented as part of the Investment Property, with separate disclosure in a separate note.

Right of use of lands under perpetual usufruct in the amount of 1 million is presented as part of the residential landbank.

Lease Liabilities is in the amount of 47 million presented separately, as part of the Short term and Long term Liabilities, with a separate disclosure.

In the Consolidated Income Statement the Group used to present the lease payments for completed assets within the Operating expenses and for landbank within Other expenses. Under IFRS 16 the Group presents the amortization of Right-of-Use or the change in fair value of Right-of-Use within the profit (loss) on Revaluations. Interest embedded within land leases is presented as Finance expenses.

The Right of Use of lands under perpetual usufruct is amortized over the lease period (for cost method) or valued using the fair value approach (for investment properties valued in fair value).

The Group transitioned to IFRS 16 in accordance with the modified retrospective approach. The prior year figures were not adjusted.

The Group entered into several other leases. Those leases are immaterial, thus are not treated in accordance with IFRS 16. Additionally, the Group has decided not to apply the new guidelines to leases whose term will end within twelve months of the date of initial application. In such cases the lease is accounted as short term lease.

3. Significant accounting policies and new standards, interpretations and amendments (continued)

Standards issued but not yet effective:

  • IFRS 14 Regulatory Deferral Accounts (issued on 30 January 2014) The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard– not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2016;
  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture (issued on 11 September 2014) - the endorsement process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB;
  • IFRS 17 Insurance Contracts (issued on 18 May 2017) not yet endorsed by EU at the date of approval of these financial statements - effective for financial years beginning on or after 1 January 2021;
  • Amendments to References to the Conceptual Framework in IFRS Standards (issued on 29 March 2018) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2020;
  • Amendment to IFRS 3 Business Combinations (issued on 22 October 2018) not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2020;
  • Amendments to IAS 1 and IAS 8: Definition of Material (issued on 31 October 2018) not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2020.

The effective dates are dates provided by the International Accounting Standards Board. Effective dates in the European Union may differ from the effective dates provided in standards and are published when the standards are endorsed by the European Union.

4. Investment in Subsidiaries, Associates and Joint Ventures

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

Subsidiaries

Name Holding
Company
Country of
incorporation
30 September
2019
31 December
2018
GTC Konstancja Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Korona S.A. GTC S.A. Poland 100% 100%
Globis Poznań Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Aeropark Sp. z o.o. GTC S.A. Poland 100% 100%
Globis Wrocław Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Satellite Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Neptune Gdansk Sp. z o.o. GTC S.A. Poland 100% 100%
GTC 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. GTC S.A. Poland 100% 100%
Glorine investments Sp. z o.o. s.k.a. GTC S.A. Poland 100% 100%
GTC Galeria CTWA Sp. z o.o. GTC S.A. Poland 100% 100%
Artico Sp. z o.o GTC S.A. Poland 100% 100%
Julesberg Sp. z o.o. (1) GTC S.A. Poland 100% 100%
Jowett Sp. z o.o. (1) GTC S.A. Poland 100% 100%
GTC Hungary Real Estate Development Company Ltd.
("GTC Hungary")
GTC S.A. Hungary 100% 100%
GTC Duna Kft. GTC Hungary Hungary 100% 100%
Vaci Ut 81-85 Kft. GTC Hungary Hungary 100% 100%
Riverside Apartmanok Kft. ("Riverside") (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%
Spiral II Hungary. Kft. GTC Hungary Hungary 100% 100%
River Loft Apartmanok Ltd. (2) GTC Hungary Hungary - 100%
SASAD Resort Kft. ("Sasad") GTC Hungary Hungary 100% 100%
Albertfalva Üzletközpont Kft. ("formerly Szeremi Gate") GTC Hungary Hungary 100% 100%
GTC Metro Kft. GTC Hungary Hungary 100% 100%
Kompakt Land Kft GTC Hungary Hungary 100% 100%
GTC White House Kft. ("formerly GTC Renaissance
Plaza Kft.")
GTC Hungary Hungary 100% 100%
VRK Tower Kft GTC Hungary Hungary 100% 100%
Amarantan Ltd. GTC Hungary Hungary 100% 100%

