Quarterly Report • May 26, 2023
Quarterly Report
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OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE-MONTH PERIOD ENDED
31 MARCH 2023
Place and date of publication: Warsaw, 26 May 2023
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE-MONTH PERIOD ENDED 31 MARCH 2023
| 1. Introduction 5 |
|---|
| 2. Selected financial data 9 |
| 3. Presentation of the Group11 |
| 3.1 General information about the Group11 |
| 3.2 Structure of the Group12 |
| 3.3 Changes to the principal rules of the management of the Company and the Group 12 |
| 4. Main events of the first quarter of 202312 |
| 5. Operating and financial review 14 |
| 5.1 General factors affecting operating and financial results 14 |
| 5.2 Specific factors affecting financial and operating results 19 |
| 5.3 Presentation of differences between achieved financial results and published |
| forecasts 19 |
| 5.4 Consolidated statement of financial position 19 |
| 5.4.1 Key items of the consolidated statement of financial position 19 |
| 5.4.2 Financial position as of 31 March 2023 compared to 31 December 2022 20 |
| 5.5 Consolidated income statement 22 |
| 5.5.1 Key items of the consolidated income statement 22 |
| 5.5.2 Comparison of financial results for the three-month period ended 31 March 2023 |
| with the result for the corresponding period of 2022 23 |
| 5.6 Consolidated cash flow statement26 |
| 5.6.1 Key items from consolidated cash flow statement26 |
| 5.6.2 Cash flow analysis27 |
| 6. Information on loans granted with a particular emphasis on related entities 29 |
| 7. Information on granted and received guarantees with a particular emphasis on guarantees |
| granted to related entities 29 |
| 8. Shareholders who, directly or indirectly, have substantial shareholding30 |
| 9. Shares in GTC held by members of the management board and the supervisory board 31 |
| 10. Transactions with related parties concluded on terms other than market terms 32 |
| 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its |
| subsidiaries the total value of the liabilities or claims is material 32 |
GTC Group is an experienced, established, and fully integrated, real estate company operating in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in the SEE region including Bucharest, Belgrade, Zagreb and Sofia, where it directly acquires, develops and manages primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange. The Group operates a fullyintegrated asset management platform and is represented by local teams in each of its core markets.

As of 31 March 2023, the book value of the Group's total property portfolio was €2,282,654. The breakdown of the Group's property portfolio was as follows:
| 43 | 737,000 | 3 | €181m |
|---|---|---|---|
| completed buildings |
sq m of GLA |
buildings under construction |
landbank for future development |
Additionally, GTC holds non-current financial assets in the amount of €132,380, mainly including:
As of 31 March 2023, the book value of the Group's total property portfolio including noncurrent financial assets was €2,415,034.
The Group's headquarters are located in Poland in Warsaw, at Komitetu Obrony Robotników 45A.
Terms and abbreviations capitalized in this management's board Report shall have the following meanings unless the context indicates otherwise:
| the Company or GTC |
are to Globe Trade Centre S.A.; |
|---|---|
| the Group or GTC Group |
are to Globe Trade Centre S.A. and its consolidated subsidiaries; |
| Shares | is to the shares in Globe Trade Centre S.A., which were introduced to public trading on the Warsaw Stock Exchange in May 2004 and later and are marked under the PLGTC0000037 code and inward listed on Johannesburg Stock Exchange in August 2016; |
| Bonds | is to the bonds issued by Globe Trade Centre S.A. or its consolidated subsidiaries and introduced to alternative trading market and marked with the ISIN codes PLGTC0000292, PLGTC0000318, HU0000360102, HU0000360284 and XS2356039268; |
Net rentable area, NRA, or net leasable area, NLA are to the metric of the area of a given property as indicated by the property appraisal experts to prepare the relevant property valuations. With respect to commercial properties, the net leasable (rentable) area is all the office or retail leasable area of a property exclusive of non-leasable space, such as hallways, building foyers, and areas devoted to heating and air conditioning installations, elevators, and other utility areas. The specific methods of calculation of NRA may vary among particular properties, which is due to different methodologies and standards applicable in the various geographic markets on which the Group operates;
Gross rentable area or gross are to the amount of the office or retail space available to be rented in completed assets multiplied by add-on-factor. The gross leasable area is the area for which tenants pay rent, and thus the area that produces income for the Group;
leasable area, GLA
Total property portfolio is to book value of the Group's property portfolio, including: investment properties (completed, under construction and landbank), residential landbank, assets held for sale, and the rights of use of lands under perpetual usufruct;
Commercial properties is to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties;
Occupancy rate is to average occupancy of the completed assets based on square meters ("sq m") of the gross leasable area;
Funds From Operations, FFO, FFO I are to profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate remeasurement, depreciation and amortization share base payment provision and unpaid financial expenses), the share of profit/(loss) of associates and joint ventures, and one-off items (such as FX differences and residential activity and other non-recurring items);
| EPRA NTA | is a net asset value measure under the assumption that the entities buy and |
|---|---|
| sell assets, thereby crystallizing certain levels of deferred tax liability. It is |
|
| computed as the total equity less non-controlling interest, excluding the | |
| derivatives at fair value as well as deferred taxation on property (unless such | |
| item is related to assets held for sale); |
In-place rent is to rental income that was in place as of the reporting date. It includes headline rent from premises, income from parking, and other rental income;
Net loan to value (LTV); net loan-tovalue ratio are to net debt divided by Gross Asset Value. Net debt is calculated as total financial debt net of cash and cash equivalents and deposits and excluding loans from non-controlling interest and deferred debt issuance costs. Gross Asset Value is investment properties (excluding the right of use under land leases), residential landbank, assets held for sale, financial assets, building for own use, and share on equity investments. Net loan to value provides a general assessment of financial risk undertaken;
The average cost of debt; average is calculated as a weighted average interest rate of total debt, as adjusted to reflect the impact of contracted interest rate swaps and cross-currency swaps by the Group;
EUR, € or euro are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time;
PLN or zloty are to the lawful currency of Poland;
interest rate
Unless indicated otherwise, the financial information presented in this Report was prepared according to International Financial Reporting Standards ("IFRS") as approved for use in the European Union.
All the financial data in this Report is presented in euro or PLN and expressed in thousands unless indicated otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures shown as totals in this Report may not be exact arithmetic aggregations of the figures that precede them.
This Report contains forward-looking statements relating to future expectations regarding the Group's business, financial condition, and results of operations. You can find these statements by looking for words such as "may", "will", "expect", "anticipate", "believe", "estimate", and similar words used in this Report. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by forward-looking statements. The Group cautions you not to place undue reliance on such statements, which speak only as of this Report's date.
The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The Group does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Report.
The Group discloses essential risk factors that could cause its actual results to differ materially from its expectations under Item 5. "Operating and financial review", and elsewhere in this Report as well as under Item 3. "Key risk factors" in annual report for the year ended 31 December 2022. 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.
The following tables present the Group's selected historical financial data for the three-month periods ended 31 March 2023 and 31 March 2022. The historical financial data should be read in conjunction with Item 5. "Operating and Financial Review" and the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2023 (including the notes thereto). The Group has derived the financial data presented in accordance with IFRS from the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2023.
Selected financial data presented in PLN is derived from the unaudited consolidated financial statements for three-month period ended 31 March 2023 presented in accordance with IFRS and prepared in the Polish language and Polish zloty as a presentation currency. The financial statements of Group's companies prepared in their functional currencies are included in the consolidated financial statements by a translation into euro or PLN using appropriate exchange rates outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates.
The reader is advised not to view such conversions as a representation that such zloty amounts actually represent such euro amounts or could be or could have been converted into euro at the rates indicated or at any other rate.
| For the 3-month period ended 31 March | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| (in thousands) | € | PLN | € | PLN |
| Consolidated Income Statement | ||||
| Revenues from operations | 42,717 | 201,180 | 41,765 | 193,176 |
| Cost of operations | (13,137) | (61,870) | (11,471) | (53,057) |
| Gross margin from operations | 29,580 | 139,310 | 30,294 | 140,119 |
| Selling expenses | (590) | (2,779) | (392) | (1,813) |
| Administration expenses | (3,892) | (18,330) | (3,221) | (14,898) |
| Profit/(loss) from revaluation of investment property and residential landbank |
(2,980) | (13,933) | 3,063 | 14,167 |
| Financial income/(expense), net | (7,669) | (36,118) | (8,046) | (37,216) |
| Net profit | 11,556 | 54,506 | 15,224 | 70,415 |
| Basic and diluted earnings per share (not in thousands) |
0.02 | 0.09 | 0.03 | 0.12 |
| Weighted average number of issued ordinary shares (not in thousands) |
574,255,122 | 574,255,122 | 574,255,122 | 574,255,122 |
| Consolidated Cash Flow Statement | ||||
| Net cash from operating activities | 19,616 | 92,382 | 21,771 | 100,699 |
| Net cash from/(used in) investing activities | 24,285 | 114,372 | 47,108 | 218,125 |
| Net cash from/(used in) financing activities | (11,825) | (55,692) | 112,174 | 518,838 |
| Cash and cash equivalents at the end of the period |
147,043 | 687,500 | 277,584 | 1,291,460 |
| As at | ||||
| 31 March 2023 | 31 December 2022 | |||
| Consolidated statement of financial position | ||||
| Investment property (completed and under construction) |
2,062,898 | 9,645,080 | 2,054,358 | 9,634,734 |
| Investment property landbank | 151,348 | 707,628 | 150,406 | 705,389 |
| Right of use (investment property) | 37,752 | 176,509 | 38,899 | 182,432 |
| Residential landbank | 26,768 | 125,154 | 26,610 | 124,798 |
| Assets held for sale | 3,888 | 18,178 | 51,635 | 242,163 |
| Cash and cash equivalents | 147,043 | 687,500 | 115,079 | 539,709 |
| Non-current financial assets (related to investment property) measured at fair value through profit or loss |
132,380 | 618,943 | 130,341 | 611,286 |
| Others | 109,166 | 510,405 | 102,554 | 480,968 |
| Total assets | 2,671,243 | 12,489,397 | 2,669,882 | 12,521,479 |
| Non-current liabilities | 1,428,169 | 6,677,404 | 1,433,841 | 6,724,580 |
| Current liabilities | 98,001 | 458,205 | 100,454 | 471,110 |
| Total equity | 1,145,073 | 5,353,788 | 1,135,587 | 5,325,789 |
| Share capital | 12,920 | 57,426 | 12,920 | 57,426 |
GTC Group is an experienced, established, and fully integrated real estate company operating in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in the SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where it directly acquires, develops and manages primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and listed on the Johannesburg Stock Exchange. The Group operates a fully-integrated asset management platform and is represented by local teams in each of its core markets.
As of 31 March 2023, the book value of the Group's total property portfolio was €2,282,654. The breakdown of the Group's property portfolio was as follows:
Additionally, GTC holds non-current financial assets in the amount of €132,380, mainly including:
• 25% in Kildare Innovation Campus (technology campus) with nine completed buildings with a total GLA of approximately 102 thousand sq m (extends over 72 ha of which 34 ha is undeveloped) and GTC's share of fair value amounted to €118,515, which accounts for 5% of the Group's total property portfolio including non-current financial assets;
• 34% in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. which holds 4 completed commercial buildings including 3 office buildings and 1 retail property with a total combined commercial space of approximately 41 thousand sq m of GLA, and GTC's share of fair value amounted to €13,347 which accounts for less than 1% of the Group's total property portfolio including non-current financial assets.
As of 31 March 2023, the book value of the Group's total property portfolio including noncurrent financial assets was €2,415,034.
The Group's headquarters are located in Poland in Warsaw, at Komitetu Obrony Robotników 45A.
The structure of Globe Trade Centre S.A. Capital Group as of 31 March 2023 is presented in the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2023 in Note 4 "Investment in subsidiaries."
The following changes in the structure of the Group occurred in the three-month period ended 31 March 2023:
There were no changes to the principal rules of management of the Company and the Group.
On 25 April 2023, GTC S.A. entered into a mutual employment contract termination agreement with Mr. Ariel Ferstman. Mr. Ferstman resigned from his seat on the Management Board of the Company as well as GTC Real Estate Development Hungary Zrt. The resignation is effective as of 25 April 2023.
On 25 April 2023, the Supervisory Board of GTC S.A. nominated Barbara Sikora to the post of Chief Financial Officer of GTC Group and a member of the Management Board of GTC S.A. effective from 1 May 2023.
On 2 January 2023, Otwarty Fundusz Emerytalny PZU "Złota Jesień" appointed Mr. Sławomir Niemierka as member of the Supervisory Board of the Company, effective as of 2 January 2023.
