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Trigon Property Development Interim / Quarterly Report 2023

May 31, 2023

2230_ir_2023-05-31_e2523276-e24c-416c-88ba-07e7887e9248.pdf

Interim / Quarterly Report

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Interim report for the first quarter of 2023 (unaudited)

Table of contents

BRIEF DESCRIPTION 3
MANAGEMENT REPORT 4
CONDENSED INTERIM REPORT7
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 Trade and other receivables 12
Note 3 Inventories 12
Note 4 Trade and other payables 13
Note 5 Equity 13
Note 6 Sales revenue 13
Note 7 Costs of goods sold 14
Note 8 Administrative and general expenses 14
Note 9 Earnings per share 14
Note 10 Segment 14
Note 11 Related party transactions 14

AS Trigon Property Development is a real estate development company.

AS Trigon Property Development currently owns one real estate development project involving a 12.8-hectare area in the City of Pärnu, Estonia.

The Company is listed on the Tallinn Stock Exchange. On November 6, 2012, the Listing and Surveillance Committee of NASDAQ 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 31.03.2023 OÜ Pärnu Holdings owns 39.22% of the shares of Trigon Property Development AS directly and 17.88% through Nordic Fibreboard LTD OÜ. The biggest shareholders of OÜ Pärnu Holdings are OÜ Stetind (50%) and Joakim Johan Helenius (50%) 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: 1.1.2023
End of financial year: 31.12.2023
Beginning of interim period: 1.1.2023
End of interim period: 31.03.2023
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 31.03.2023, AS Trigon Property Development owned one development project with an area of 12.8 hectares in the City of Pärnu, Estonia. A commercial, industrial and logistics park is planned 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. As the main purpose of the company is to sell existing land plots, investment property was recognized as inventories. As of 31 January 2021, the investment property was reclassified to inventories in connection with commencement of development work consisting of road and communal infrastructure construction on the properties and the implementation of a specific sales strategy to sell the land plots to end-users. However, the company does not preclude the possibility of developing existing land into rental property if the opportunity arises. The Company does not have any plan to change or start a new business activity next year and will continue to sell of land plots the Company owns. In the first half of 2022, Kibuvitsa street has been completed, connecting Niidu and Kase streets that surround the company´s land plots.

In the first quarter of 2022, a 0.53-hectare property was sold for 213,200 euros (excluding VAT).

In the second quarter of 2022, a 1.0-hectare property was sold for 401,280 euros (excluding VAT).

In 2016, a new detailed planning was made for the property, under which the proportion of commercial land in the entire property increased compared to the previous planning. The new established detailed planning increased the flexibility for partial sale of land plots, as compared to the previous detailed planning the plots were made smaller and the flexibility to change the size of the plots as needed was added.

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 2023 I Q 2022
Total assets 1,719,544 2,546,828
Return on assets -0.52% 4.28%
Equity 1,710,910 2,471,987
Return on equity -0.52% 4.41%
Debt ratio 0.50% 2.94%
Net profit/ loss for the period -8,868 108,908
Share (31.03) I Q 2023 I Q 2022
Number of shares at period-end 4,499,061 4,499,061
Closing price of the share 0.892 0.865
Earnings per share -0.00197 0.02421
Book value of the share 0.38 0.55
Price-to-book ratio 2.35 1.57
Market capitalisation 4,013,162 3,891,688

Return on assets = net profit / total assets Return on equity = net profit/ equity Debt ratio = liabilities / total assets Earnings per share = net profit for the period/ number of shares 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 0.1 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 0.80 at the end of 2022, closed at 0.892 euros at the end of March 2023. In the first 3 months of 2023, a total of 43,436 shares were traded and the total sales amounted to 37,640 euros.

Share price and trading statistics on the Tallinn Stock Exchange from 01.01.2023 to 31.03.2023:

The distribution of share capital by the number of shares acquired as at 31.03.2023

Number of
shareholders
% of
shareholders
Number of
shares
% of share
capital
1-99 620 55.21% 14,688 0.33%
100-999 361 32.15% 103,877 2.31%
1 000-9 999 114 10,15% 286,849 6.38%
10 000-99 999 21 1.87% 509,743 11.33%
100 000-999 999 6 0.53% 1,819,304 40.44%
1 000 000-9 999 999 1 0.09% 1,764,600 39.22%
TOTAL 1,123 100% 4,499,061 100%

List of shareholders with over 1% holdings as at 31.03.2023.