(1) Under liquidation

(2) Liquidated

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

Name Holding
Company
Country of
incorporation
30 September
2019
31 December
2018
GTC Nekretnine Zagreb d.o.o.("GTC Zagreb") GTC S.A. Croatia 100% 100%
Euro Structor d.o.o. GTC S.A. Croatia 70% 70%
Marlera Golf LD d.o.o. GTC S.A. Croatia 80% 80%
Nova Istra Idaeus d.o.o. Marlera Golf LD
d.o.o
Croatia 80% 80%
GTC 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%
Galleria Shopping Center S.R.L. (formerly
"International Hotel and Tourism S.R.L.") (1)
GTC S.A. Romania - 100%
Green Dream S.R.L. GTC S.A. Romania 100% 100%
Aurora Business Complex S.R.L GTC S.A. Romania 71.5% 71.5%
Cascade Building S.R.L GTC S.A. Romania 100% 100%
City Gate Bucharest S.R.L. GTC S.A. Romania 100% 100%
Mablethompe Investitii S.R.L. (2) GTC S.A. Romania - 100%
Venus Commercial Center S.R.L. GTC S.A. Romania 100% 100%
Beaufort Invest S.R.L. GTC S.A. Romania 100% 100%
Fajos S.R.L. GTC S.A. Romania 100% 100%
City Gate S.R.L. GTC S.A. Romania 100% 100%
City Rose Park SRL (previously Complexul
Residential Colentina 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) Sold

(2) Liquidated

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

Name Holding
Company
Country of
incorporation
30 September
2019
31 December
2018
NRL EAD GTC S.A. Bulgaria 100% 100%
Advance Business Center EAD GTC S.A. Bulgaria 100% 100%
GTC Yuzhen Park EAD ("GTC Yuzhen") GTC S.A. Bulgaria 100% 100%
Dorado 1 EOOD GTC S.A. Bulgaria 100% 100%
GTC Medj Razvoj Nekretnina d.o.o. Beograd GTC S.A. Serbia 100% 100%
GTC Business Park d.o.o. Beograd GTC S.A. Serbia 100% 100%
Commercial and Residential Ventures d.o.o. Beograd GTC S.A. Serbia 100% 100%
Demo Invest d.o.o. Novi Beograd GTC S.A. Serbia 100% 100%
Atlas Centar d.o.o. Beograd GTC S.A. Serbia 100% 100%
Commercial Development d.o.o. Beograd GTC S.A. Serbia 100% 100%
Glamp d.o.o. Beograd GTC S.A. Serbia 100% 100%
GTC BBC d.o.o GTC S.A. Serbia 100% 100%
Europort Investment (Cyprus) 1 Limited GTC S.A. Cyprus 100% 100%
Europort Ukraine Holdings 1 LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%
Europort Ukraine LL Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%
Europort Project Ukraine 1 LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%

Investment in Associates and Joint Ventures

Name Holding Country of 30 September 31 December
Company incorporation 2019 2018
CID Holding S.A. ("CID") (1) GTC S.A. Luxembourg 35% 35%

(1) Under liquidation

5. Segmental analysis

The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets and other factors.

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 nine month period ended 30 September 2019 and 30 September 2018 is presented below:

2019 2018
Portfolio Revenues Costs Gross
margin
Revenues Costs Gross
margin
Poland 56,681 (15,337) 41,344 60,226 (18,905) 41,321
Belgrade 20,383 (4,559) 15,824 14,666 (3,162) 11,504
Budapest 18,569 (4,458) 14,111 16,087 (3,756) 12,331
Bucharest 13,011 (2,312) 10,699 12,997 (2,714) 10,283
Zagreb 8,202 (2,837) 5,365 8,161 (2,680) 5,481
Sofia (*) 7,783 (1,358) 6,425 3,164 (588) 2,576
Total 124,629 (30,861) 93,768 115,301 (31,805) 83,496

Segment analysis of rental income and costs for the three month period ended 30 September 2019 and 30 September 2018 is presented below:

2019 2018
Portfolio Revenues Costs Gross
margin
Revenues Costs Gross
margin
Poland 18,458 (5,221) 13,237 18,387 (4,697) 13,690
Belgrade 8,678 (1,839) 6,839 4,852 (966) 3,886
Budapest 6,171 (1,412) 4,759 5,454 (1,408) 4,046
Bucharest 4,431 (726) 3,705 4,408 (945) 3,463
Zagreb 2,833 (991) 1,842 2,692 (924) 1,768
Sofia (*) 2,776 (501) 2,275 2,368 (476) 1,892
Total 43,347 (10,690) 32,657 38,161 (9,416) 28,745

(*) Income relates to the Mall of Sofia, which was acquired on 31 May 2018.

