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Trigon Property Development Interim / Quarterly Report 2021

May 31, 2021

2230_10-q_2021-05-31_350ee341-2b5a-479b-bd76-9a9ad8d0fe38.pdf

Interim / Quarterly Report

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Interim report for the first quarter of 2021 (unaudited)

Table of contents

BRIEF DESCRIPTION 3
MANAGEMENT REPORT 4
CONDENSED INTERIM REPORT 7
Management Board's declaration 7
Condensed statement of financial position 8
Condensed statement of comprehensive income 9
Condensed cash flow statement 10
Condensed statement of changes in equity 11
Notes to condensed interim report 12
Note 1 Accounting Principles Followed upon Preparation of the Interim Accounts 12
Note 2 Receivables and prepayments 12
Note 3 Investment property 12
Note 4 Payables and prepayments 14
Note 5 Equity 14
Note 6 Expenses related to investment property 14
Note 7 Administrative and general expenses 15
Note 8 Earnings per share 15
Note 9 Segment 15
Note 10 Related party transactions 15

AS Trigon Property Development is a real estate development company.

AS Trigon Property Development currently owns one real estate development project involving a 18-hectare area in the City of Pärnu, Estonia. Commercial real estate is planned to be developed on this area.

The Company is listed on the Tallinn Stock Exchange. On November 6, 2012, the Listing and Surveillance Committee of NASDAQ OMX Tallinn decided to delist AS Trigon Property Development shares from the Main List starting from November 21, 2012, and to admit the shares simultaneously to trading in the Secondary List.

As at 31.03.2021 OÜ Pärnu Holdings owns 41.73% of the shares of Trigon Property Development AS directly and 17.88% through Nordic Fibreboard AS. The biggest shareholders of OÜ Pärnu Holdings are OÜ Stetind (46.99%) and Joakim Johan Helenius (46.44%) by the time of compiling these financial statements.

Business name: AS Trigon Property Development
Address: Pärnu mnt 18 Tallinn 10141
Commercial Registry no.: 10106774
Beginning of financial year: 1.1.2021
End of financial year: 31.12.2021
Beginning of interim period: 1.1.2021
End of interim period: 31.03.2021
Auditor: PricewaterhouseCoopers AS
Phone: +372 6679 200
Fax: +372 6679 201
E-mail: [email protected]
Internet homepage: www.trigonproperty.com

Management report

Overview of business areas

The main business activity of Trigon Property Development AS is real estate development. As at 31.03.2021, AS Trigon Property Development owned one development project with an area of 18 hectares in the City of Pärnu, Estonia. An industrial and logistics park is planned to be developed on this area. The Company's objective is to find companies willing to bring their business activities (industry, logistics) to the development project area of AS Trigon Property Development in Pärnu, which would add value to the land plots owned by the Company. The realisation of the value of the land is planned through the selling of land plots or through the development of real estate with the intention of creating a rental income-generating project.

In the second quarter of 2020 a 0.7-hectare property at the price of 78 000 (including VAT) euros was sold.

In the first quarter of 2021 a 3.43-hectare property at the price of 824 040 (VAT not included) euros was sold.

In 2016, a new detailed planning was made for the property, under which the proportion of business property with respect to all the land has increased compared to the previous planning. New established detailed planning has also increased the flexibility regarding the partial selling of the property as compared to the previous detailed planning since the plots are smaller and there is flexibility to change the size of the plots as required.

Management

The law, the articles of association, decisions and goals stated by the shareholders and the Supervisory Board are followed in the managing the company. According to the Commercial Code, a resolution on the amendment of the articles of association shall be adopted, if at least two-thirds of the votes represented at the general meeting are in favour of the amendment.