On 19 July 2022, GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of the office building owned by the subsidiary. The selling price under the Agreement is HUF 19.1 billion (ca. €47,700 as of 31 December 2022). As of 30 January 2023 the full purchase price (ca. €49,200) was paid and the transaction was completed.
On 31 March 2023, GTC Origine Zrt., a wholly-owned subsidiary of the Company, signed a quota transfer agreement to acquire 100% holding of Tiszai Fény Alfa Kft, which owns 9 newly developed solar power plants with installed nominal capacity of max 0.5 MW each, operating in Tiszafüred, Hungary for a consideration of HUF 2.4 billion (ca €6,400). The project shall be financed partially by a bank facility in the amount of €2,600. The transaction is expected to close in Q2 2023.
Detailed analysis of the impact of the war on the operations of the Group has been performed for the purpose of preparation of the annual financial statements.
Similarly, as at the date of this Management report, the direct impact of the war in Ukraine on the Group's operations is not material. However, it is not possible to estimate the scale of such impact in the future and due to high volatility, the Company monitors the situation on an ongoing basis and analyses its potential impact both from the perspective of individual projects and the entire Group and its long-term investment plans.
On 25 April 2023, GTC S.A. entered into a mutual employment contract termination agreement with Mr. Ariel Ferstman. Mr. Ferstman resigned from his seat on the Management Board of the Company as well as GTC Real Estate Development Hungary Zrt. The resignation is effective as of 25 April 2023.
On 25 April 2023, the Supervisory Board of GTC S.A. nominated Barbara Sikora to the post of Chief Financial Officer of GTC Group and a member of the Management Board of GTC S.A. effective from 1 May 2023.
On 4 May 2023, GTC SA repaid partially bonds issued under ISIN code PLGTC0000318 (onethird of total issue) in the amount of €17,100 (PLN 73,333) – including hedge component.
In April 2023, Seven Gardens d.o.o., a wholly-owned subsidiary of the Company, has signed the €14,000 loan agreement with Erste&Steiermarkische Bank d.d. with a maturity of five years following the end of construction period (latest repayment date is June 2029). The drawdown under the respective loan agreement is expected in May 2023.
In May 2023, Glamp d.o.o. Beograd, a wholly-owned subsidiary of the Company, has signed the €25,000 loan agreement with Erste Group Bank AG and Erste Bank AD Novi Sad with a maturity of five years from the signing date. The drawdown under the respective loan agreement is expected in May or early June 2023 the latest. The loan bears an interest rate of 3M EURIBOR plus a margin of 3.70% p.a.
On 16 May 2023 Powszechne Towarzystwo Emerytalne Allianz Polska S.A., acting on behalf of Allianz Polska Otwarty Fundusz Emerytalny ("Allianz OFE"), informed that:
The key factors affecting the Group's financial and operating results are discussed below. The Management believes that the following factors and important market trends have significantly affected the Group's results of operations since the end of the period covered by the latest published audited financial statements, and the Group expects that such factors and trends will continue to have a significant impact on the Group's results of operations in the future.
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 forced to change some of its investment plans. Additionally, the Group may not be able to develop new projects in the countries where it operates.
The Group derives the majority of its revenue from operations from rental activities, including rental and service revenue. For the three-month period ended 31 March 2023 and for the threemonth period ended 31 march 2022, the Group derived 73% and 75%, respectively, of its revenues from operations as rental revenue, which significantly depends on the rental rates per sq m and occupancy rates. The amount the Group can charge for rent largely depends on the property's location and condition and is influenced by local market trends and the state of local economies. The Group's revenue from rent is particularly affected by the delivery of new rent spaces, changes in vacancy rates, and the Group's ability to implement rent increases. Rental income is also dependent upon the time of completion of the Group's development projects as well as on its ability to let such completed properties at favourable rent levels. Moreover, for the three-month period ended 31 March 2023 and for the year ended 31 March 2022, the Group derived 27% and 25%, respectively, of its revenues from operations as service revenue, reflecting certain costs the Group passes on to its tenants.
The vast majority of the Group's lease agreements are concluded in euro and include a clause that provides for the full indexation of the rent linked to the European Index of Consumer Prices. When a lease is concluded in another currency, it is typically indexed to euro and linked to the consumer price index of the relevant country currency.
The Group's results of operations depend heavily on the fluctuation of the value of assets on the property markets. The Group has its properties valued by external valuers at least twice a year, every June and December. Any change in the fair value of investment property is thereafter recognized as a gain or loss in the income statement.
The following three significant factors influence the valuation of the Group's properties: (i) the cash flow arising from operational performance, (ii) the expected rental rates, and (iii) the capitalization rates that result from the interest rates in the market and the risk premiums applied to the Group's business.
Cash flow arising from the operational performance is primarily determined by current gross rental income per square meter, vacancy rate trends, total portfolio size, maintenance and administrative expenses, and operating expenses. Expected rental values are determined predominantly by expected development of the macroeconomic indicators like GDP growth, disposable income, etc., as well as micro conditions such as new developments in the immediate neighborhood, competition, etc. Capitalization rates are influenced by prevailing interest rates and risk premiums. In the absence of other changes, when capitalization rates increase, market value decreases and vice versa. Small changes in one or some of these factors can have a considerable effect on the fair value of the Group's investment properties and on the results of its operations.
Moreover, valuation of the Group's landbank additionally depends on, among others, the building rights and the expected timing of the projects. The value of landbank, assessed using a comparative method, is determined by referring to the market prices applied in transactions relating to similar properties.
The Group recognized a net loss from revaluation of €2,980 in the three-month period ended 31 March 2023 and €3,063 net profit from revaluation in the three-month period ended 31 March 2022.
Increases in interest rates generally increase the Group's financing costs. However, as of 31 March 2023, 95% of the Group's borrowings were either based on fixed interest rate or hedged against interest rate fluctuations, mainly through interest rate swaps and cap transactions.
In an economic environment in which availability of financing is not scarce, demand for investment properties generally tends to increase when interest rates are low, leading to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, resulting in recognition of impairment that could negatively affect the Group's income.
Historically, EURIBOR rates have remained close to zero or in the negative territory as presented on the graph below. However due to the inflationary pressure in the last six months of 2022 as well as by the date of this report the European Central Bank has decided to increase interest rates and it is expected that these shall continue to be on the positive territory in the next years to come.

The graph presents EURIBOR for three-month deposits for the period between 2012 – 2023.
For the three-month period ended 31 March 2023 and 31 March 2022, a vast majority of the Group's revenues and costs were incurred or derived in euro. Nonetheless, the exchange rates against euro of the local currencies of the countries the Group operates in are an essential factor as the credit facilities obtained may be denominated in either euro or local currencies.
The Group presents its financial statements in euro, its operations, however, are based locally in Poland, Romania, Hungary, Croatia, Serbia, and Bulgaria. The Group receives the vast majority of its revenue from rent denominated in euro, however, it receives a certain portion of its income and incurs most of its costs (including the vast majority of its selling expenses and administrative expenses) in local currencies, including the Polish zlotys, Bulgarian levas, Hungarian forints, Romanian leis, and Serbian dinars. In particular, a significant portion of the financial costs incurred by the Group includes: (i) interest on the bonds issued by the Group in Polish zlotys, and (ii) interest on the bonds issued by the Group in Hungarian forints. Exchange rates between local currencies and euro have historically fluctuated. The Group hedges its foreign exchange exposure.
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.
The COVID-19 outbreak in Europe has led governments to implement rescue packages, as well as supporting monetary policies by the European Central Bank to moderate the economic impact of the pandemic which have a direct or indirect impact on household consumption and thus consumer price indices. Increase of price of energy and services significantly influences the inflation rate.
The Group's financial results are linked to the consumer price index as on one hand its rental revenue is indexed to the European CPI and on the other hand part of its debt is based on floating interest rate, which also may fluctuate as a result of the inflation. Although as of 31 March 2023, 95% of its debt is based on fixed rate or hedged against interest rate fluctuations so the exposure to the changes in interest rate is limited.
Additionally, the Group operates shopping malls and part of its rent (approximately 5% of total revenues from rental activity in 2022) is based on the tenant's turnover, which may be dependent on the inflation. Tenants' turnover might have an impact on the Group's operations and financial results.
According to Eurostat, the Euro area annual inflation was 7% in March 2023 and is expected to further grow. The graph below presents below the Harmonized Index of Consumer Prices (HICP) in countries which Group's operate and the Euro area. The main index reference period currently used is 2015.

* definition differs (see metadata at https://ec.europa.eu/eurostat/web/hicp/overview);
Source: https://ec.europa.eu/eurostat/web/hicp/overview
In the CEE and SEE markets, real estate development companies, including companies of the Group, usually finance their real estate projects with proceeds from external financing (e.g. bonds bank loans etc.) or internal financing.i.e. by loans extended by their holding companies. Availability and cost of procuring financing are of material importance to the implementation of the Group's undertakings and for the Group's development prospects, as well as its ability to repay existing debt. The unstable geopolitical situation may have negative impact on the cost and availability of the financing. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's net profit.
Detailed analysis of the impact of the war on the operations of the Group has been performed for the purpose of preparation of the annual financial statements.
Similarly, as at the date of this Management report, the direct impact of the war in Ukraine on the Group's operations is not material. However, it is not possible to estimate the scale of such impact in the future and due to high volatility, the Company monitors the situation on an ongoing basis and analyses its potential impact both from the perspective of individual projects and the entire Group and its long-term investment plans.
On 19 July 2022 GTC Group sold Forest Offices Debrecen for HUF 19.1 billion. The transaction was closed on 30 January 2023 and the full purchase price of approx. €49,200 was paid.
On 31 March 2023, GTC Group acquired Tiszai Fény Alfa Kft, owner of 9 newly developed solar power plants in Tiszafüred, Hungary for a consideration of HUF 2.4 billion (approx. €6,400). The project shall be financed partially by a bank facility in the amount of €2,600. The transaction is expected to close in Q2 2023.
The Group did not publish forecasts for the first quarter of 2023 or for full year 2023.
5.4 Consolidated statement of financial position
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 land plots, and (iv) right of use.
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 a part of its non-current assets.
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 comprise office or retail space and land plots that are designated for sale.
Short-term blocked, and long-term blocked deposits are restricted and can be used only for certain operating activities as determined by underlying contractual undertakings.
Non-current financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the income statement.
Derivatives include hedge instruments held by the Group that mitigate the risk of interest and currency rate fluctuations. In relation to the instruments qualified as cash flow hedges, the portion of gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income, and the ineffective portion (if any) is recognized in net profit or loss. The classification of hedges in the statement of the financial position depends on their maturity. For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are recorded directly in net profit and loss for the year. The fair value of interest rate swap contracts is determined by calculating the present value of cash flows of each leg of the transaction, taking into account several risk statistics.
Total assets increased by €1,361 to €2,671,243 as of 31 March 2023 from €2,669,882 as of 31 December 2022.
The value of investment property increased by €8,335 to €2,251,998 as of 31 March 2023 from €2,243,663 as of 31 December 2022, mainly due to investment of €13,833 mostly into assets under construction. This increase was partially offset by loss from revaluation of €4,351.
The value of assets held for sale decreased by €47,747 (92%) to €3,888 as of 31 March 2023 from €51,635 as of 31 December 2022, mainly as a result of the completion of the sale of Forest Offices Debrecen.
The value of derivatives decreased by €2,845 (11%) to €22,002 as of 31 March 2023 from €24,847 as of 31 December 2022, mainly attributable to change in valuation of IRS instruments related to hedged bank loans.
The value of non-current financial assets (related to investment property) measured at fair value through profit or loss increased by €2,039 (2%) to €132,380 as of 31 March 2023 from €130,341 as of 31 December 2022, mainly due to additional investment of €1,333.
The value of prepayments, deferred expenses and other receivables increased by €7,058 (91%) to €14,797 as of 31 March 2023 from €7,739 as of 31 December 2022, mainly as a result of an increase in advances to constructors related to the development activities as well as a result of annual prepayments for insurance and other taxes, which are paid at the beginning of the year.
The value of VAT and other tax receivables decreased by 1,610 (30%) to €3,695 as of 31 March 2023 from €5,305 as of 31 December 2022, mainly as a result of collected VAT receivables in first quarter of 2023.
The value of cash and cash equivalents increased by €31,964 (28%) to €147,043 as of 31 March 2023 from €115,079 as of 31 December 2022, mainly as a result of the disposal of Forest Offices Debrecen of €49,204, partially offset by expenditures on investment property of €25,304.
The value of loans and bonds increased by €5,728 to €1,243,583 as of 31 March 2023 as compared to €1,237,855 as of 31 December 2022 mainly due to an increase in accrued interests combined with foreign exchange differences, compensated by repayments during the period.