5. Segmental analysis (continued)

Real
estate
Cash and
deposits
Other Total
assets
Loans,
bonds
and
leases
Deferred
tax
liability
Other Total
liabilities
Poland 1,039,266 40,946 5,052 1,085,264 504,655 74,683 34,111 613,449
Belgrade 416,914 19,489 5,482 441,885 208,311 14,591 24,319 247,221
Budapest 306,884 43,951 6,231 357,066 127,650 11,940 25,156 164,746
Bucharest 218,959 9,953 1,448 230,360 111,391 12,284 5,148 128,823
Zagreb 155,986 4,619 11,499 172,104 57,290 17,422 10,220 84,932
Sofia 150,300 9,078 2,093 161,471 78,641 7,422 6,986 93,049
Other 11,971 32 14 12,017 - - 1,184 1,184
Non
allocated
- 71,214 249 71,463 143,837 9,818 2,934 156,589
2,300,280 199,282 32,068 2,531,630 1,231,775 148,160 110,058 1,489,993

Segment analysis of assets and liabilities as of 30 September 2019 is presented below:

Segment analysis of assets and liabilities for the years ended 31 December 2018 is presented below:

Real
estate
Cash and
deposits
Other Total
assets
Loans
and
bonds
Deferred
tax
liability
Other Total
liabilities
Poland 1,003,436 13,557 6,544 1,023,537 493,664 72,078 16,555 582,297
Belgrade 359,089 11,984 2,468 373,541 142,242 14,279 17,486 174,007
Budapest 354,760 14,096 1,269 370,125 113,132 11,304 11,855 136,291
Bucharest 214,450 13,030 6,176 233,656 109,685 11,082 9,955 130,722
Zagreb 136,424 3,995 11,029 151,448 48,000 16,776 8,896 73,672
Sofia 128,547 3,920 1,665 134,132 64,044 7,213 3,225 74,482
Other 10,910 11 - 10,921 - - 1,184 1,184
Non
allocated
- 58,972 592 59,564 150,951 6,388 6,135 163,474
Total 2,207,616 119,565 29,743 2,356,924 1,121,718 139,120 75,291 1,336,129

6. Administration expenses

Administration expenses for the period of nine-months ended 30 September 2018 and 30 September 2019 comprises the following amounts:

Nine-month
period ended
30 September
2019
Nine-month
period ended
30 September
2018
Three-month
period ended
30 September
2019
Three-month
period ended
30 September
2018
(unaudited) (unaudited) (unaudited) (unaudited)
Administration expenses 14,598 7,989 8,449 2,516
Income arising from
provision for share
based payment (*)
(3,389) (2,236) (6,007) (862)
11,209 5,753 2,442 1,654

(*) Non-cash fair value adjustment, influenced by the change of share price and exercise of phantom shares

7. Finance costs

Finance costs for the period of nine-months ended 30 September 2019 and 30 September 2018 comprises the following amounts:

Nine-month
period ended
30 September
2019
Nine-month
period ended
30 September
2018
Three-month
period ended
30 September
2019
Three-month
period ended
30 September
2018
(unaudited) (unaudited) (unaudited) (unaudited)
Finance costs related to
loans and bonds
23,731 22,126 8,550 7,815
Finance costs related to
lease liability
1,579 - 523 -
25,310 22,126 9,073 7,815

8. Investment Property

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

Investment property can be split up as follows:

30 September 2019 31 December
2018
(unaudited) (audited)
Completed investment property 2,013,325 1,791,910
Investment property under construction 61,235 190,051
Investment property landbank at cost 112,741 131,107
Right of use of lands under perpetual usufruct 44,255 -
Total 2,231,556 2,113,068

The movement in investment property for the periods ended 30 September 2019 (unaudited) and 31 December 2018 (audited) was as follows:

Right of
Use of land
Level 2 Level 3
and cost
Total
Carrying amount as of 1 January
2018
- 1,381,290 555,551 1,936,841
Hierarchy level reclassification - 30,300 (30,300) -
Capitalised subsequent expenditure - 30,582 82,524 113,106
Purchase of completed buildings - 6,799 9,649 16,448
Purchase of subsidiaries holding land
plots
- - 96,784 96,784
Adjustment to fair value / (impairment) - 107 40,018 40,125
Land Disposals - - (11,694) (11,694)
Classified to assets held for sale - (70,000) (6,884) (76,884)
Foreign exchange differences - (1,761) 103 (1,658)
Carrying amount as of 31 December
2018
- 1,377,317 735,751 2,113,068
Capitalised subsequent expenditure - 9,428 97,874 107,302
Recognition of right of use of lands
under perpetual usufruct
45,362 - - 45,362
Prepaid right of use of lands under
perpetual usufruct
(294) - - (294)
Adjustment to fair value / (impairment) 15,546 5,362 20,908
Amortization of right of use of lands
under perpetual usufruct
(274) (274)
Classified to assets for own use, net (899) (301) (1,200)
Classified to assets held for sale
(Neptun Office Center)
(707) (44,034) (3,781) (48,522)
Disposals - - (3,029) (3,029)
Foreign exchange differences 168 (2,045) 112 (1,765)
Carrying amount as of 30
September 2019
44,255 1,355,313 831,988 2,231,556