Financial ratios

Statement of financial position I Q 2021 I Q 2020
Total assets 2,558,670 2,176,894
Return on assets 2.53% -0.34%
Equity 2,556,022 2,135,985
Return on equity 2.53% -0.35%
Debt ratio 0.10% 1.88%
Net profit/ loss for the period 64,668 -7,476
Share (31.03) I Q 2021 I Q 2020
Closing price of the share 0.840 0.470
Earnings per share 0.01437 -0.00166
Price-to-earnings (PE) ratio 58.44 -282.85
Book value of the share 0.57 0.47
Price-to-book ratio 1.48 0.99
Market capitalisation 3,779,211 2,114,559

Return on assets = net profit / total assets Return on equity = net profit/ equity Debt ratio = liabilities / total assets Earnings per share = net profit/ number of shares Price-to-earnings (PE) ratio = closing price of the share / earnings per share Book value of the share = equity / number of shares Price-to-book ratio = closing price of the share / book value of the share Market capitalisation = closing price of the share * number of shares

Share

Since 5 June 1997, the shares of Trigon Property Development AS have been listed on the Tallinn Stock Exchange. Trigon Property Development AS has issued 4,499,061 registered shares, each with the book value of 0.511 euros. The shares are freely transferable, no statutory restrictions apply. There are no restrictions on transfer of securities to the company as provided by contracts between the company and its shareholders.

The share, with a price of 0.56 at the end of 2020, closed at 0.84 euros at the end of March 2021. In the first 3 months of 2021, a total of 58,963 shares were traded and the total sales amounted to 40,903 euros.

Share price and trading statistics on the Tallinn Stock Exchange from 01.01.2021 to 31.03.2021:

The distribution of share capital by the number of shares acquired as at 31.03.2021

Number of
shareholders
% of
shareholders
Number of
shares
% of share
capital
1-99 161 38.24% 3,686 0.08%
100-999 149 35.39% 44,649 0.99%
1 000-9 999 86 20.43% 236,059 5.25%
10 000-99 999 18 4.28% 479,723 10.66%
100 000-999 999 6 1.43% 1,857,304 41.28%
1 000 000-9 999 999 1 0.24% 1,877,640 41.73%
TOTAL 421 100% 4,499,061 100%

Shareholder Number of shares Ownership % Pärnu Holdings OÜ 1,877,640 41.73 Nordic Fibreboard LTD OÜ 804,552 17.88 Madis Talgre 299,000 6.65 Harju KEK AS 224,000 4.98 M.C.E.Fidarsi OÜ 215,000 4.78 Kirschmann OÜ 213,752 4.75 Avraal AS 101,000 2.24 James Kelly 99,004 2.20 Suur Samm OÜ 64,692 1.44 Toivo Kuldmäe 49,231 1.09

List of shareholders with over 1% holdings as at 31.03.2021.

Personal

AS Trigon Property Development had no employees as at 31 March 2021 and 31 March 2020. There were no labour costs in first 3 months of 2021 and 2020.

Description of main risks

Cash flow and fair value interest rate risk

As the Company has no significant interest-bearing assets and liabilities, its income and operating cash flows are substantially independent of changes in market interest rates. The change in market interest rates has indirect influence to the change of fair value of investment property, but the influence to the change of fair value of investment property is difficult to quantitatively evaluate.

Management and Supervisory Boards and auditor

Management board of AS Trigon Property Development has one member – Rando Tomingas.

Supervisory Board of AS Trigon Property Development has three members: Joakim Helenius, Torfinn Losvik and Alo Lepp.

Audits are carried out by PricewaterhouseCoopers AS.

Condensed interim report

Management Board's declaration

The Management Board confirms the correctness and completeness of the unaudited interim report of AS Trigon Property Development for the first quarter of 2021 as set out on pages 4-16.

The Management Board confirms that to the best of their knowledge:

    1. the accounting policies and presentation of information applied in the preparation of the condensed interim report are in compliance with International Financial Reporting Standards (IFRS) as adopted in the European Union.
    1. the interim report presents a true and fair view of the financial position, the results of operations and cash flows of the Company;
    1. the management report presents true and fair view of significant events that took place during the accounting period and their impact to financial statements and includes the description of major risks and doubts;
    1. company is going concern.