Number of
Shareholder shares Ownership %
Pärnu Holdings OÜ 1,764,600 39.22
Nordic Fibreboard LTD OÜ 804,552 17.88
Madis Talgre 337,000 7.49
Harju KEK AS 224,000 4.98
Kirschmann OÜ 201,752 4.48
M.C.E.Fidarsi OÜ 140,000 3.11
Avraal AS 112,000 2.49
James Kelly 87,298 1.94
Suur Samm OÜ 64,692 1.44
Toivo Kuldmäe 49,231 1.09

Personal

AS Trigon Property Development had no employees as at 31 March 2023 and 31 March 2022. There were no labour costs in first 3 months of 2023 and 2022.

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 2023 as set out on pages 4-15.

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

31.05.2023

Condensed statement of financial position

EUR 31.03.2023 31.12.2022 31.03.2022
Cash 163,952 199,196 968,407
Trade and other receivables (note 2) 23,352 19,844 29,341
Inventories (note 3) 1,532,240 1,519,536 1,549,080
Total current assets 1,719,544 1,738,576 2,546,828
TOTAL ASSETS 1,719,544 1,738,576 2,546,828
Trade and other payables (note 4) 8,634 18,798 74,841
Total current liabilities 8,634 18,798 74,841
Total liabilities 8,634 18,798 74,841
Share capital at book value (note 5) 449,906 449,906 449,906
Share premium 226,056 226,056 226,056
Statutory reserve capital 287,542 287,542 287,542
Accumulated profit 747,405 756,274 1,508,483
Total equity 1,710,910 1,719,778 2,471,987
TOTAL LIABILITIES AND EQUITY 1,719,544 1,738,576 2,546,828

Condensed statement of comprehensive income

EUR I Q 2023 I Q 2022
Revenue (note 6) 0 213,200
Costs of goods sold (note 7) 0 -83,830
Gross profit 0 129,370
Administrative and general expenses (note 8) -8,939 -20,487
Operating profit/loss -8,939 108,883
Financial income 70 25
PROFIT/LOSS FOR THE PERIOD -8,868 108,908
TOTAL COMPREHENSIVE PROFIT/LOSS -8,868 108,908
Basic earnings per share (note 9) -0.00197 0.02421
Diluted earnings per share (note 9) -0.00197 0.02421

The notes to the condensed interim report presented on pages 12-15 are an integral part of this report.

Condensed cash flow statement

EUR I Q 2023 I Q 2022
Cash flows from operating activities
Total comprehensive profit/loss
Adjustments:
-8,939 108,882
Operating profit/loss before changes in working
capital:
-8,939 108,882
Change in receivables and prepayments related to
operating activities (note 2)
-3,508 137,484
Change in liabilities and prepayments related to
operating activities (note 4)
-10,164 -120,752
Change in inventories (note 3) -12,704 -96,091
Interests received 70 25
Total cash flows generated from/(used in)
operating activities
-35,244 29,549
CHANGE IN CASH BALANCE -35,244 29,549
OPENING BALANCE OF CASH 199,196 938,858
CLOSING BALANCE OF CASH 163,952 968,407

The notes to the condensed interim report presented on pages 12-15 are an integral part of this report.

Statutory
Share Share reserve Retained
EUR capital premium capital earnings/loss Total
Balance 31.12.2021 449,906 226,056 287,542 1,399,575 2,363,079
Total comprehensive
profit
0 0 0 108,908 108,908
Balance 31.03.2022 449,906 226,056 287,542 1,508,483 2,471,987
Total comprehensive
loss
0 0 0 -34,657 -34,657
Dividends paid 0 0 0 -717,553 -717,553
Balance 31.12.2022 449,906 226,056 287,542 756,274 1,719,778
Total comprehensive
loss
0 0 0 -8,868 -8,868
Balance 31.03.2023 449,906 226,056 287,542 747,406 1,710,910

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 12-15 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

AS Trigon Property Development (The Company) is active in 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 2023 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 2022.

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 for the first quarter of 2023 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 31.03.2023 31.12.2022 31.03.2022
Trade receivables 0 2,080 0
Tax prepayments 23,352 17,764 29,341
TOTAL 23,352 19,844 29,341

Note 2 Trade and other receivables

Note 3 Inventories

EUR
Balance as at 31.12.2021 1,452,989
Inventories 1,549,080
Balance as at 31.03.2022 1,549,080
Inventories 1,519,536
Balance as at 31.12.2022 1,519,536
Inventories 1,532,240
Balance as at 31.03.2023 1,532,240

As of 31 January 2021, the investment property was reclassified to inventories in connection with commencement of development work consisting of road and route construction on the properties and the implementation of a specific sales strategy to sell the land plots to end-users. The fair value of investment property as at 31.01.2021 became the acquisition cost of inventories.