8. Investment Property (continued)

Fair value and impairment adjustment consists of the following:

Nine-month
period ended
30 September
2019
Nine-month
period ended
30 September
2018
Three-month
period ended
30 September
2019
Three-month
period ended
30 September
2018
(unaudited) (unaudited) (unaudited) (unaudited)
Adjustment to fair value of completed
investment properties
14,209 (3,331) 8,826 (2,144)
Adjustment to fair value of Investment
properties under construction
6,201 32,606 (4,057) 10,107
Reversal of impairment/(Impairment)
adjustment
498 2,056 59 -
Total adjustment to fair value /
(impairment) of investment property
20,908 31,331 4,828 7,963
Impairment of residential landbank (532) - 10 -
Adjustment of assets held for sale (*) 1,712 - 566 -
Amortization of right of use of lands under
perpetual usufruct (including on residential
landbank)
(304) - (102) -
Total 21,784 31,331 5,302 7,963

(*) Galeria Bucharest land in Romania and White House office building in Budapest.

Assumptions used in the valuations of completed assets as of 30 September 2019 (unaudited) are presented below:

Portfolio Book value GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV
Fair Value
Hierarchy
Level
'000 Euro sqm % Euro/
sqm/m
Euro/
sqm/m
Poland retail 510,030 113 92% 22.1 22.2 2
Poland office 399,348 196 91% 14.4 14.1 2
Belgrade retail 135,600 34 99% 21.1 21.9 3
Belgrade office 261,081 117 96% 16.7 16.5 3
Budapest office 255,513 125 96% 12.7 13.7 2
Bucharest office 190,421 67 97% 18.7 19.4 2
Zagreb retail 104,813 34 99% 20.7 20.3 3
Zagreb office 23,719 11 83% 13.2 14.6 3
Sofia office 34,400 16 99% 14.0 14.1 3
Sofia retail 98,400 33 100% 21.1 20.9 3
Total 2,013,325 746 94% 16.9 17.0

8. Investment Property (continued)

Assumptions used in the valuations of completed assets as of 31 December 2018 (audited) are presented below:

Portfolio Book value GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV (*)
Fair Value
Hierarchy
Level
'000 Euro sqm % Euro/ Euro/
Poland retail 516,930 113 94% sqm/m
21.1
sqm/m
22.0
Poland office 432,610 212 89% 14.2 14.1 2
2
Belgrade office 211,782 97 94% 16.0 16.5 3
Budapest office 237,740 125 98% 12.3 12.5 2
Bucharest office 190,036 67 94% 18.8 19.4 2
Zagreb retail 104,812 34 95% 20.6 20.3 3
Sofia retail 98,000 33 98% 19.8 20.4 3
Total 1,791,910 681 93% 16.3 16.6

Information regarding investment properties under construction as of 30 September 2019 (unaudited) is presented below:

Book value Estimated area (GLA)
'000 Euro thousand sqm
Belgrade (Green Heart N3) 8,880 5
Sofia ( ABC II) 17,500 18
Budapest (Pillar) (*) 21,565 29
Zagreb (Matrix II) (*) 13,290 11
Total 61,235 63

(*) Investment is presented at cost.

Information regarding to investment properties under construction as of 31 December 2018 is presented below:

Book value Estimated area (GLA)
'000 Euro thousand sqm
Belgrade (Ada Mall, Green Heart N1, N2, N3) 140,980 59
Sofia (ABC I, ABC II) 30,547 33
Zagreb (Matrix I, Matrix II) 18,524 21
Total 190,051 113

8. Investment Property (continued)

Information regarding book value of investment property landbank for construction as of 30 September 2019 and 31 December 2018 is presented below:

30 September 2019 31 December 2018
(unaudited) (audited)
Poland 37,668 39,270
Serbia 6,873 5,510
Hungary 24,380 38,921
Romania 14,835 13,895
Croatia 13,702 12,600
Total 97,458 110,196

Information regarding book value of investment property landbank (long term pipeline) as of 30 September 2019 and 31 December 2018 is presented below:

30 September 2019 31 December 2018
(unaudited) (audited)
Poland 7,969 12,351
Hungary 3,400 4,500
Bulgaria 1,800 1,800
Ukraine 2,114 2,260
Total 15,283 20,911
Grand Total 112,741 131,107

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 resolution for distribution of dividend, Euro Structor has the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan shall be due for repayment upon the sale.