Member of the Management Board Rando Tomingas

31.05.2021

Condensed statement of financial position

EUR 31.03.2021 31.12.2020 31.03.2020
Cash 940,532 146,890 130,052
Receivables and prepayments (note 2) 4,138 789 10,842
Total current assets 944,670 147,679 140,894
Investment property (note 3) 1,614,000 2,350,000 2,036,000
Total non-current assets 1,614,000 2,350,000 2,036,000
TOTAL ASSETS 2,558,670 2,497,679 2,176,894
Payables and prepayments (note 4) 2,648 6,325 40,909
Total current liabilities 2,648 6,325 40,909
Total liabilities 2,648 6,325 40,909
Share capital at book value (note 5) 2,299,020 2,299,020 2,299,020
Share premium 226,056 226,056 226,056
Statutory reserve capital 287,542 287,542 287,542
Accumulated loss -256,596 -321,264 -676,633
Total equity 2,556,022 2,491,354 2,135,985
TOTAL LIABILITIES AND EQUITY 2,558,670 2,497,679 2,176,894

Condensed statement of comprehensive income

EUR I Q 2021 I Q 2020
Gain on sales of investment property (note 3) 88,040 0
Expenses related to investment property (note 6) -1,983 -4,260
Gross profit /loss 86,057 -4,260
Administrative and general expenses (note 7) -21,408 -3,220
Operating profit /loss 64,649 -7,480
Net financial income (-expense) 19 4
NET PROFIT /LOSS FOR THE PERIOD 64,668 -7,476
TOTAL COMPREHENSIVE PROFIT /LOSS 64,668 -7,476
Basic earnings per share 0.01437 -0.00166
Diluted earnings per share 0.01437 -0.00166

The notes to the condensed interim report presented on pages 12-16 are an integral part of this report.

Condensed cash flow statement

EUR I Q 2021 I Q 2020
Cash flows from operating activities
Operating profit /loss for the period 64,649 -7,480
Operating profit /loss before changes in
working capital:
64,649 -7,480
Change in receivables and prepayments
related to operating activities (note 2)
-3,349 -3,461
Change in liabilities and prepayments
related to operating activities (note 4)
-3,677 -9,018
Interests received 19 4
Total cash flows used in operating
activities
57,642 -19,955
Cash flows from investing activities
Disposal of investment property (note 6) 736,000 0
Total cash flows from investing activities 736,000 0
Cash flows from financing activities
CHANGE IN CASH BALANCE 793,642 -19,955
OPENING BALANCE OF CASH 146,890 150,007
CLOSING BALANCE OF CASH 940,532 130,052

The notes to the condensed interim report presented on pages 12-16 are an integral part of this report.

Statutory
Share reserve Accumulated
EUR Share capital premium capital loss Total
Balance 31.12.2019 2,299,020 226,056 287,542 -669,157 2,143,461
Total comprehensive
loss for the period
0 0 0 -7,476 -7,476
Balance 31.03.2020 2,299,020 226,056 287,542 -676,633 2,135,985
Total comprehensive
profit for the period
0 0 0 355,369 355,369
Balance 31.12.2020 2,299,020 226,056 287,542 -321,264 2,491,354
Total comprehensive
profit for the period
0 0 0 64,668 64,668
Balance 31.03.2021 2,299,020 226,056 287,542 -256,596 2,556,022

Condensed statement of changes in equity

Additional information regarding the owners' equity is provided in note 5.

The notes to the condensed interim financial statements presented on pages 12-16 are an integral part of these financial statements.

Notes to condensed interim report

Note 1 Accounting Principles Followed upon Preparation of the Interim Accounts

General Information

The Company's main area of operations is real estate development.

Bases for Preparation

The accounting policies used for preparing the interim report of AS Trigon Property Development for the first quarter of 2021 are in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union. The presentation of the financial statements complies with the requirements of IAS 34 "Interim Financial Reporting". Interim financial statements should be read together with the annual report of last year. The accounting policies that have been used in the preparation of the condensed interim report are the same as those used in the annual report for the year ended 31 December 2020.

The financial statements have been prepared in euros (EUR).

Management estimates that AS Trigon Property Development is a going concern and the Company's interim report for the first quarter of 2021 presents a true and fair view of the financial position, the results of operations and the cash flows of AS Trigon Property Development. This interim report has not been audited.