The value of lease liabilities (incl. current portion of lease liabilities) decreased by €1,718 (4%) to €40,153 as of 31 March 2023 from €41,871 as of 31 December 2022, mainly due to payments of leases.
The value of derivatives decreased by €8,964 (18%) to €40.014 as of 31 March 2023 from €48,978 as of 31 December 2022 mainly due to changes in a fair value in relation to the cross currency interest swaps on the Hungarian bonds.
The value of trade payables and provisions decreased by €6,542 (16%) to €34,666 as of 31 March 2023 from €41,208 as of 31 December 2022, mainly due to repayments of liabilities related to development activity.
The value of accumulated profit increased by €11,154 (2%) to €501,686 as of 31 March 2023 from €490,532 as of 31 December 2022, following recognition of profit for the period, in the amount of €11,556.
The value of hedge reserve decreased by €1,218 (16%) to €8,733 as of 31 March 2023 from €7,515 as of 31 December 2022, mainly due to a decrease in valuation of the IRS instruments related to hedged bank loans.
The value of equity increased by €9,486 (1%) to €1,145,073 as of 31 March 2023 from €1,135,587 as of 31 December 2022 mainly due to recognition of profit of €11,556. Increase was partially compensated by a decrease in the value of hedge reserve by €1,218 and dividend paid to non-controlling interest of €900.
Revenues from operations consist of:
Costs of operations consist of:
• service costs, which consist of all the costs related to the management services provided to the individual tenants within the Group's properties — service costs should be covered by service income.
Gross margin from operations is equal to the revenues from operations less the cost of operations.
Selling expenses include:
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;
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 includes interest on loans granted to associate companies and interest on bank deposits.
Financial expenses include interest on borrowings and deferred debt rising expenses. Borrowing costs are expensed in the period in which they are incurred, except for those that are directly attributable to construction. In such a case, borrowing costs are capitalized as part of the cost of the asset. Borrowing costs include interest and foreign exchange differences. Additionally, financial income or expenses include settlement of financial assets and gains or losses arising from changes in the fair value of derivatives that do not qualify for hedge accounting.
Income tax on profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantially enacted as of the balance sheet date and any adjustments to tax payable in respect of previous years. Generally, the Group disposes of property holding companies rather than the real estate itself, in part because, in certain jurisdictions, the sale and disposal of real estate are generally subject to real estate transfer tax and/or VAT.
Rental and service revenues increased by €952 (2%) to €42,717 in the three-month period ended 31 March 2023 compared to €41,765 in the three-month period ended 31 March 2022. The Group recognized an increase in rental revenues of €1,300 following the completion of Pillar in Budapest and GTC X in Belgrade. The Group observed also an increase in an average rental rate following the indexation of its rental rates to the European CPI. The increase was partially compensated by a decrease in rental revenues following the sale of Forest Office Debrecen in the first quarter of 2023 as well as Cascade and Matrix office buildings in the third and fourth quarter of 2022. Additionally, the Group observed a decline in average occupancy rate of the office portfolio in Poland and Hungary which had a negative impact on revenues.
Service costs increased by €1,666 (15%) to €13,137 in the three-month period ended 31 March 2023 as compared to €11,471 in the three-month period ended 31 March 2022. The Group recognized an increase in service costs following completion of Pillar and GTC X of €400 and an increase in service cost of €1,700 coming from inflation increase of operational costs. The increase was partially offset by a decrease in the service costs due to the sale of Cascade and Matrix office buildings in the third and fourth quarter of 2022 of €300.
Gross margin (profit) from operations decreased by €714 (2%) to €29,580 in the three-month period ended 31 March 2023 as compared to €30,294 in the three-month period ended 31 March 2022, mainly due to an increase in the service charge cost due to inflation, decline in an average occupancy rate in Poland and Hungary combined with a loss in rental and service revenues due to the sale of office buildings in Romania and Croatia.
The gross margin on rental activities in the three-month period ended 31 March 2023 was 69% compared to 73% in the three-month period ended 31 March 2022.
Administration expenses (before provision for the share-based program) increased by €665 (18%) to €4,301 in the three-month period ended 31 March 2023 from €3,636 in the threemonth period ended 31 March 2022 mainly due to an increase in remuneration fees and other advisory expenses. Mark-to-market of the share-based program resulted in a reversal of sharebased provision of €409 in the three-month period ended 31 March 2023 compared to the provision of €415 recognized in the three-month period ended 31 March 2022. The above factors resulted in an increase of administration expenses of €671 (21%) to €3,892 in the threemonth period ended 31 March 2023 from €3,221 in the three-month period ended 31 March 2022.
Net loss from the revaluation of the assets amounted to €2,980 in the three-month period ended 31 March 2023, compared to a net profit of €3,063 in the three-month period ended 31 March 2022. Loss in the three-month period ended 31 March 2023 is mainly a result of capitalized expenditures on completed buildings. Profit in the three-month period ended 31 March 2022 was mainly a result of fair value gain on completion Pillar project in Budapest.
Foreign exchange gain amounted to €233 in the three-month period ended 31 March 2023, compared to a foreign exchange loss of €1,145 in the three-month period ended 31 March 2022.
Finance income amounted to €233 in the three-month period ended 31 March 2023 as compared to €71 in the three-month period ended 31 March 2022.
Finance cost decreased by €215 (3%) to €7,902 in the three-month period ended 31 March 2023 as compared to €8,117 in the three-month period ended 31 March 2022. The weighted average interest rate (including hedges) as of 31 March 2023 was 2.25%.
Profit before tax was €14,280 in the three-month period ended 31 March 2023, compared to a profit before tax of €19,923 in the three-month period ended 31 March 2022. The decrease mainly resulted from lower gross margin from operations and loss from revaluation, partially offset by lower finance cost and foreign exchange gain.
Corporate income tax expense amounted to €2,724 in the three-month period ended 31 March 2023, compared to an expense of €4,699 in the three-month period ended 31 March 2022. The position consists mainly of €1,600 current tax expense and €1,100 of deferred tax expense.
Net profit decreased by €3,668 (24%) to €11,556 in the three-month period ended 31 March 2023, compared to a net profit of €15,224 in the three-month period ended 31 March 2022.
The operating cash flow is the cash that the Group generates through running its business and comprises cash inflows from rental 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.
The cash flow from (used in) financing activities accounts for, inter alia, the payment of cash dividends, receiving proceeds from loans or bonds, and issuing stock.
Cash balance consists of cash in banks. Cash in banks may earn interest at floating rates based on daily bank deposit rates if those are positive. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates if those are positive. All cash is deposited in banks. All cash and cash equivalents are available for use by the Group.
The table below presents an extract from the cash flow for the three-month periods ended 31 March 2023 and 2022:
| Three-month period ended | |||
|---|---|---|---|
| 31 March 2023 | 31 March 2022 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net cash from operating activities | 19,616 | 21,771 | |
| CASH FLOWS FROM INVESTING ACTIVITIES Expenditures on investment property and property, plant and equipment Purchase of completed assets and land, residential landbank and minority |
(25,304) - |
(29,938) | |
| Sale of completed assets, landbank and residential landbank | 49,204 | (50,356) 126,185 |
|
| or subsidiary, net of cash in disposed assets Expenditure on non-current financial assets |
(1,333) | - | |
| VAT/tax on purchase/sale of investment property | 1,610 | 1,214 | |
| Interest received | 108 | 3 | |
| Net cash from investing activities | 24,285 | 47,108 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from long-term borrowings | - | 432 | |
| Repayment of long-term borrowings | (5,468) | (3,358) | |
| Interest paid and other financing breaking fees | (4,724) | (4,924) | |
| Proceeds from issue of share capital, net of issuance costs | - | 120,386 | |
| Repayment of lease liability | (611) | (525) | |
| Decrease/(Increase) in short term deposits | (122) | 163 | |
| Dividend paid to non-controlling interest | (900) | - | |
| Net cash from/(used in) financing activities | (11,825) | 112,174 | |
| Net foreign exchange difference related to cash and cash equivalents |
(112) | (102) | |
| Net increase/ (decrease) in cash and cash equivalents | 31,964 | 180,951 | |
| Cash and cash equivalents at the beginning of the period |
115,079 | 96,633 | |
| Cash and cash equivalents at the end of the period | 147,043 | 277,584 |
Net cash flow from operating activities decreased by €2,155 (10%) to €19,616 in the threemonth period ended 31 March 2023 from €21,771 in the three-month period ended 31 March 2022. The decrease resulted mainly from the sale of income generating properties in Romania and Croatia partially offset by completion of office buildings in Budapest (Pillar) and Belgrade (GTC X) combined with a decrease in average occupancy.
Net cash flow from investing activities amounted to €24,285 in the three-month period ended 31 March 2023 compared to €47,108 in the three-month period ended 31 March 2022. Cash flow from investing activities is mainly composed of sale of completed assets of €49,204, and expenditure on investment properties and property, plant and equipment of €25,304.
27
Net cash flow used in financing activities amounted to €11,825 in the three-month period ended 31 March 2023, compared to €112,174 of cash flow from financing activities in the three-month period ended 31 March 2022. Cash flow used in financing activities is mainly composed of repayment of long-term borrowings of €5,468 and interest paid and other financing breaking fees in the amount of €4,724.
Cash and cash equivalents as of 31 March 2023 amounted to €147,043 compared to €115,079 as of 31 December 2022. The Group keeps its cash on current accounts and in the form of bank deposits.
As of 31 March 2023, the Group believes that its cash balances, cash generated from disposal of properties, cash generated from leasing activities of its investment properties, and cash available under its existing and future loan facilities as well as revolving credit facility will fund its needs.
The Group endeavors to manage all its liabilities efficiently and is constantly reviewing its funding plans related to (i) the development and acquisition of commercial properties, (ii) debt servicing of its existing assets portfolio, and (iii) CAPEX. Such funding is sourced through available cash, operating income, and refinancing.
As of 31 March 2023, the Group's non-current liabilities amounted to €1,428,169 compared to €1,433,841 as of 31 December 2022.
The Group's total debt from long and short-term loans and borrowings as of 31 March 2023 amounted to €1,243,583, as compared to €1,237,855 as of 31 December 2022. The weighted average interest rate (including hedges) as of 31 March 2023 was 2.25%.
The Group's loans and borrowings are mainly denominated in euro. Debt in other currencies includes bonds (PLGTC0000318 last series maturing in 2023) in PLN and green bonds issued by Hungarian subsidiary in HUF (series maturing in 2027-2031), which are hedged through cross currency interest rate swaps following the hedging policy of the Group.
The Group's net loan-to-value ratio amounted to 45.2% as of 31 March 2023 compared to 45.6% (LTV adjusted for disposal of Forrest Offices Debrecen, concluded on 30 January 2023, is 44.5%) as of 31 December 2022. The Group's long-term strategy is to keep its loan-to-value ratio at a level of ca. 40%; however, in the case of acquisitions, the Company may deviate temporarily.
As of 31 March 2023, 95% of the Group's loans and bonds (by value) were based on the fixed interest rate or hedged against interest fluctuations, mainly through interest rate swaps and cap transactions.
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 t external financing (e.g. bonds bank loans etc.) or internal financing.i.e. by loans extended by their holding companies. The availability and cost of procuring financing are of material importance to the implementation of the Group's undertakings and for the Group's development prospects and its ability to repay existing debt. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's cash flow and net profit.
Traditionally, the principal sources of financing for the Group's core business included rental revenues, bank loans, proceeds from projects, proceeds from bonds issued by the Company, and proceeds from asset disposals.
The Management has prepared and analyzed the cash flow budget based on certain hypothetical defensive assumptions to assess the reasonableness of the going concern assumption given the current developments on the market. This analysis assumed certain loan repayment acceleration, negative impact on NOI, as well as other offsetting measures, which the Management may take to mitigate the risks, including deferring the development activity and dividend pay-out.
Based on Management's analysis, the current cash liquidity of the Company, and the budget assumptions, Management concluded that there is no material uncertainty as to the Company's ability to continue as a going concern in the foreseeable future i.e., at least in the next 12 months. Management notes that it is difficult to predict the ultimate short, medium, and long-term impact of the macroeconomic conditions on the financial markets and the Company's activities, but the expected impact may be significant. Accordingly, Management conclusions will be updated and may change from time to time.
As of 31 March 2023, the Group does not have any long-term loans granted to its associates or joint ventures.
During the year ended 31 March 2023, the Group did not grant guarantees where the total value is material.
As of 31 March 2023 and 31 March 2022, there were no guarantees given to third parties.