Summarised financial information of the material non-controlling interest as of 30 September 2019 (unaudited) is presented below:

Avenue Mall Non-core projects Total
NCI share in equity 23,947 (10,169) 13,778
Loans granted to NCI (10,480) - (10,480)
Loans received from NCI - 8,223 8,223
Total as of 30 September 2019 13,467 (1,946) 11,521
NCI share in profit / (loss) 1,000 (667) 333

On 30 September 2019, the Company and the minority partner (NCI) approved shareholders resolutions to buy out the minority interest in Aurora Business Complex S.R.L (Romania). According to the resolutions, the minority partner will sell its shares in Aurora Business Complex S.R.L and the related shareholders loans to the Company for LEI 10 (Euro 2).

The negative NCI (Aurora, Bucharest) share amounted to Euro 9.5 million was transferred to capital reserve. Loans from NCI amounted to Euro 2.4 million were assigned to GTC based on the abovementioned resolution.

As result of the transaction, the Company's total equity increased by Euro 2.4 million.

10. Short term deposits

Short-term deposits include deposits related to loan agreements, derivatives, and other contractual commitments and can be used only for certain operating activities as determined by underlying agreements.

In March 2019, an amount of Euro 28.1 million was drawn from the Ada Mall (Belgrade) construction loan, and deposited temporarily in order to settle contractual commitments related to the construction of this project.

11. Assets and liabilities held for sale

.

Assets held for sale comprises the following:

30 September
2019
31 December
2018
Neptun Office Center, Gdansk 44,267 -
GTC Whitehouse office building, Budapest - 70,000
Mikolowska land plot, Katowice 4,255 -
Spiral 2 land plot, Budapest - 2,630
Galeria Bucharest land plot - 3,566
Balance the end of the period 48,522 76,196

Liabilities held for sale in the amount of Euro 19,859 thousand comprise the outstanding bank loan in the company, which holds Neptune Office Centre in Gdansk.

Proceeds from sale of assets comprises the following:

Nine-month period
ended
30 September
2019
Nine-month period
ended
30 September
2018
GTC Whitehouse office building Budapest 67,000 -
Karkonoska land plot, Wroclaw 3,029 -
Spiral 2 land plot, Budapest 2,630 340
Advance paid on Galeria Bucharest land plot - 1,122
Vasas landbank, Budapest - 4,525
Green Dream landbank, Bucharest - 7,626
Total 72,659 13,613

12. VAT and other tax receivable / payables

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

An amount of Euro 18.1 million of VAT payable as of 30 September 2019 relates to the sale of White House office building (see note 1).

13. Trade and other payables

The balance of trade and other payables decreased from Euro 50.4 million to Euro 46.7 million in the nine months period ended 30 September 2019.

The majority of the payables relates to development activity payables in Ada Mall, Green Heart, ABC, Pillar and Matrix. Amount is planned to be financed mostly by long term loans.

Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2019 (in thousands of Euro)

14. Long-term loans and bonds

30 September
2019
31 December
2018
Bonds mature in 2018-4/2019 - 15,799
Bonds 1019 29,231 28,959
Schuldschein 1219 15,306 15,023
Bonds 0320 18,499 18,673
Bonds 0620 40,444 40,070
Bonds 1220 10,205 10,117
Bonds 0321 20,546 20,737
Bonds 0422 9,606 -
Loan from OTP (GTC) - 1,573
Loan from Santander (Globis Poznan) 17,736 15,084
Loan from Santander (Korona Business Park) 43,749 44,756
Loan from PKO BP (Pixel) 20,070 20,577
Loan from Santander (Globis Wroclaw) 22,234 22,754
Loan from ING (Nothus and Zephirus) - 9,332
Loan from Berlin Hyp (Corius) 10,464 10,721
Loan from Pekao (Sterlinga) 15,794 16,188
Loan from Pekao (Neptun Office Center) (*) - 20,411
Loan from Pekao (Galeria Polnocna) 191,154 194,904
Loan from PKO BP (Artico) 14,413 -
Loan from Pekao (Galeria Jurajska) 85,024 87,680
Loan from Berlin Hyp (UBP) 28,443 29,140
Loan from ING (Francuska) 21,712 22,117
Loan from OTP (Centre Point) 51,929 42,042
Loan from CIB (Metro) 14,723 15,554
Loan from Erste (Spiral) 20,686 22,586
Loan from Erste (GTC White House) - 7,904
Loan from OTP (Duna) 40,269 25,046
Loan from Erste (GTC House) 11,132 11,718
Loan from Erste (19 Avenue) 22,753 23,499
Loan from OTP (BBC) 21,992 22,595
Loan from Raiffeisen Bank (Green Heart) 47,758 31,812
Loan from Raiffeisen Bank (Forty one) 38,611 26,075
Loan from Intesa Bank (Ada Mall) 62,360 26,543
Loan from Erste (Citygate) 75,888 78,204
Loan from Banca Transilvania (Cascade) 4,178 4,612
Loan from Alpha Bank (Premium) 16,129 17,101
Loan from OTP (Mall of Sofia) 57,739 59,582
Loan from UniCredit (ABC) 20,902 4,462
Loan from Erste (Matrix) 9,571 -
Loan from Zagrabecka Banka (AMZ) 46,500 48,000
Loans from NCI 8,223 9,768
Deferred issuance debt expenses (6,240) (6,371)
1,179,733 1,115,347