EUR 31.03.2021 31.12.2020 31.03.2020
Receivables 0 0 7,000
Tax prepayments 4,138 789 3,842
TOTAL 4,138 789 10,842

Note 2 Receivables and prepayments

Note 3 Investment property

EUR
Balance as of 31.12.2019 2,036,000
Balance as at 31.12.2020 2,036,000
Sales of investment property -60,594
Profit from change in fair value 374,594
Balance as at 31.12.2020 2,350,000
Sales of investment property -736,000
Balance as at 31.03.2021 1,614,000

As at 31 March 2021, the Company owns one real estate development project involving a 18 hectare (31 December 2020: 21-hectare) area in the City of Pärnu, Estonia.

In June 2020 a 0.7-hectare property at the book value 60 thousand euros was sold which gain on sales of investment property was 5 thousand euros.

In Juanuary 2021 a 3.43-hectare property at the book value 736 thousand euros was sold which gain on sales of investment property was 88 thousand euros.

The expenses related to the management of investment property totalled 1,983 euros in the first 3 months of 2021 and 4,260 euros in the first 3 months of 2020 (note 6).

In 2016, a new detailed planning has been established for the property under which the proportion of business property in respect of all the land has increased compared to the previous planning. New established detailed planning has increased the flexibility for the partial selling of the property as compared to the previous detailed planning, the plots are smaller and there is the flexibility of changing the size of the plots, as required.

In the second quarter of 2020 a 0.7-hectare property at the price of 78 000 (including VAT) euros was sold.

In the first quarter of 2021 a 3.43-hectare property at the price of 824 040 (VAT not included) euros was sold.

In 2020 the investment property was valued by the Management of the Company using the Discounted cash flow model Approach. Based on Discounted cash flow model Approach as of 31.12.2020 the Management of the Company evaluates of investment property in a fair value of 2,350,000 euros. In applying Discounted cash flow model Approach, the company has based on the best use of the investment property and inputs from market conditions (the discount rate, sales period). In consideration the known comparable transactions in Pärnu city and experience and cognition of the management, the possible average sales price is 19.11 EUR/m2. To evaluate the present value of the area as at 31.12.2020, the Management has estimated the sales period to be 4 years.

As at 31 December 2020, the evaluation resulted in a fair value of 2,350,000 euros.

According to IFRS 13, the valuation of fair value of real estate is considered level 3 investment. The main inputs are the sales price, the discount rate and the sales period in the discounted cash flow. Sensitivity of the main inputs to investment property fair value as of 31.12.2020:

Discount
rate
Sales price, EUR / m2
2 350 000 18.36 18.61 18.86 19.11 19.36 19.61 19.86
9.60% 2,390,000 2,430,000 2,460,000 2,490,000 2,520,000 2,560,000 2,590,000
10.40% 2,350,000 2,380,000 2,410,000 2,440,000 2,480,000 2,510,000 2,540,000
11.20% 2,300,000 2,330,000 2,370,000 2,400,000 2,430,000 2,460,000 2,490,000
12.00% 2,260,000 2,290,000 2,320,000 2,350,000 2,380,000 2,410,000 2,440,000
12.80% 2,220,000 2,250,000 2,280,000 2,310,000 2,340,000 2,370,000 2,400,000
13.60% 2,180,000 2,210,000 2,240,000 2,270,000 2,300,000 2,330,000 2,350,000
14.40% 2,140,000 2,170,000 2,200,000 2,220,000 2,250,000 2,280,000 2,310,000
Sales
period EUR
+ 1 year 2,250,000
- 1 year 2,450,000

The property valuation is based on estimates, assumptions and historical experience adjusted with prevailing market conditions and other factors which management assesses to the best of its ability on an on-going basis. Therefore, based on the definition and taking into account that evaluation is based on a number of presumptions, which may not realize in assessed way, the valuation can be subject to significant adverse effects. This could lead to a significant change in the carrying amount of investment property in future periods. The fair value of the investment property, which is assessed using the described model is essentially dependent on whether this project could be accomplished and appropriate financing found in compliance with the presumptions made and schedule used in evaluation model.