Additionally, the Company gave typical warranties in connection with the sale of its assets under the sale agreements and construction completion and cost-overruns guarantee to secure construction loans. The risk involved in the above warranties and guarantees is very low.
In the normal course of business activities, the Group receives guarantees from the majority of its tenants to secure the rental payments on the leased space.
The following table presents the Company's shareholders, who had no less than 5% of votes at the general meeting of GTC S.A. shareholders, as of the date of 31 March 2023.
The table is prepared based on information received directly from the shareholders or subscription information, and presents shareholder structure as of the date of this report:
| Change in | |||||
|---|---|---|---|---|---|
| number of | |||||
| Number of | shares since | ||||
| shares and rights | 31 December | ||||
| to the shares | % of | 2022 | |||
| held | share | Number of votes | % of | (not in | |
| Shareholder | (not in thousand) | capital | (not in thousand) | votes | thousand) |
| GTC Dutch | |||||
| Holdings B.V. | 247,461,591 | 43.10% | 337,637,591 | 58.80% | No change |
| Icona Securitization | |||||
| Opportunities Group | 90,176,000 | 15.70% | 0 | 0% | No change |
| S.A R.L.² | |||||
| GTC Holding | |||||
| Zártkörüen Müködö | 21,891,289 | 3.81% | 21,891,289 | 3.81% | No change |
| Részvénytársaság¹ | |||||
| Decrease by | |||||
| Allianz OFE³ | 62,330,336 | 10.85% 62,330,336 |
10.85% | 38,054 | |
| OFE PZU | No change | ||||
| Złota Jesień | 54,443,976 | 9.48% | 54,443,976 | 9.48% | |
| Increase by | |||||
| Other shareholders | 97,951,930 | 17.06% | 97,951,930 | 17.06% | 38,054 |
| Total | 574,255,122 | 100.00% | 574,255,122 | 100.00% | No change |
¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC Holding Zártkörüen Müködö Részvénytársaság) holds 337,637,591 shares.
² Icona Securitization Opportunities Group S.A R.L. holds directly 15.70% of the share capital of the Company with reservations that all its voting rights were transferred to GTC Dutch Holdings B.V. and that Icona granted the power of attorney to its voting rights to GTC Dutch Holdings B.V.
³ on 12 May 2023, the share of Allianz OFE in the total number of votes in the Company were above the 10% threshold due to liquidation of Drugi Allianz Polska Otwarty Fundusz Emerytalny ("Drugi Allianz OFE") and the transfer of its assets to Allianz OFE.
The following table presents shares owned directly or indirectly by members of the Company's management board of the date of publication of this quarterly report, and changes in their holdings since the date of publication of the Group's last financial report (annual report for the year ended 31 December 2022) on 25 April 2023.
The information included in the table below is based on information received from members of the management board.
| Balance as of 25 May 2023 |
The nominal value of shares in PLN |
Change since 25 April 2023 |
|
|---|---|---|---|
| (not in | (not in | (not in | |
| Management board member | thousand) | thousand) | thousand) |
| Zoltán Fekete | 0 | 0 | No change |
| Ariel Ferstman¹ | 5,240 | 524 | No change |
| János Gárdai | 0 | 0 | No change |
| Barbara Sikora² | 0 | 0 | No change |
| Total | 5,240 | 524 |
¹ Balance as of 25 April 2023
² Change since 1 May 2023
The following table presents shares owned directly or indirectly by members of the Company's supervisory board of the date of publication of this quarterly report, and changes in their holdings since the date of publication of the Group's last financial report (annual report for the year ended 31 December 2022) on 25 April 2023.
| Balance as of | The nominal | The nominal | |
|---|---|---|---|
| 25 May 2023 | value of shares in | value of shares in | |
| (not in | PLN | PLN | |
| Members of supervisory board | thousand) | (not in thousand) | (not in thousand) |
| János Péter Bartha | 0 | 0 | No change |
| Lóránt Dudás | 0 | 0 | No change |
| Balázs Figura | 0 | 0 | No change |
| Mariusz Grendowicz | 13,348 | 1,335 | No change |
| Artur Kozieja | 0 | 0 | No change |
| Marcin Murawski | 0 | 0 | No change |
| Gyula Nagy | 0 | 0 | No change |
| Bálint Szécsényi | 0 | 0 | No change |
| Bruno Vannini | 0 | 0 | No change |
| Sławomir Niemierka | 0 | 0 | No change |
| Dominik Januszewski¹ | 0 | 0 | No change |
| Total | 13,348 | 1,335 |
The information included in the table is based on information received from members of the supervisory board.
¹ Change since 16 May 2023
The Group did not conduct any material transactions with the related parties that are not based on arm's length basis
There are no individual proceeding or group of proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries, with total value of liabilities or claims being material.


| Note | 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment property | 8 | 2,251,998 | 2,243,663 |
| Residential landbank | 26,768 | 26,610 | |
| Property, plant and equipment | 12,238 | 11,141 | |
| Blocked deposits | 12,628 | 11,948 | |
| Deferred tax asset Derivatives |
10 | 3,098 12,553 |
3,161 17,054 |
| Non-current financial assets (related to | |||
| investment property) measured at fair value through profit or loss |
16 | 132,380 | 130,341 |
| Other non-current assets | 172 | 190 | |
| Loan granted to non-controlling interest | |||
| partner | 9 | 11,061 | 10,936 |
| 2,462,896 | 2,455,044 | ||
| Current assets | |||
| Accounts receivables | 8,734 | 7,913 | |
| Accrued income | 6,494 | 4,391 | |
| VAT and other tax receivables | 3,695 | 5,305 | |
| Income tax receivables | 1,780 | 1,958 | |
| Prepayments, deferred expenses and other receivables |
14,797 | 7,739 | |
| Derivatives | 10 | 9,449 | 7,793 |
| Short-term blocked deposits | 12,467 | 13,025 | |
| Cash and cash equivalents | 147,043 | 115,079 | |
| Assets held for sale | 13 | 3,888 | 51,635 |
| 208,347 | 214,838 | ||
| TOTAL ASSETS | 2,671,243 | 2,669,882 |
| 31 March 2023 |
31 December 2022 |
||
|---|---|---|---|
| Note | (unaudited) | (audited) | |
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the | |||
| Company | |||
| Share capital | 12,920 | 12,920 | |
| Share premium | 668,904 | 668,904 | |
| Unregistered share capital increase | - | - | |
| Capital reserve | (49,311) | (49,311) | |
| Hedge reserve | (8,733) | (7,515) | |
| Foreign currency translation reserve | (2,573) | (2,621) | |
| Accumulated profit | 501,686 | 490,532 | |
| 1,122,893 | 1,112,909 | ||
| Non-controlling interest | 9 | 22,180 | 22,678 |
| Total Equity | 1,145,073 | 1,135,587 | |
| Non-current liabilities | |||
| Long-term portion of long-term | |||
| borrowings | 11 | 1,192,577 | 1,189,284 |
| Lease liabilities | 12 | 39,787 | 41,483 |
| Deposits from tenants | 12,628 | 11,948 | |
| Long term payables | 2,396 | 2,394 | |
| Share based payment liabilities | 349 | 758 | |
| Derivatives | 10 | 38,494 | 46,798 |
| Deferred tax liabilities | 141,938 | 141,176 | |
| 1,428,169 | 1,433,841 | ||
| Current liabilities | |||
| Current portion of long-term borrowings | 11 | 51,006 | 48,571 |
| Current portion of lease liabilities | 12 | 366 | 388 |
| Trade payables and provisions | 34,666 | 41,208 | |
| Deposits from tenants | 1,784 | 1,639 | |
| VAT and other taxes payables | 3,592 | 1,828 | |
| Income tax payables | 3,758 | 3,571 | |
| Derivatives | 10 | 1,520 | 2,180 |
| Advances received | 1,309 | 1,069 | |
| 98,001 | 100,454 | ||
| TOTAL EQUITY AND LIABILITIES | 2,671,243 | 2,669,882 |
| Note | Three-month period ended 31 March 2023 (unaudited) |
Three-month period ended 31 March 2022 (unaudited) |
|
|---|---|---|---|
| Rental revenue | 5 | 31,107 | 31,322 |
| Service charge revenue | 5 | 11,610 | 10,443 |
| Service charge costs | 5 | (13,137) | (11,471) |
| Gross margin from operations | 29,580 | 30,294 | |
| Selling expenses | (590) | (392) | |
| Administration expenses | 6 | (3,892) | (3,221) |
| Profit/(loss) from revaluation of investment property and residential landbank |
8 | (2,980) | 3,063 |
| Other income | 37 | 35 | |
| Other expenses | (439) | (665) | |
| Profit from continuing operations before tax finance income / expense and foreign exchange differences |
21,716 | 29,114 | |
| Foreign exchange gain / (loss), net | 233 | (1,145) | |
| Finance income | 233 | 71 | |
| Finance cost | 7 | (7,902) | (8,117) |
| Profit before tax | 14,280 | 19,923 | |
| Taxation | 14 | (2,724) | (4,699) |
| Profit for the period | 11,556 | 15,224 | |
| Attributable to: | |||
| Equity holders of the Parent Company | 11,154 | 14,914 | |
| Non-controlling interest | 9 | 402 | 310 |
| Basic earnings per share (in euro) |
17 | 0.02 | 0.03 |
| Diluted earnings per share (in euro) |
17 | 0.02 | 0.03 |
| Three-month period ended 31 March 2023 (unaudited) |
Three-month period ended 31 March 2022 (unaudited) |
|
|---|---|---|
| Profit for the period | 11,556 | 15,224 |
| Other comprehensive income for the period, not to be reclassified to profit or loss in subsequent periods, net of tax |
- | - |
| Gain/(Loss) on hedge transactions | (1,479) | 7,901 |
| Income tax | 261 | (1,305) |
| Net gain/(loss) on hedge transactions | (1,218) | 6,596 |
| Foreign currency translation | 48 | (124) |
| Other comprehensive income for the period, to be reclassified to profit or loss in subsequent periods, net of tax |
(1,170) | 6,472 |
| Total comprehensive income/(loss) for the period, net of tax |
10,386 | 21,696 |
| Attributable to: | ||
| Equity holders of the Parent Company | 9,984 | 21,386 |
| Non-controlling interest | 402 | 310 |
| Balance as of | Share capital 12,920 |
Share premium 668,904 |
Unregistered share capital increase - |
Capital reserve (49,311) |
Hedge reserve (7,515) |
Foreign currency translation reserve (2,621) |
Accumulated profit 490,532 |
Total 1,112,909 |
Non controlling interest ("NCI") 22,678 |
Total 1,135,587 |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 January 2023 (audited) | ||||||||||
| Other comprehensive income/(loss) |
- | - | - | - | (1,218) | 48 | - | (1,170) | - | (1,170) |
| Result for the period ended 31 March 2023 |
- | - | - | - | - | - | 11,154 | 11,154 | 402 | 11,556 |
| Total comprehensive income / (loss) for the period |
- | - | - | - | (1,218) | 48 | 11,154 | 9,984 | 402 | 10,386 |
| Dividend paid to NCI | - | - | - | - | - | - | - | - | (900) | (900) |
| Balance as of 31 March 2023 (unaudited) |
11,007 12,920 |
550,522 668,904 |
(49,489) - |
(49,311(11,930) ) |
(8,733) | (2,553) (2,573) |
460,053 501,686957,610 |
1,122,893 | 16,53822,180 | 974,148 1,145,073 |
| Share capital | Share premium |
Unregistered share capital increase |
Capital reserve |
Hedge reserve |
Foreign currency translation reserve |
Accumulated profit |
Total | Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2022 (audited) |
11,007 | 550,522 | 120,295 | (49,489) | (30,903) | (2,570) | 501,704 | 1,100,566 | 16,423 | 1,116,989 |
| Other comprehensive income/(loss) |
- | - | - | - | 6,596 | (124) | - | 6,472 | - | 6,472 |
| Result for the period ended 31 March 2022 |
- | - | - | - | - | - | 14,914 | 14,914 | 310 | 15,224 |
| Total comprehensive income / (loss) for the period |
- | - | - | - | 6,596 | (124) | 14,914 | 21,386 | 310 | 21,696 |
| Registered share capital increase |
1,913 | 118,382 | (120,295) | - | - | - | - | - | - | - |
| Balance as of 31 March 2022 (unaudited) |
11,007 12,920 |
550,522 668,904 |
(49,489) - |
(49,489)(11,930) | (24,307) | (2,553) (2,694)60,053 |
516,618957,610 | 1,121,952 | 16,53816,733 | 974,148 1,138,685 |
The accompanying notes are an integral part of this Interim Condensed Consolidated Financial Statements
| Three-month period ended 31 March 2023 (unaudited) |
Three-month period ended 31 March 2022 (unaudited) |
||
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | Note | ||
| Profit before tax | 14,280 | 19,923 | |
| Adjustments for: | |||
| Loss/(profit) from revaluation of investment property and residential landbank |
8 | 2,980 | (3,063) |
| Foreign exchange differences, net Finance income |
(233) (233) |
1,145 (71) |
|
| Finance cost Share based payment provision revaluation Depreciation |
7 6 |
7,902 (409) 147 |
8,117 (415) 121 |
| Operating cash before working capital changes | 24,434 | 25,757 | |
| Increase in accounts receivables and prepayments and other current assets |
(6,072) | (2,042) | |
| Decrease in advances received | 240 | 1,135 | |
| Increase in deposits from tenants | 826 | 1,338 | |
| Increase / (decrease) in trade and other payables | 1,335 | (2,784) | |
| Cash generated from operations | 20,763 | 23,404 | |
| Tax paid in the period | (1,147) | (1,633) | |
| Net cash from operating activities | 19,616 | 21,771 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Expenditure on investment property and property, plant and equipment |
8 | (25,304) | (29,938) |
| Purchase of completed assets and land | - | (50,356) | |
| Sale of residential landbank | - | 1,073 | |
| Sale of subsidiary, net of cash in disposed assets | - | 125,112 | |
| Sale of completed assets | 13 | 49,204 | - |
| Expenditure on non-current financial assets | 16 | (1,333) | - |
| VAT/tax on purchase/sale of investment property | 1,610 | 1,214 | |
| Interest received | 108 | 3 | |
| Net cash from investing activities | 24,285 | 47,108 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Proceeds from long-term borrowings | 11 | - | 432 |
| Repayment of long-term borrowings | 11 | (5,468) | (3,358) |
| Interest paid and other financing breaking fees | (4,724) | (4,924) | |
| Proceeds from issue of share capital, net of issuance costs | - | 120,386 | |
| Repayment of lease liability | 12 | (611) | (525) |
| Decrease/(Increase) in short term deposits | (122) | 163 | |
| Dividend paid to non-controlling interest | (900) | - | |
| Net cash from financing activities | (11,825) | 112,174 | |
| Net foreign exchange difference, related to cash and cash equivalents |
(112) | (102) | |
| Net increase/ (Decrease) in cash and cash equivalents | 31,964 | 180,951 | |
| Cash and cash equivalents at the beginning of the period | 115,079 | 96,633 | |
| Cash and cash equivalents at the end of the period | 147,043 | 277,584 |
Globe Trade Centre S.A. (the "Company", "GTC S.A." or "GTC") with its subsidiaries ("GTC Group" or "the Group") is an international real estate developer and investor. The Company was registered in Warsaw on 19 December 1996. The Company's registered office is in Warsaw (Poland) at Komitetu Obrony Robotników 45a. The Company owns, through its subsidiaries, commercial and residential real estate companies with a focus on Poland, Hungary, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group companies.