(*) Presented as liability directly associated with assets held for sale

14. Long-term loans and bonds (continued)

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

30 September
2019
31 December
2018
Current portion of long term loans and bonds:
Bonds mature in 2018-4/2019 - 15,799
Bonds 1019 29,231 28,959
Schuldschein 1219 15,306 15,023
Bonds 0320 18,499 175
Bonds 0620 40,444 70
Bonds 1220 101 13
Bonds 0321 52 243
Bonds 0422 166 -
Loan from OTP (GTC) - 1,573
Loan from Santander (Globis Poznan) 449 15,084
Loan from Santander (Korona Business Park) 1,434 1,395
Loan from PKO BP (Pixel) 677 677
Loan from Berlin Hyp (UBP) 930 930
Loan from Pekao (Galeria Jurajska) 85,024 3,544
Loan from Santander (Globis Wroclaw) 693 693
Loan from ING (Nothus and Zephirus) - 9,332
Loan from Berlin Hyp (Corius) 342 342
Loan from Pekao (Sterlinga) 525 525
Loan from Pekao (Neptun Office Center) (*) 662
Loan from PKO BP (Artico) 437 -
Loan from Pekao (Galeria Polnocna) 5,000 5,000
Loan from ING (Francuska) 540 540
Loan from OTP (Centre Point) 1,807 2,033
Loan from Erste (GTC White House) - 476
Loan from OTP (Duna) 1,401 1,211
Loan from CIB (Metro) 1,153 1,115
Loan from Erste (Spiral) 1,411 1,415
Loan from Erste (GTC House) 781 781
Loan from Erste (19 Avenue) 994 994
Loan from Raiffeisen Bank (Green Heart) 2,127 914
Loan from OTP (BBC) 805 805
Loan from Raiffeisen Bank (Forty one) 1,853 1,302
Loan from Intesa Bank (Ada Mall) 3,236 664
Loan from OTP (Mall of Sofia) 2,457 2,457
Loan from UniCredit (ABC) 1,296 804
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 2,000 2,000
Loan from Erste (Matrix) 336 -
Loan from Alpha Bank (Premium) 1,025 1,025
Loan from Banca Transilvania (Cascade) 240 240
Loan from Erste (City Gate) 3,144 3,079
225,916 121,894

(*) Presented as liability directly associated with assets held for sale

30 September
2019
31 December
2018
Long term portion of long term loans and bonds:
Bonds 0320 - 18,498
Bonds 0620 - 40,000
Bonds 1220 10,104 10,104
Bonds 0321 20,494 20,494
Bonds 0422 9,440 -
Loan from Santander (Globis Poznan) 17,287 -
Loan from Santander (Korona Business Park) 42,315 43,361
Loan from PKO BP (Pixel) 19,393 19,900
Loan from Santander (Globis Wroclaw) 21,541 22,061
Loan from Berlin Hyp (Corius) 10,122 10,379
Loan from Pekao (Sterlinga) 15,269 15,663
Loan from Pekao (Neptun Office Center) (*) - 19,749
Loan from Pekao (Galeria Polnocna) 186,154 189,904
Loan from PKO BP (Artico) 13,976 -
Loan from Pekao (Galeria Jurajska) - 84,136
Loan from Berlin Hyp (UBP) 27,513 28,210
Loan from ING (Francuska) 21,172 21,577
Loan from OTP (Centre Point) 50,122 40,009
Loan from CIB (Metro) 13,570 14,439
Loan from OTP (Duna) 38,868 23,835
Loan from Erste (Spiral) 19,275 21,171
Loan from Erste (GTC White House) - 7,428
Loan from Erste (GTC House) 10,351 10,937
Loan from Erste (19 Avenue) 21,759 22,505
Loan from Raiffeisen Bank (Green Heart) 45,631 30,898
Loan from Intesa Bank (Ada mall) 59,124 25,879
Loan from OTP (BBC) 21,187 21,790
Loan from Raiffeisen Bank (Forty one) 36,758 24,773
Loan from Erste (City Gate) 72,744 75,125
Loan from Banca Transilvania (Cascade) 3,938 4,372
Loan from Alpha Bank (Premium) 15,104 16,076
Loan from OTP (Mall of Sofia) 55,282 57,125
Loan from UniCredit (ABC) 19,606 3,658
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 44,500 46,000
Loan from Erste (Matrix) 9,235 -
Loans from NCI 8,223 9,768
Deferred issuance debt expenses (6,240) (6,371)
953,817 993,453

14. Long-term loans and bonds (continued)

(*) Presented as liability directly associated with assets held for sale

14. Long-term loans and bonds (continued)

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

The fair value of the loans, related to the floating component of interest, which equals the market rate, is similar to their carrying value.