EUR 31.03.2021 31.12.2020 31.03.2020
Payables 2,430 407 10,691
Other payables 218 5,918 218
Prepayments 0 0 30,000
TOTAL 2,648 6,325 40,909

Note 4 Payables and prepayments

Note 5 Equity

Number of shares (pcs) Share capital (EUR)
Balance 31.03.2020 4 499 061 2 299 020
Balance 31.12.2020 4 499 061 2 299 020
Balance 31.03.2021 4 499 061 2 299 020

The share capital of AS Trigon Property Development amounts to 2,299,020 euros as at 31 March 2021 and 31 December 2020, which is divided into 4,499,061 ordinary shares with the book value of 0.511 euros. The minimum share capital stipulated in the articles of association is 675,000 euros and the maximum share capital is 2,700,000 euros. Each ordinary share grants one vote to its owner at the General Meeting of Shareholders and the right to receive dividends.

As at 31 March 2021 the accumulated losses amounted to -256,596 euros. As at 31 December 2020 the accumulated losses amounted to -321,264 euros.

As at 31 March 2021, the Company had 421 shareholders (31 December 2020: 363 shareholders) of which the entities with more than a 5% holdings were:

  • Pärnu Holding OÜ with 1,877,640 (31.12.2020: 1,877,640) shares or 41.73% (31.12.2020: 41.73%)
  • Nordic Fibreboard LTD OÜ with 804,552 (31.12.2020: 804,552) shares or 17.88% (31.12.2020: 17.88%)
  • Madis Talgre with 299,000 (31.12.2020: 289,000) shares or 6.65% (31.12.2020: 6.42%).

Members of the Management Board and Supervisory Board did not own directly any shares of Trigon Property Development AS as at 31 March 2021 and 31 December 2020. Supervisory Board members Joakim Johan Helenius and Torfinn Losvik have indirect ownership through parent company OÜ Pärnu Holdings.

Note 6 Expenses related to investment property

EUR I Q 2021 I Q 2020
Land tax 1,983 2,060
Evaluation 0 2,200
TOTAL (Note 3) 1,983 4,260
EUR I Q 2021 I Q 2020
Security transactions and stock exchange
fees
1,683 1,747
Accounting service 810 810
Consulting 17,080 600
Auditing 20 20
Legal expenses 1,795 0
Other 20 43
TOTAL 21,408 3,220

Note 7 Administrative and general expenses

Note 8 Earnings per share

EUR I Q 2021 I Q 2020
Basic earnings per share (basic EPS) -0.00519 -0.00166
Diluted earnings per share -0.00519 -0.00166
Book value of the share 0.55 0.47
Price to earnings ratio (P/E) -161.70 -282.85
Closing price of the share of AS Trigon Property
Development on Tallinn Stock Exchange
0.840 0.470

Basic earnings per share have been calculated on the basis of the net loss for the interim period and the number of shares.

Diluted earnings per share equal the basic earnings per share because the Company does not have any potential ordinary shares with the dilutive effect on the earnings per share.

Note 9 Segment

The Company operates in one business segment – property investments. Property investment division develops property in Estonia. The Company had no revenue in the first 3 months of 2021 and 2020.

Note 10 Related party transactions

The following parties are considered to be related parties:

  • Parent company Pärnu Holdings OÜ and owners of the parent company with significant influence;
  • Members of the Management board, the Management Board and the Supervisory Board of AS Trigon Property Development and their close relatives;
  • Entities under the control of the members of the Management Board and Supervisory Board.

The Company is listed in the secondary list of Nasdaq OMX Tallinn Stock Exchange. As at 31.03.2021 OÜ Pärnu Holdings owns 41.73 % of the shares of Trigon Property Development AS directly and 17.88% through Nordic Fibreboard AS. The biggest shareholders of OÜ Pärnu Holdings are OÜ Stetind (46.99%) and Joakim Johan Helenius (46.44%) by the time of compiling these financial statements.

In the first 3 months of 2021 and 2020 no remuneration has been paid to the Management or Supervisory board. There are no potential liabilities to members of the Management Board or Supervisory Board.

In the first 3 months of 2021 the Company bought services from the companies under the control of the Members of the Supervisory Board in the amount of 600 euros (2020 Q1: 600 euros). In the first 3 months of 2021 Company bought services from the owners of the parent company in the amount of 810 euros (2020 Q1: 810 euros). As at 31 March 2021 the amount of 240 euros was unpaid to the related parties (31.03.2020: 1,212 euros).