As of 31 March 2023, the majority shareholder of the Company is GTC Dutch Holdings B.V. ("GTC Dutch") who holds 247,461,591 shares in the Company representing 43.10% of the Company's share capital, entitling to 247,461,591 votes in the Company, representing 43.10% of the total number of votes in GTC S.A. Additionally, GTC Holding Zrt. holds 21,891,289 shares, entitling to 21,891,289 votes in GTC S.A., representing 3.81% of the Company's share capital and carrying the right to 3.81% of the total number of votes in GTC S.A.. Parent company of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Ventures Private Equity Funds, which indirectly holds 269,352,880 shares of GTC S.A., entitling to 269,352,880 votes in the Company, representing 46.91% of the Company's share capital and carrying the right to 46.91% of the total number of votes in GTC S.A.
The ultimate controlling party of the Group is Pallas Athéné Domus Meriti Foundation.
Based on the power of attorney granted to GTC Dutch by Icona Securitization Opportunities Group S.A R.L. ("Icona"), who holds directly 90,176,000 shares representing 15.70% of the share capital of the Company, GTC Dutch also exercises voting rights from 90,176,000 shares belonging to Icona. As a result, Optimum Ventures Private Equity Funds is entitled to 359,528,880 votes in GTC S.A. representing 62.61% of the total number of votes in the Company.
Additionally, GTC Holding Zrt., GTC Dutch and Icona are acting in concert based on the agreement concerning joint policy towards the Company and exercising of voting rights on selected matters at the general meeting of the Company in an agreed manner.
On 19 July 2022, GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of the office building owned by the subsidiary. The selling price under the Agreement was HUF 19.1 billion (ca. EUR 47.7 million as of 31 December 2022). As of 30 January 2023 the full purchase price (ca. EUR 49.2 million) was paid and the transaction was completed.
On 31 March 2023, GTC Origine Zrt., a wholly-owned subsidiary of the Company, signed a quota transfer agreement to acquire 100% holding of Tiszai Fény Alfa Kft, which owns 9 newly developed solar power plants with installed nominal capacity of max 0.5 MW each, operating in Tiszafüred, Hungary for a consideration of HUF 2.4 billion (ca EUR 6.4 million). The project shall be financed partially by a bank facility in the amount of EUR 2.6 million. The transaction is expected to close in Q2 2023.
Detailed analysis of the impact of the war on the operations of the Group has been performed for the purpose of preparation of the annual consolidated financial statements.
Similarly, as at the date of these financial statements, the direct impact of the war in Ukraine on the Group's operations is not material. However, it is not possible to estimate the scale of such impact in the future and due to high volatility, the Company monitors the situation on an ongoing basis and analyses its potential impact both from the perspective of individual projects and the entire Group and its long-term investment plans.
The Interim Condensed Consolidated Financial Statements for the three-month period ended 31 March 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by EU.
At the date of authorisation of these consolidated financial statements, taking into account the EU's ongoing process of IFRS endorsement and the nature of the Group's activities, there is no significant difference between International Financial Reporting Standards applying to these consolidated financial statements and International Financial Reporting Standards endorsed by the European Union. The new standards which have been issued but are not effective yet in the financial year beginning on 1 January 2023 have been presented in the Group's consolidated financial statements for the year ended 31 December 2022 (note 6).
The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements and the notes thereto for the year ended 31 December 2022, which were authorized for issue on 24 April 2023. 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, as the Group primarily generates and expends cash in euro: prices (rental income) are denominated in euro) and all external borrowings are denominated in euro or hedged to euro through swap instruments. 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 a translation into euro using appropriate exchange rates outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates. Assets and liabilities are translated at the period end exchange rate, while income and expenses are translated at average exchange rates for the period if it approximates actual rate. All resulting exchange differences are classified in equity as "Foreign currency translation reserve" without affecting earnings for the period.
As of 31 March 2023, the Group's net working capital (defined as current assets less current liabilities) amounted to EUR 110.3 million.
The management has analysed the timing, nature and scale of potential financing needs of particular subsidiaries and believes that there are no risks for paying current financial liabilities and 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 date of the financial statements. 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 twelve months from the date of the financial statements.
There were no changes in significant accounting estimates and management's judgements during period.
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 2022 (see note 6 to the consolidated financial statements for 2022) except for accounting for income tax which is recognised in interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year and changes in the standards which became effective as of 1 January 2023:
The Group's assessment is that the above changes have no material impact..
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.
The interim Condensed Consolidated Financial Statements include financial statements of the Company and its subsidiaries listed below together with direct and indirect ownership of these entities, and voting rights proportion as at the end of each period (the table presents the effective stake):
| Holding | Country of | 31 March | 31 December | |
|---|---|---|---|---|
| Name | Company | incorporation | 2023 | 2022 |
| GTC Konstancja Sp. z o.o.1 | GTC S.A. | Poland | - | 100% |
| GTC Korona S.A. | GTC S.A. | Poland | 100% | 100% |
| Globis Poznań Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Aeropark Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Globis Wrocław Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Satellite Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Sterlinga Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Karkonoska Sp. z o.o.1 | GTC S.A. | Poland | - | 100% |
| 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% |
| GTC Galeria CTWA Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Artico Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Hungary Real Estate | ||||
| Development Company Pltd. | GTC S.A. | Hungary | 100% | 100% |
| ("GTC Hungary") | ||||
| GTC Duna Kft. | GTC Hungary | Hungary | 100% | 100% |
| Váci út 81-85. Kft. | GTC Hungary | Hungary | 100% | 100% |
| Riverside Apartmanok Kft.2 | GTC Hungary | Hungary | 100% | 100% |
| Centre Point I. Kft. | Váci út 81-85. Kft. | Hungary | 100% | 100% |
| Centre Point II. Kft. | Váci út 81-85. Kft. | Hungary | 100% | 100% |
| Spiral I. Kft. | GTC Hungary | Hungary | 100% | 100% |
| Albertfalva Üzletközpont Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC Metro Kft. | GTC Hungary | Hungary | 100% | 100% |
| Kompakt Land Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC White House Kft. | GTC Hungary | Hungary | 100% | 100% |
| VRK Tower Kft. | GTC Hungary | Hungary | 100% | 100% |
1 Liquidated
2 Under liquidation
| Name | Holding Company |
Country of incorporation |
31 March 2023 |
31 December 2022 |
|---|---|---|---|---|
| GTC Future Kft. | GTC Hungary | Hungary | 100% | 100% |
| Globe Office Investments Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC Investments Sp. z o.o. | GTC Hungary | Poland | 100% | 100% |
| GTC Univerzum Projekt Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC Origine Investments Pltd. ("GTC Origine") |
GTC S.A. | Hungary | 100% | 100% |
| GTC HBK Project Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC VI188 Property Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC FOD Property Kft. | GTC Origine | Hungary | 100% | 100% |
| G-Delta Adrssy Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC KLZ 7-10 Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC PSZTSZR Projekt Kft | GTC Origine | Hungary | 100% | 100% |
| GTC DBRNT Projekt Kft | GTC Origine | Hungary | 100% | 100% |
| GTC B41 d.o.o. | GTC Origine | Serbia | 100% | 100% |
| GTC K43-45 Property Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC Liffey Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC UK Real Estate Investments Ltd. | GTC Origine | United Kingdom | 100% | 100% |
| GTC Nekretnine Zagreb d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Euro Structor d.o.o. | GTC S.A. | Croatia | 70% | 70% |
| Marlera Golf LD d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Nova Istra Idaeus d.o.o. | Marlera Golf LD d.o.o. |
Croatia | 100% | 100% |
| GTC Matrix Future d.o.o.3 | GTC S.A. | Croatia | 100% | - |
| GTC Seven Gardens d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Commercial Development d.o.o. Beograd | GTC S.A. | Serbia | 100% | 100% |
| Glamp d.o.o. Beograd4 | GTC S.A. | Serbia | 100% | 100% |
| Towers International Property S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Green Dream S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Aurora Business Complex S.R.L. | GTC S.A. | Romania | 100% | 100% |
| City Gate Bucharest S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Venus Commercial Center S.R.L. | GTC S.A. | Romania | 100% | 100% |
| City Gate S.R.L. | GTC S.A. | Romania | 100% | 100% |
| City Rose Park S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Deco Intermed S.R.L. | GTC S.A. | Romania | 66.7% | 66.7% |
| GML American Regency Pipera S.R.L.5 | GTC S.A. | Romania | 75% | 75% |
3 Newly established wholly-owned subsidiary.
4 GTC S.A. holds 100% shares through a wholly-owned subsidiary GTC Hungary, which has 70% of shares and remaining 30% is held directly by GTC S.A.
5 Under liquidation (The liquidation process has been completed in Q2 2023).
| Name | Holding Company |
Country of incorporation |
31 March 2023 |
31 December 2022 |
|
|---|---|---|---|---|---|
| NRL EAD | GTC S.A. | Bulgaria | 100% | 100% | |
| Advance Business Center EAD | GTC S.A. | Bulgaria | 100% | 100% | |
| GTC Yuzhen Park EAD | GTC S.A. | Bulgaria | 100% | 100% | |
| Dorado 1 EOOD | GTC S.A. | Bulgaria | 100% | 100% | |
| GOC EAD | GTC S.A. | Bulgaria | 100% | 100% | |
| GTC Flex EAD | GTC S.A. | Bulgaria | 100% | 100% | |
| GTC Aurora Luxembourg S.A. | GTC S.A. | Luxembourg | 100% | 100% | |
| Europort Investment (Cyprus) 1 Limited | GTC S.A. | Cyprus | 100% | 100% |
| Three-month period ended 31 March |
Three-month period ended 31 March |
|
|---|---|---|
| 2023 (unaudited) |
2022 (unaudited) |
|
| Rental income from office sector | 18,547 | 19,710 |
| Service charge revenue from office sector | 6,801 | 5,949 |
| Rental income from retail sector | 12,560 | 11,612 |
| Service charge revenue from retail sector | 4,809 | 4,494 |
| TOTAL | 42,717 | 41,765 |
The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets, and other factors. GTC operates in six core markets: Poland, Hungary, Bucharest, Belgrade, Sofia, and Zagreb.