EUR 31.03.2023 31.12.2022 31.03.2022
Trade payables 8,628 3,570 6,625
Taxes payable 6 46 0
Other payables 0 15,182 68,217
TOTAL 8,634 18,798 74,841

Note 4 Trade and other payables

Note 5 Equity

Number of shares (pcs) Share capital (EUR)
Balance 31.03.2022 4,499,061 449,906
Balance 31.12.2022 4,499,061 449,906
Balance 31.03.2023 4,499,061 449,906

The share capital of AS Trigon Property Development is 449,906 euros which is divided into 4,499,061 no par value shares with the book value of 0.1 euro. The minimum share capital stipulated in the articles of association is 400,000 euros and the maximum share capital is 1,600,000 euros. Each share grants one vote to its owner at the General Meeting of Shareholders and the right to receive dividends. All shares issued have been fully paid for.

In second quarter of 2022, dividends were paid to the shareholders in the amount of 584,878 thousand euros, or 0.13 euros per share. Related income tax expense on dividends amounted to 134,580 euros.

In third quarter of 2022, dividends were paid to the shareholders in the amount of 134,972 thousand euros, or 0.03 euros per share. Related income tax expense on dividends amounted to 33,169 euros.

As at 31 March 2023, the retained earnings amounted to 747,405 euros. As at 31 December 2022, the accumulated losses amounted to 756,274 euros. The maximum possible income tax liability which would arise if all of the unrestricted equity were distributed as dividends is 154,353 euros.

As at 31 March 2023, the Company had 1,123 shareholders (31 December 2022: 1,090 shareholders) of which the entities with more than a 5% holdings were:

  • Pärnu Holding OÜ with 1,764,600 (31.12.2022: 1,764,600) shares or 39.22% (31.12.2022: 39.22%)
  • Nordic Fibreboard LTD OÜ with 804,552 (31.12.2022: 804,552) shares or 17.88% (31.12.2022: 17.88%)
  • Madis Talgre with 337,000 (31.12.2022: 350,400) shares or 7.49% (31.12.2022: 7.79%).

Members of the Management Board and Supervisory Board did not own directly any shares of Trigon Property Development AS as at 31 March 2023 and 31 December 2022. Supervisory Board members Joakim Johan Helenius and Torfinn Losvik have indirect ownership through parent company OÜ Pärnu Holdings.

Note 6 Sales revenue

EUR I Q 2023 I Q 2022
Gain on sales by operating activities
Sale of real estate 0 213,200
Total gain on sales 0 213,200

Note 7 Costs of goods sold

EUR I Q 2023 I Q 2022
Land and buildings 0 83,830
TOTAL 0 83,830

Note 8 Administrative and general expenses

EUR I Q 2023 I Q 2022
Security transactions and stock exchange
fees
2,018 1,879
Accounting service 810 810
Consulting (note 11) 4,650 10,260
Selling expenses 0 4,264
Auditing 20 20
Land tax 1,234 1,338
Legal expenses 0 891
Other 207 1,025
TOTAL 8,939 20,487

Note 9 Earnings per share

EUR I Q 2022 I Q 2021
Weighted average number of shares 4,499,061 4,499,061
Basic earnings per share (basic EPS) -0.00197 0.02421
Diluted earnings per share -0.00197 0.02421
Book value of the share 0.38 0.55
Closing price of the share of AS Trigon Property
Development on Tallinn Stock Exchange
0.892 0.865

Basic earnings per share have been calculated on the basis of the net profit for the 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 10 Segment

The Company operates in one business segment – sale of rale estate. The real estate sales division leases out land and develops real estate. The Management Board is responsible for allocating resources and evaluating the results of business segments. The Management Board monitors the Company's operations as one business segment, which is the sale of real estate. The internal reports submitted to the Management Board are prepared on the basis of the same accounting principles and in the form used in these financial statements.

Note 11 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´s shares are listed in the secondary list of Nasdaq Tallinn. As at 31.03.2023, OÜ Pärnu Holdings owns 39.22 % of the shares of Trigon Property Development AS directly and 17.88% through Nordic Fibreboard LTD OÜ. The biggest shareholders of OÜ Pärnu Holdings are OÜ Stetind (50%) and Joakim Johan Helenius (50%) by the time of compiling these financial statements.

In the first 3 months of 2023 and 2022 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 2023 Company bought services from the companies under the control of the Members of the Supervisory Board in the amount of 0 euros (2022 Q1: 600 euros). As at 31 March 2023 the amount of 0 euros was unpaid to the related parties (31.03.2022: 240 euros).