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

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

The movement in long term loans and bonds for the years ended 30 September 2019 and 31 December 2018 was as follows:

30 September 2019
Balance as of the beginning of the year
(excluding deferred debt expenses)
Drawdowns
Repayments
1,121,718
172,641
(87,804)
1,040,979
191,224
(162,104)
Reclassified as liability held for sale (19,915) -
Transactions with NCI (1,786) -
First to be consolidated - 53,052
Change in accrued interest 825 (169)
Capitalization of interest 1,179 1,554
Foreign exchange differences (885) (2,818)
Balance as of end of the year (excluding
deferred debt expenses)
1,185,973 1,121,718

Repayments of long-term debt and future interest that has not yet been accrued are scheduled as follows (Euro million):

30 September
2019
31 December
2018
(unaudited) (audited)
First year 250 148
Second year 182 268
Third year 136 219
Fourth year 241 142
Fifth year 122 133
Thereafter 349 300
1,280 1,210

Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2019 (in thousands of Euro)

15. Lease liability and Right of Use of land

Lease liabilities includes lease payments for land subject to perpetual usufruct payments and classified as land under investment property (completed, under construction and landbank) and residential landbank.

The balance of Right of Use of land as of 30 September 2019 was as follows:

Completed
investment
property
Investment
property
under
construction
Investment
property
landbank
at cost
Residential
landbank
Property,
plant and
equipment
Assets
held for
sale
Total
Country
Poland 11,225 - 22,327 - - 709 34,261
Romania 6,976 - - - - - 6,976
Serbia 3,264 463 - - - - 3,727
Croatia - - - 1,186 - 1,186
Hungary - - - - 80 - 80
Balance
as of 30
September
2019
21,465 463 22,327 1,186 80 709 46,230

The balance of lease liability as of 30 September 2019 was as follows:

Completed
investment
property
Investment
property
under
construction
Investment
property
landbank
at cost
Residential
landbank
Property,
plant and
equipment
Assets
held
for
sale
Total Discount
rate
Country
Poland 11,227 - 22,369 - - 233 33,829 4.2%
Romania 6,973 - - - - - 6,973 5.7%
Serbia 3,264 463 - - - - 3,727 7.6%
Croatia - - - 1,219 - - 1,219 4.4%
Hungary - - - - 54 - 54 3.9%
Balance
as of 30
September
2019
21,464 463 22,369 1,219 54 233 45,802

The lease liabilities were discounted using discount rates applicable to long term borrowing in local currencies in the countries of where the assets are located.

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

The movement in Right of Use of land for the nine months ended 30 September 2019 and year ended 31 December 2018 was as follows:

30 September
2019
31 December
2018
Balance as of 31 December 2018 - -
Recognition of Right of Use asset for lands under
perpetual usufruct (*)
46,580 -
Recognition of Right of Use for property plant and
equipment
94
Amortization of right of use
(314) -
Prepaid right of use of lands under perpetual
usufruct (294) -
Foreign exchange differences 164 -
Balance as of 30 September 2019 46,230 -

The movement in lease liability for the nine months ended 30 September 2019 and year ended 31 December 2018 was as follows:

30 September 2019 31 December 2018
Balance as of 31 December 2018 - -
Recognition of lease liability for lands under
perpetual usufruct (*) 46,580 -
Recognition of Right of Use for property
plant and equipment 94
Payments of leases (1,682) -
Change in provision for disputable amounts
of perpetual usufruct (352) -
Change in accrued interest 1,367 -
Foreign exchange differences (205) -
Balance as of 30 September 2019 45,802 -

(*) IFRS 16 was adopted on 1 January 2019

The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements

16. Advance received

Advances received comprises the following amounts:

30 September 2019 31 December 2018
(unaudited) (audited)
Sale of investment properties landbank - 3,817
Rental income received in advance 1,236 1,020
1,236 4,837

17. Receivables related to expropriation of land

An amount of Euro 4.9 million was approved by the Romanian State to be paid to the Group as compensation for expropriated land in Bucharest and recognized as receivable as of December 31, 2018. The amount was paid to the Group on January 11, 2019.