Operating segments are divided into geographical zones, which have common characteristics and reflect the nature of management reporting structure:
Segmental analysis of rental income and costs for the three-month period ended 31 March 2023 and 31 March 2022 is presented below:
| Period ended 31 March 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Portfolio | Rental revenue |
Service charge revenue |
Service charge costs |
Gross margin from operations |
|||
| Poland | 12,722 | 5,080 | (5,431) | 12,371 | |||
| Belgrade | 2,193 | 801 | (930) | 2,064 | |||
| Hungary | 8,330 | 3,249 | (3,700) | 7,879 | |||
| Bucharest | 2,264 | 594 | (787) | 2,071 | |||
| Zagreb | 2,015 | 957 | (1,171) | 1,801 | |||
| Sofia | 3,583 | 929 | (1,118) | 3,394 | |||
| Total | 31,107 | 11,610 | (13,137) | 29,580 |
| Period ended 31 March 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Portfolio | Rental revenue |
Service charge revenue |
Service charge costs |
Gross margin from operations |
|||
| Poland | 12,712 | 4,545 | (4,803) | 12,454 | |||
| Belgrade | 2,370 | 561 | (708) | 2,223 | |||
| Hungary | 8,574 | 2,975 | (3,009) | 8,540 | |||
| Bucharest | 2,145 | 647 | (891) | 1,901 | |||
| Zagreb | 2,592 | 966 | (1,056) | 2,502 | |||
| Sofia | 2,929 | 749 | (1,004) | 2,674 | |||
| Total | 31,322 | 10,443 | (11,471) | 30,294 |
Segmental analysis of assets and liabilities as of 31 March 2023 is presented below:
| Real estate (*) |
Cash and deposits |
Other | Total assets |
Loans, bonds and leases |
Deferred tax liability |
Other | Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 873,709 | 30,877 | 19,463 | 924,049 | 272,140 | 61,365 | 13,525 | 347,030 |
| Belgrade | 175,985 | 3,465 | 2,905 | 182,355 | 815 | 2,712 | 8,172 | 11,699 |
| Hungary | 705,060 | 18,024 | 29,509 | 752,593 | 268,465 | 19,730 | 13,257 | 301,452 |
| Bucharest | 178,872 | 6,010 | 2,069 | 186,951 | 8,921 | 12,033 | 2,778 | 23,732 |
| Zagreb | 128,271 | 5,744 | 12,557 | 146,572 | 43,621 | 16,367 | 6,806 | 66,794 |
| Sofia | 199,360 | 3,971 | 1,018 | 204,349 | 66 | 8,817 | 5,419 | 14,302 |
| Other | 31,697 | 608 | 684 | 32,989 | 2,251 | - | 402 | 2,653 |
| Non allocated (**) |
- | 103,439 | 137,946 | 241,385 | 694,995 | 20,914 | 42,599 | 758,508 |
| Total | 2,292,954 | 172,138 | 206,151 | 2,671,243 | 1,291,274 | 141,938 | 92,958 | 1,526,170 |
(*) Real estate comprise of investment property, residential landbank, assets held for sale and value of buildings and related improvements presented within property, plant and equipment (including right of use).
(**) Other assets represent mainly non-current financial assets in Ireland (EUR 119 million) and in Luxembourg (EUR 13 million).
Loans, bonds and leases comprise mainly of bonds issued by GTC S.A., GTC Hungary and GTC Aurora Luxembourg S.A. Other liabilities comprise mainly derivatives payable in the amount of EUR 38,494, related to bonds in HUF.
Segmental analysis of assets and liabilities as of 31 December 2022 is presented below:
| Real estate (*) |
Cash and deposits |
Other | Total assets |
Loans, bonds and leases |
Deferred tax liabilities |
Other | Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 874,148 | 28,348 | 20,895 | 923,391 | 277,675 | 61,293 | 14,678 | 353,646 |
| Belgrade | 175,662 | 4,824 | 2,372 | 182,858 | 815 | 3,085 | 8,039 | 11,939 |
| Hungary | 746,985 | 17,159 | 24,834 | 788,978 | 269,596 | 19,427 | 15,355 | 304,378 |
| Bucharest | 179,310 | 6,454 | 1,626 | 187,390 | 9,389 | 11,957 | 2,818 | 24,164 |
| Zagreb | 125,117 | 5,598 | 11,960 | 142,675 | 43,680 | 16,352 | 5,554 | 65,586 |
| Sofia | 199,360 | 4,571 | 1,185 | 205,116 | 71 | 8,716 | 6,883 | 15,670 |
| Other | 30,648 | 410 | 456 | 31,514 | 2,345 | - | 13 | 2,358 |
| Non allocated (**) | - | 72,688 | 135,272 | 207,960 | 684,252 | 20,346 | 51,956 | 756,554 |
| Total | 2,331,230 | 140,052 | 198,600 | 2,669,882 | 1,287,823 | 141,176 | 105,296 | 1,534,295 |
(*) Real estate comprise of investment property, residential landbank, assets held for sale and value of buildings and related improvements presented within property, plant and equipment (including right of use).
(**) Other assets represent mainly non-current financial assets in Ireland (EUR 117.7 million) and in Luxembourg (EUR 12.6 million).
Loans, bonds and leases comprise mainly of bonds issued by GTC S.A., GTC Hungary and GTC Aurora Luxembourg S.A. Other liabilities comprise mainly of derivatives payable in the amount of EUR 46,798, related to bonds in HUF.
Administration expenses for the three-month period ended 31 March 2023 and 31 March 2022 comprise the following amounts:
| Three-month period ended 31 March 2023 |
Three-month period ended 31 March 2022 |
|
|---|---|---|
| (unaudited) | (unaudited) | |
| Administration expenses | 4,301 | 3,636 |
| Share based payment provision revaluation |
(409) | (415) |
| Total | 3,892 | 3,221 |
Finance costs for the three-month period ended 31 March 2023 and 31 March 2022 comprises the following amounts:
| Three-month period ended 31 March 2023 (unaudited) |
Three-month period ended 31 March 2022 (unaudited) |
|
|---|---|---|
| Interest expenses (on financial liabilities that are not fair valued through profit or loss), banking costs and other charges |
6,912 | 7,106 |
| Finance costs related to lease liability | 453 | 456 |
| Amortization of long-term borrowings raising costs |
537 | 555 |
| Total | 7,902 | 8,117 |
The weighted average interest rate (including hedges) on the Group's loans as of 31 March 2023 was 2.25% p.a. (2.21% p.a. as of 31 December 2022).
Investment properties that are owned by the Group are office and commercial space, including property under construction.
Completed assets are valued using discounted cash flow (DCF) method. Completed investment properties are externally valued by independent appraisers at year end and middle year based on open market values (RICS Standards). For the purpose of Q1 and Q3 quarterly Interim Condensed Consolidated Financial Statements the Group receives letters from its external appraisers to verify if the market value of completed investment properties has not been changed comparing to previous quarter. Based on received letters there have not been any material changes to the valuation as of 31 March 2023 compared to the valuation as of 31 December 2022.
Investment property can be split up as follows:
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| Completed investment property | 2,003,906 | 2,002,871 |
| Investment property under construction | 58,992 | 51,487 |
| Investment property landbank | 151,348 | 150,406 |
| Right of use of lands under perpetual usufruct (IFRS 16) |
37,752 | 38,899 |
| Total | 2,251,998 | 2,243,663 |
The movement in investment property for the periods ended 31 March 2023 and 31 December 2022 was as follows:
| Right of use of lands under perpetual usufruct (IFRS 16) |
Completed investment property |
Investment property under construction |
Landbank | Total | |
|---|---|---|---|---|---|
| Carrying amount as of | 38,428 | 1,929,979 | 132,410 | 139,843 | 2,240,660 |
| 1 January 2022 | |||||
| Capitalised expenditure | - | 17,017 | 72,454 | 2,721 | 92,192 |
| Purchase of completed assets and land |
- | 8,029 | 10,156 | 40,334 | 58,519 |
| Reclassification (1) | - | 182,300 | (161,219) | (21,081) | - |
| Adjustment to fair value / (impairment) |
- | (25,362) | (2,314) | 674 | (27,002) |
| Revaluation of right of use of lands under perpetual usufruct |
(541) | - | - | - | (541) |
| Reclassified to assets held for sale |
(1,398) | (47,700) | - | (3,198) | (52,296) |
| Increase | 2,427 | - | - | - | 2,427 |
| Disposal of land (2) | - | - | - | (8,887) | (8,887) |
| Sale of completed building (3) | - | (61,392) | - | - | (61,392) |
| Foreign exchange differences | (17) | - | - | - | (17) |
| Carrying amount as of 31 December 2022 |
38,899 | 2,002,871 | 51,487 | 150,406 | 2,243,663 |
| Capitalised expenditure | - | 5,161 | 7,505 | 1,167 | 13,833 |
| Prepaid right of use of lands under perpetual usufruct |
(742) | - | - | - | (742) |
| Adjustment to fair value / (impairment) |
- | (4,126) | - | (225) | (4,351) |
| Revaluation of right of use of lands under perpetual usufruct |
(182) | - | - | - | (182) |
| Decrease | (149) | - | - | - | (149) |
| Foreign exchange differences | (74) | - | - | - | (74) |
| Carrying amount as of 31 March 2023 |
37,752 | 2,003,906 | 58,992 | 151,348 | 2,251,998 |
(1) Completion of Pillar building in Hungary in Q1 2022 (EUR 112m), Glamp in Serbia (EUR 50.4m) and Sofia Tower in Sofia (EUR 19.9m) in Q4 2022. Moreover, commencement of Center Point III construction (transfer from landbank to under construction).
(2) Sale of land plots in Poland.
(3) Sale of Cascade and Matrix building.
Fair value and impairment adjustment consists of the following:
| Three-month period ended 31 March 2023 |
Three-month period ended 31 March 2022 |
|
|---|---|---|
| (unaudited) | (unaudited) | |
| Adjustment to fair value of completed investment properties |
(4,126) | 3,103 |
| Adjustment to the fair value of investment properties under construction |
- | 31 |
| Impairment adjustment | (225) | (158) |
| Total adjustment to fair value / (impairment) of investment property |
(4,351) | 2,976 |
| Adjustment to fair value of assets held for sale and other |
1,723 | 292 |
| Revaluation of right of use of lands under perpetual usufruct (including residential landbank) |
(191) | (205) |
| Impairment of residential landbank | (161) | - |
| Total recognised in profit or loss | (2,980) | 3,063 |
Reconciliation between capitalized expenditure and paid expenditure is presented below:
| Three-month period ended 31 March 2023 (unaudited) |
Three-month period ended 31 March 2022 (unaudited) |
|
|---|---|---|
| Capitalized expenditure | 13,833 | 73,954 |
| Change in payables and provisions related to investing activities |
6,758 | 533 |
| Change in receivables related to investing activities | 3,254 | 5,807 |
| Expenditure on residential landbank | 167 | - |
| Purchase of property, plant, and equipment | 1,292 | - |
| Paid expenditures in line with cash flow statement | 25,304 | 80,294 |
Assumptions used in the fair value valuations of completed assets as of 31 March 2023 are presented below:
| GLA | Average | Actual Average |
Average | Average | ||
|---|---|---|---|---|---|---|
| Portfolio | Book value | thousand | Occupancy | rent | ERV* | Yield** |
| Euro/ | Euro/ | |||||
| '000 Euro | sqm | % | sqm/m | sqm/m | % | |
| Poland retail | 442,700 | 114 | 94% | 21.6 | 21.6 | 6.2% |
| Poland office | 356,538 | 195 | 81% | 14.6 | 14.2 | 7.7% |
| Belgrade retail | 90,000 | 34 | 100% | 19.7 | 21.0 | 8.9% |
| Belgrade office | 50,400 | 18 | 94% | 18.3 | 18.2 | 7.3% |
| Hungary office | 584,883 | 198 | 86% | 18.4 | 16.1 | 6.4% |
| Hungary retail | 20,700 | 6 | 91% | 19.3 | 19.2 | 6.7% |
| Bucharest office | 163,785 | 62 | 75% | 19.8 | 17.7 | 6.7% |
| Zagreb retail | 84,800 | 28 | 99% | 23.3 | 22.3 | 9.0% |
| Zagreb office | 14,800 | 7 | 100% | 16.6 | 14.9 | 9.3% |
| Sofia office | 113,600 | 52 | 90% | 16.0 | 15.3 | 7.9% |
| Sofia retail | 81,700 | 23 | 98% | 23.8 | 23.1 | 7.8% |
| Total | 2,003,906 | 737 | 87% | 18.3 | 17.3 | 7.0% |
(*) ERV- Estimated Rent Value as of December 31, 2022 (the open market rent value that a property can be reasonably expected to attain based on characteristics such as a condition of the property, amenities, location, and local market conditions).
(**) Average yield is calculated as in-place rent divided by fair value of asset.
Assumptions used in the fair value valuations of completed assets as of 31 December 2022 are presented below:
| GLA | Average | Actual Average |
Average | Average | |||
|---|---|---|---|---|---|---|---|
| Portfolio | Book value | thousand | Occupancy | rent | ERV* | Yield** | |
| '000 Euro | sqm | % | Euro/ sqm/m |
Euro/ sqm/m |
% | ||
| Poland retail | 442,700 | 114 | 95% | 21.5 | 21.6 | 6.2% | |
| Poland office | 356,438 | 195 | 80% | 14.7 | 14.2 | 7.7% | |
| Belgrade retail | 90,000 | 34 | 100% | 18.7 | 21.0 | 8.5% | |
| Belgrade office | 50,400 | 18 | 94% | 18.0 | 18.2 | 7.2% | |
| Hungary office | 583,948 | 198 | 87% | 16.8 | 16.3 | 6.0% | |
| Hungary retail | 20,700 | 6 | 89% | 18.1 | 18.5 | 6.0% | |
| Bucharest office | 163,785 | 62 | 74% | 18.8 | 17.8 | 6.3% | |
| Zagreb retail | 84,800 | 28 | 98% | 21.7 | 22.3 | 8.3% | |
| Zagreb office | 14,800 | 7 | 96% | 15.5 | 14.9 | 8.4% | |
| Sofia office | 113,600 | 52 | 89% | 16.0 | 15.3 | 7.9% | |
| Sofia retail | 81,700 | 23 | 97% | 22.3 | 23.1 | 7.2% | |
| Total | 2,002,871 | 737 | 87% | 17.7 | 17.3 | 6.8% |
(*) ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such as a condition of the property, amenities, location, and local market conditions).
(**) Average yield is calculated as in-place rent divided by fair value of asset.
Information regarding investment properties under construction as of 31 March 2023 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Budapest (Center Point III) | 21,727 | 36 |
| Budapest (Rose Hill Business Campus) | 19,087 | 15 |
| Zagreb (Matrix C) | 18,178 | 11 |
| Total | 58,992 | 62 |
Information regarding investment properties under construction as of 31 December 2022 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Budapest (Center Point III) | 19,500 | 36 |
| Budapest (Rose Hill Business Campus) | 17,000 | 15 |
| Zagreb (Matrix C) | 14,987 | 11 |
| Total | 51,487 | 62 |
Information regarding book value of investment property landbank for construction as of 31 March 2023 and 31 December 2022 is presented below:
| 31 March 2023 | 31 December 2022 | |
|---|---|---|
| Poland | 38,935 | 38,850 |
| Hungary | 55,644 | 55,103 |
| Serbia | 34,787 | 34,461 |
| Romania | 7,429 | 7,402 |
| Bulgaria | 4,060 | 4,060 |
| Croatia | 10,493 | 10,530 |
| Total | 151,348 | 150,406 |
The Company's subsidiary that holds Avenue Mall (Euro Structor d.o.o.) has granted in 2018 its shareholders a loan, pro-rata to their stake in the subsidiary. The loan principal and interest shall be repaid by 30 December 2026. In the event that Euro Structor renders a resolution for the distribution of dividend, Euro Structor has the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan shall be due for repayment upon the sale.
Summarised financial information of the material non-controlling interest as of 31 March 2023 is presented below:
| Euro Structor d.o.o. |
Non-core projects |
Total | |
|---|---|---|---|
| NCI share in equity | 24,096 | (1,916) | 22,180 |
| Loans received from NCI | - | 2,472 | 2,472 |
| Loans granted to NCI | (11,061) | - | (11,061) |
| Total as of 31 March 2023 (unaudited) |
13,035 | 556 | 13,591 |
| NCI share in profit / (loss) | 437 | (35) | 402 |
The Group holds instruments (IRS, CAP, currency SWAP and cross-currency interest rate SWAP) that hedge the risk involved in fluctuations of interest rate and currencies rates. The instruments hedge interest on loans and bonds for a period of 2-10 years.
Derivatives are presented in financial statements as below:
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| Non-current assets | 12,553 | 17,054 |
| Current assets | 9,449 | 7,793 |
| Non-current liabilities | (38,494) | (46,798) |
| Current liabilities | (1,520) | (2,180) |
| Total | (18,012) | (24,131) |
The movement in derivatives for the periods ended 31 March 2023 and 31 December 2022 was as follows:
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| Fair value as of the beginning of the year | (24,131) | (40,598) |
| Charged to other comprehensive income | (1,479) | 27,533 |
| Charged to profit or loss (*) | 7,598 | (11,066) |
| Fair value as of the end of the period | (18,012) | (24,131) |
(*) This gain mainly offset a foreign exchange difference losses on bonds nominated in PLN and HUF.
The movement in hedge reserve in equity for the periods ended 31 March 2023 and 31 December 2022 was as follows:
| 31 March 2023 | 31 December 2022 | |
|---|---|---|
| Hedge reserve as of the beginning of the year |
(7,515) | (30,903) |
| Charged to other comprehensive income | 6,119 | 16,467 |
| Realized in the period (charged to profit or loss) (*) |
(7,598) | 11,066 |
| Total impact on other comprehensive income | (1,479) | 27,533 |
| Income tax on hedge transactions | 261 | (4,145) |
| Hedge reserve as of the end of the year | (8,733) | (7,515) |
(*) This loss mainly offset a foreign exchange difference gains on bonds nominated in PLN and HUF.
Derivatives are measured at fair value at each reporting date. Valuations of hedging derivatives are considered as level 2 fair value measurements. Fair value of derivatives is measured using cash flows models based on the data from publicly available sources.
The Company applies cash flow hedge accounting and uses derivatives as hedging instruments. The Group uses both qualitative and quantitative methods for assessing effectiveness of the hedge. All derivatives are measured at fair value, effective part is included in other comprehensive income and reclassified to profit or loss when hedged item affects P&L. The Group uses IRS and Cap for hedging interest rate risk on loans, and crosscurrency interest rate swaps for hedging both interest rate risk and currency risk on bonds denominated in foreign currencies.
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 31,931 | 31,495 |
| Green bonds mature in 2027-2030 (HU0000360102) | 104,280 | 99,010 |
| Green bonds mature in 2028-2031 (HU0000360284) | 51,989 | 49,866 |
| Green bonds mature in 2026 (XS2356039268) | 506,703 | 503,784 |
| Loan from Santander (Globis Poznan) | 15,536 | 15,693 |
| Loan from Santander (Pixel) | 18,149 | 18,322 |
| Loan from Santander (Globis Wroclaw) | 13,501 | 13,501 |
| Loan from Berlin Hyp (Corius) | 9,500 | 9,500 |
| Loan from Pekao (Sterlinga) | 11,456 | 14,088 |
| Loan from PKO BP (Artico) | 12,700 | 12,828 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 109,156 | 110,375 |
| Loan from Berlin Hyp (UBP) | 35,000 | 35,000 |
| Loan from Santander (Francuska) | 17,781 | 17,950 |
| Loan from OTP (Centre Point) | 45,603 | 46,055 |
| Loan from UniCredit Bank (Pillar) | 57,000 | 57,000 |
| Loan from OTP (Duna) | 35,364 | 35,715 |
| Loan from Erste (HBK) | 10,775 | 10,873 |
| Loan from Erste (Váci Greens D) | 23,500 | 23,688 |
| Loan from OTP (Ericsson/evosoft Hungary) | 80,000 | 80,000 |
| Loan from Erste (V188) | 16,225 | 16,268 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 42,500 | 42,500 |
| Loans from NCI | 2,472 | 2,441 |
| Deferred issuance debt expenses | (7,538) | (8,097) |
| Total | 1,243,583 | 1,237,855 |
Long-term loans and bonds have been separated into the current portion and the long-term portion as disclosed below:
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| Current portion of long-term loans and bonds: | ||
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 31,931 | 31,495 |
| Green bonds mature in 2027-2030 (HU0000360102) | 340 | 72 |
| Green bonds mature in 2028-2031 (HU0000360284) | 19 | 397 |
| Green bonds mature in 2026 (XS2356039268) | 8,652 | 5,877 |
| Loan from Santander (Globis Poznan) | 629 | 629 |
| Loan from Santander (Pixel) | 690 | 690 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 4,875 | 4,875 |
| Loan from Pekao (Sterlinga) | - | 525 |
| Loan from PKO BP (Artico) | 510 | 510 |
| Loan from Santander (Francuska) | 676 | 676 |
| Loan from OTP (Centre Point) | 1,807 | 1,807 |
| Loan from OTP (Duna) | 1,401 | 1,401 |
| Loan from Erste (Váci Greens D) | 750 | 750 |
| Loan from Erste (HBK) | - | 98 |
| Loan from Erste (V188) | - | 43 |
| Deferred issuance debt expenses | (1,274) | (1,274) |
| Total | 51,006 | 48,571 |
| 31 March 2023 | 31 December 2022 | |
|---|---|---|
| (unaudited) | (audited) | |
| Long term portion of long-term loans and bonds: | ||
| Green bonds mature in 2027-2030 (HU0000360102) | 103,940 | 98,938 |
| Green bonds mature in 2028-2031 (HU0000360284) | 51,970 | 49,469 |
| Green bonds mature in 2026 (XS2356039268) | 498,051 | 497,907 |
| Loan from Santander (Globis Poznan) | 14,907 | 15,064 |
| Loan from Santander (Pixel) | 17,459 | 17,632 |
| Loan from Santander (Globis Wroclaw) | 13,501 | 13,501 |
| Loan from Berlin Hyp (Corius) | 9,500 | 9,500 |
| Loan from Pekao (Sterlinga) | 11,456 | 13,563 |
| Loan from PKO BP (Artico) | 12,190 | 12,318 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 104,281 | 105,500 |
| Loan from Berlin Hyp (UBP) | 35,000 | 35,000 |
| Loan from Santander (Francuska) | 17,105 | 17,274 |
| Loan from OTP (Centre Point) | 43,796 | 44,248 |
| Loan from OTP (Duna) | 33,963 | 34,314 |
| Loan from Erste (HBK) | 10,775 | 10,775 |
| Loan from Erste (Váci Greens D) | 22,750 | 22,938 |
| Loan from OTP (Ericsson/evosoft Hungary) | 80,000 | 80,000 |
| Loan from Erste (V188) | 16,225 | 16,225 |
| Loan from UniCredit Bank (Pillar) | 57,000 | 57,000 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 42,500 | 42,500 |
| Loans from NCI | 2,472 | 2,441 |
| Deferred issuance debt expenses | (6,264) | (6,823) |
| Total | 1,192,577 | 1,189,284 |
As securities for the bank loans, the banks have mortgage over the assets and security deposits together with assignment of the associated receivables and insurance rights.
In its financing agreements with banks, the Group undertakes to comply with certain financial covenants that are listed in those agreements. The main covenants are: maintaining a Loanto-Value and Debt Service Coverage ratios in the company that holds the project.
In addition, substantially, all investment properties and investment properties under construction that were financed by a lender have been pledged to secure the long-term loans from banks. Unless otherwise stated, fair value of the pledged assets exceeds the carrying value of the related loans.
Bonds PLGTC0000318 (last series maturing in 2023) are denominated in PLN. Green Bonds (series maturing in 2027-2030) and green bonds (series maturing in 2028-2031) are denominated in HUF. All other bank loans and bonds are denominated in Euro.
As at 31 March 2023, the Group continues to comply with the financial covenants set out in their loan agreements and bonds terms.
The movement in long term loans and bonds for the periods ended 31 March 2023 and 31 December 2022 was as follows:
| 1 January 2023- 31 March 2023 |
1 January 2022- 31 December 2022 |
|
|---|---|---|
| Balance as of the beginning of the period |
1,237,855 | 1,299,451 |
| Drawdowns | - | 6,173 |
| Repayments | (5,468) | (52,125) |
| Conversion of loan from NCI to equity | - | (5,887) |
| Change in accrued interest | 3,038 | 41 |
| Change in deferred issuance debt expenses |
559 | 2,227 |
| Foreign exchange differences | 7,599 | (12,025) |
| Balance as of end of the period | 1,243,583 | 1,237,855 |
Repayments of long-term debt and interest are scheduled as follows (Euro million) (the amounts are not discounted):
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| First year* | 79 | 76 |
| Second year | 164 | 65 |
| Third year | 88 | 149 |
| Fourth year | 732 | 774 |
| Fifth year | 82 | 76 |
| Thereafter | 206 | 206 |
| 1,351 | 1,346 |
(*) To be repaid during 12 months from reporting date.