18. 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.

Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2019 (in thousands of Euro)

19. Capital and Reserves

Share capital

As at 30 September 2019, the shares structure was as follows:

Number of Shares Share series Total value Total value
in PLN in Euro
139,286,210 A 13,928,621 3,153,995
1,152,240 B 115,224 20,253
235,440 B1 23,544 4,443
8,356,540 C 835,654 139,648
9,961,620 D 996,162 187,998
39,689,150 E 3,968,915 749,022
3,571,790 F 357,179 86,949
17,120,000 G 1,712,000 398,742
100,000,000 I 10,000,000 2,341,372
31,937,298 J 3,193,729 766,525
108,906,190 K 10,890,619 2,561,293
10,087,026 L 1,008,703 240,855
13,233,492 M 1,323,349 309,049
2,018,126 N 201,813 47,329
485,555,122 48,555,512 11,007,473

Shareholders who as at 30 September 2019 held above 5% of the Company shares were as follows:

  • GTC Dutch Holdings B.V
  • OFE PZU Zlota Jesien
  • OFE AVIVA Santander

Capital reserve

Capital reserve represents a loss attributed to non-controlling partners of the Group, which crystalized once the Group acquired the non-controlling interest in the subsidiaries of the Group.

20. Phantom shares

.

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

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

Strike (PLN) Blocked Vested Total
6.11 2,051,200 51,200 2,102,400
7.02 50,000 50,000
8.96 90,000 45,000 135,000
Total 2,191,200 96,200 2,287,400

As at 30 September 2019, phantom shares outstanding were as follows:

Last exercise date Strike (in PLN) Number of phantom
shares
31/12/2020 7.02 50,000
30/06/2021 6.11 702,400
15/08/2021 6.11 500,000
31/12/2021 6.11 600,000
31/12/2021 8.96 105,000
30/06/2022 6.11 300,000
30/06/2022 8.96 30,000
Total 2,287,400

Globe Trade Centre S.A. Notes to the Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2019 (in thousands of Euro)

21. Earnings per share

Basic and diluted earnings per share were calculated as follows:

Nine-month
period ended
30 September
2019
Nine -month
period ended
30 September
2018
Three-month
period ended
30 September
2019
Three-month
period ended
30 September
2018
(unaudited) (unaudited) (unaudited) (unaudited)
Profit for the period attributable
to equity holders (euro)
62,575,000 68,375,000 19,893,000 22,784,000
Weighted average number of
shares for calculating basic
earnings per share
484,357,553 475,538,732 485,555,122 483,536,996
Basic earnings per share (euro) 0.13 0.14 0.04 0.05

There have been no potentially dilutive instruments as at 30 September 2019, 30 September 2018.

22. Restatement

The Company changed the presentation of investment property in its statement of financial position as of 31 December 2018 as following:

31 December 2018 31 December 2018
(restated) (reported)
Investment property 2,113,068 1,981,961
Investment property landbank - 131,107

23. Subsequent events

In November 2019, the Company issued new bonds denominated in PLN with a total amount of PLN 220 million to be repaid in in three equal tranches from November 2022 to November 2023.

24. Release date

The interim condensed consolidated financial statements were authorised for issue by the Management Board on 13 November 2019.

Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. Rondo ONZ 1 00-124 Warszawa

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

To the Shareholders and Supervisory Board of Globe Trade Centre S.A.

Introduction

We have reviewed the interim condensed consolidated financial statements of Globe Trade Centre S.A. Capital Group ('the Group'), for which the holding company is Globe Trade Centre S.A. (the 'Company'), located in Warsaw, at Komitetu Obrony Robotników 45A street, including: the interim condensed consolidated statement of financial position as at 30 September 2019, the interim condensed consolidated income statement, the interim condensed consolidated statement of comprehensive income, the interim condensed consolidated statement of changes in equity, the interim condensed consolidated statement of cash flows for the nine-month period ended 30 September 2019 and notes ('the interim condensed consolidated financial statements').

The 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 as adopted by the European Union ('IAS 34').

Our responsibility is to express a conclusion on the interim condensed consolidated financial statements based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity ('standard'). A review of interim condensed financial information 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 International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with the requirements of International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.

Other matters

On 13 November 2019 we also reported separately on the interim condensed consolidated financial statements of Globe Trade Centre S.A. for the same period, prepared in accordance with IAS 34 using Polish zloty as the presentation currency.

Warsaw, 13 November 2019

on behalf of Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. Rondo ONZ 1, 00-124 Warsaw Reg. No. 130

Jaroslaw Dac Certified Auditor No. 10138