Lease liabilities include mostly lease payments for land subject to perpetual usufruct payments and classified as land under investment property (completed, under construction, and landbank) and residential landbank.
The balance of Right of Use as of 31 March 2023 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total |
|---|---|---|---|---|---|
| Poland | 13,987 | 16,515 | - | - | 30,502 |
| Romania | 6,449 | - | - | - | 6,449 |
| Serbia | - | 801 | - | - | 801 |
| Croatia | - | - | 1,054 | - | 1,054 |
| Other | - | - | - | 2,309 | 2,309 |
| Balance as of 31 March 2023 |
20,436 | 17,316 | 1,054 | 2,309 | 41,115 |
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total |
|---|---|---|---|---|---|
| Poland | 14,425 | 16,723 | - | - | 31,148 |
| Romania | 6,948 | - | - | - | 6,948 |
| Serbia | - | 803 | - | - | 803 |
| Croatia | - | - | 1,064 | - | 1,064 |
| Other | - | - | - | 2,369 | 2,369 |
| Balance as of 31 December 2022 |
21,373 | 17,526 | 1,064 | 2,369 | 42,332 |
The balance of Right of Use as of 31 December 2022 was as follows:
The balance of lease liability as of 31 March 2023 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total | Average Discount rate |
|---|---|---|---|---|---|---|
| Poland | 13,987 | 15,374 | - | - | 29,361 | 4.2% |
| Romania | 6,449 | - | - | - | 6,449 | 5.7% |
| Serbia | - | 815 | - | - | 815 | 7.6% |
| Croatia | - | - | 1,121 | - | 1,121 | 4.4% |
| Other | - | - | - | 2,407 | 2,407 | 3.0% |
| Balance as of 31 March 2023 |
20,436 | 16,189 | 1,121 | 2,407 | 40,153 |
The balance of lease liability as of 31 December 2022 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total | Discount rate |
|---|---|---|---|---|---|---|
| Poland | 14,425 | 15,992 | - | - | 30,417 | 4.2% |
| Romania | 6,948 | - | - | - | 6,948 | 5.7% |
| Serbia | - | 815 | - | - | 815 | 7.6% |
| Croatia | - | - | 1,180 | - | 1,180 | 4.4% |
| Other | - | - | - | 2,511 | 2,511 | 3.0% |
| Balance as of 31 December 2022 |
21,373 | 16,807 | 1,180 | 2,511 | 41,871 |
The lease liabilities were discounted using discount rates applicable to long-term borrowing in local currencies in the countries of where the assets are located.
The balance of assets held for sale as of 31 March 2023 and 31 December 2022 was as follows:
| 31 March 2023 (unaudited) |
31 December 2022 (audited) |
|
|---|---|---|
| Forest Office Debrecen | - | 47,700 |
| Romanian landbank | 680 | 680 |
| Landbank in Poland | 3,208 | 3,255 |
| Total | 3,888 | 51,635 |
On 19 July 2022, GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of the office building owned by the subsidiary. The selling price under the Agreement was HUF 19.1 billion (ca. EUR 47.7 million as of 31 December 2022). As of 30 January 2023 the full purchase price (ca. EUR 49.2 million) was paid and the transaction was completed.

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.
Shareholders who, as at 31 March 2023, held above 5% of the Company shares were as follows:
Certain key management personnel of the Group is entitled to specific cash payments resulting from phantom shares in the Group (the "Phantom Shares"). The company uses binomial model to evaluate the fair value of the phantom shares. The input data includes date of valuation, strike price, and expiry date. The Phantom shares (as presented in below table) have been accounted for based on future cash settlement.
As at 31 March 2023, phantom shares issued were as follows:
| Strike (PLN) | Granted | Vested | Total |
|---|---|---|---|
| 5.75 - 5.95 | 2,531,600 | 769,500 | 3,301,100 |
| 6.03 – 6.31 | 468,000 | - | 468,000 |
| 6.42 – 6.69 | 775,000 | 1,250,000 | 2,025,000 |
| Total | 3,774,600 | 2,019,500 | 5,794,100 |
| Last year of exercise date | Number of phantom shares | |
|---|---|---|
| 2023 | 1,556,600 | |
| 2025 | 1,875,000 | |
| 2026 | 472,000 | |
| Other* | 1,890,500 | |
| Total | 5,794,100 |
* From one to twelve months after agreement termination.
The number of phantom shares were changed as follows:
| Number of phantom shares as of 1 January 2023 | 5,971,100 |
|---|---|
| Granted during the period | - |
| Expired | (177,000) |
| Exercised during the period | - |
| Number of phantom shares as of 31 March 2023 | 5,794,100 |
On 9 August 2022, a subsidiary of the Company entered into an agreement for a joint investment into an innovation park in County Kildare, Ireland. This transaction involved an initial investment of approximately EUR 115 million into the Kildare Innovation Campus and additional investment of EUR 2 million as at 22 September 2022, according to agreement terms (up to maximum amount of EUR 9 million). GTC acquired a minority of 25% of notes (debt instruments) issued by a Luxembourg securitization vehicle financial instrument which accrues a variable return subject to the future proceeds derived from project. The debt instruments do not meet SPPI test therefore they are measured at fair value through profit or loss.
As of 31 December 2022, financial data of the Luxembourg securitization vehicle were as below:
| millions EUR | |
|---|---|
| Total assets | 475 |
| Total liabilities | 58 |
| Equity | 417 |
Kildare Innovation Campus, located outside of Dublin, extends over 72 ha (of which 34 ha is undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an energy center. The campus currently generates around EUR 6.2 million gross rental income per annum. A masterplan has been prepared whereby the site and the campus are planned to be converted into a Life Science and Technology campus with a total of approximately 135,000 sq m. GTC's investment is protected by customary investor protection mechanisms in case of certain significant project milestones are not achieved in a satisfactory manner.
As of reporting date, the master plan which regulates the planning and permitting process for the future conversion of the site into a life science park and technology campus has not been submitted yet and it is under currently planning phase.
There is no external valuation for these notes for Q1 quarterly Interim Condensed Consolidated Financial Statements. The Group believes that the fair value of these notes has not been changed materially, comparing to 31 December 2022.
Fair value of financial instrument is presented below:
| millions EUR | |
|---|---|
| Estimated future cash flows assuming successful completion of the project | 163 |
| Discount factor to reflect the risk relating to obtaining permit and its timing – 27.5% | (35) |
| Fair Value of financial instrument | 118 |
Information regarding inter-relationship between key unobservable inputs and fair value measurements is presented below:
| Total Fair Value of Estimated future cash flows assuming successful completion of the project |
||
|---|---|---|
| millions EUR | ||
| Increase of 5% in estimated net rent | 180 | |
| Decrease of 5% in estimated net rent | 146 | |
| Increase of 10% in estimated net rent | 197 | |
| Decrease of 10% in estimated net rent | 129 |
| Total Fair Value of Financial instrument (Ireland) |
|
|---|---|
| millions EUR | |
| Increase of 5 p.p. in permitting factors | 126.4 |
| Decrease of 5 p.p. in permitting factors | 110.0 |
| Increase of 10 p.p. in permitting factors | 134.5 |
| Decrease of 10 p.p. in permitting factors | 101.9 |
| Increase of 5% of expected capital expenditure to obtain the permit | 117.4 |
| Decrease of 5% of expected capital expenditure to obtain the permit | 117.9 |
| Increase of 10% of expected capital expenditure to obtain the permit | 117.0 |
| Decrease of 10% of expected capital expenditure to obtain the permit | 118.2 |
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") for consideration of EUR 12.6 million from an entity related to the Majority shareholder. The Fund is focused on commercial real estate investments in Slovenia and Croatia with a total gross asset value of EUR 68.75 million. The fund expected maturity is in Q4 2028.
ACP Credit I SCA SICAV-RAIF (hereinafter referred as "ACP Fund") is a reserved alternative investment fund in Luxemburg with 2 compartments. GTC has a total commitment of EUR 5 million in ACP Fund, and total of EUR 518k was called up to end of Q1 2023. ACP Fund investment strategy is to build a portfolio of secured income-generating debt instruments in SMEs and medium-sized companies in Central Europe.
In three-month period ended 31 March 2023 GTC S.A. invested additionally EUR 1.3 million, including EUR 0.9 million in the Ireland project and 0.4 million in the ACP Fund.
Non-current financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
As of 31 March 2023 and 31 December 2022 the fair value of non-current financial assets was as follows:
| 31 March 2023 | 31 December 2022 | |
|---|---|---|
| (unaudited) | (audited) | |
| Notes (Ireland) | 118,515 | 117,641 |
| Units (Trigal) | 13,347 | 12,627 |
| ACP Fund | 518 | 73 |
| Total | 132,380 | 130,341 |
Basic earnings per share were calculated as follows:
| Three-month period ended 31 March 2023 (unaudited) |
Three-month period ended 31 March 2022 (unaudited) |
|
|---|---|---|
| Profit for the period attributable to equity holders (Euro) |
11,154,000 | 14,914,000 |
| Weighted average number of shares for calculating basic earnings per share |
574,255,122 | 574,255,122 |
Basic earnings per share (Euro) 0.02 0.03
There have been no potentially dilutive instruments as at 31 March 2023 and 31 March 2022.
There were no significant related party transactions in the three-month period ended 31 March 2023.
There were no significant changes in commitments and contingent liabilities.
There were no significant changes in litigation settlements in the current period.
On 25 April 2023, GTC S.A. entered into a mutual employment contract termination agreement with Mr. Ariel Ferstman. Mr. Ferstman resigned from his seat on the Management Board of the Company as well as GTC Real Estate Development Hungary Zrt. The resignation is effective as of 25 April 2023.
On 25 April 2023, the Supervisory Board of GTC S.A. nominated Barbara Sikora to the post of Chief Financial Officer of GTC Group and a member of the Management Board of GTC S.A. effective from 1 May 2023.
On 4 May 2023, on the maturity date, GTC S.A. repaid partially bonds issued under ISIN code PLGTC0000318 (one-third of total issue) in the amount of EUR 17,100 (PLN 73,333) – including hedge component.
In April 2023, Seven Gardens d.o.o., a wholly-owned subsidiary of the Company, has signed EUR 14 million loan agreement with Erste & Steiermarkische Bank d.d. with a maturity of five years following the end of construction period (latest repayment date is June 2029). Partial drawdown of EUR 6.6 million was done on 16 May 2023.
In May 2023, Glamp d.o.o. Beograd, a subsidiary of the Company, has signed EUR 25 million loan agreement with Erste Group Bank AG and Erste Bank AD Novi Sad with a maturity of five years from the signing date. The drawdown under the respective loan agreement is expected in May or early June 2023.
The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 24 May 2023.

To the Shareholders and the Supervisory Board of Globe Trade Centre Spółka Akcyjna
We have reviewed the accompanying interim condensed consolidated financial statements of Globe Trade Centre S.A. Group (hereinafter called "the Group"), having Globe Trade Centre S.A. as its parent company (hereinafter called "the Parent Company"), comprising the interim condensed consolidated statement of financial position as at 31 March 2023 and the interim condensed consolidated income statements for the three-month period then ended, the interim condensed consolidated statements of comprehensive income for the three-month period then ended, and the interim condensed consolidated statement of changes in equity for the three-month period then ended, the interim condensed consolidated statement of cash flows for the three-month period then ended and a summary of significant accounting policies and other explanatory notes.
The Management Board of the Parent's Company is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
We conducted our review in accordance with the National Standard on Review Engagements 2410 in the wording of the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity as adopted by the National Council of Certified Auditors. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with National Standards on Auditing. Consequently, it 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.
PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k., Polna 11 str., 00-633 Warsaw, Poland; T: +48 (22) 746 4000, F: +48 (22) 742 4040, www.pwc.com

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements have not been prepared, in all material respects, in accordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.
Conducting the review on behalf of PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp.k., a company entered on the list of Registered Audit Companies with the number 144:
Dokument podpisany przez Piotr Wyszogrodzki Data: 2023.05.25 15:07:26 CEST Signature Not Verified
Piotr Wyszogrodzki
Key Registered Auditor No. 90091
Warsaw, 25 May 2023
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