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Trigon Property Development

Interim / Quarterly Report Nov 29, 2024

2230_rns_2024-11-29_dd82fc86-9540-4c5f-8987-ce368bd6ca5c.pdf

Interim / Quarterly Report

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Interim report for the third quarter and 9 months of 2024 (unaudited)

Table of contents

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 15
BRIEF DESCRIPTION 3

Brief description

AS Trigon Property Development is a real estate development company.

AS Trigon Property Development currently owns one real estate development project involving a 14.2-hectare area in the City of Pärnu, Estonia.

The Company is listed on the Nasdaq 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.

In total OÜ Pärnu Holdings is controlling 39.22 % of votes represented by shares in AS Trigon Property Development. The 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: 1.1.2024
End of financial year: 31.12.2024
Beginning of interim period: 1.1.2024
End of interim period: 30.09.2024
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 30.09.2024, AS Trigon Property Development owned one development project with an area of 14.2 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. 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 third quarter of 2023, a 0.53-hectare transportation purpose land was sold for 26,580 euros (excluding VAT).

In the third quarter of 2024, a 0.09-hectare transportation purpose land was sold for 31,920 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. On 29.04.2024, a new detailed planning amendment was approved, which merged the land previously designated as transport land with commercial and production plots.

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 9 M 2024 9 M 2023
Total assets 1,708,889 1,718,141
Return on assets 0.76% -0.29%
Equity 1,700,347 1,714,756
Return on equity 0.76% -0.29%
Debt ratio 0.50% 0.20%
Net profit/ loss for the period 12,981 -5,022
Share (30.09) 9 M 2024 9 M 2023
Number of shares at period-end 4,499,061 4,499,061
Closing price of the share 0.536 0.838
Earnings per share 0.00289 -0.00112
Book value of the share 0.38 0.38
Price-to-book ratio 1.42 2.20
Market capitalisation 2,411,497 3,770,213

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 Nasdaq Tallinn. 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 0.61 at the end of 2023, closed at 0.536 euros at the end of September 2024. In the first 9 months of 2024, a total of 111,901 shares were traded and the total sales amounted to 68,239 euros.

Share price and trading statistics on the Tallinn Stock Exchange from 01.01.2024 to 30.09.2024:

The distribution of share capital by the number of shares acquired as at 30.09.2024

Number of
shareholders
% of
shareholders
Number of
shares
% of share
capital
1-99 637 55.39% 15,056 0.33%
100-999 369 32.09% 105,177 2.34%
1 000-9 999 116 10.09% 299,726 6.66%
10 000-99 999 22 1.91% 611,533 13.59%
100 000-999 999 5 0.43% 1,702,969 37.85%
1 000 000-9 999 999 1 0.09% 1,764,600 39.22%
TOTAL 1,150 100% 4,499,061 100%

List of shareholders with over 1% holdings as at 30.09.2024.

Shareholder Number of
shares
Ownership %
Pärnu Holdings OÜ 1,764,600 39.22
Nordic Fibreboard LTD OÜ 804,552 17.88
Madis Talgre 332,972 7.40
Harju KEK AS 224,000 4.98
Kirschmann OÜ 199,445 4.43
M.C.E.Fidarsi OÜ 142,000 3.16
Avraal AS 95,700 2.13
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 30 September 2024 and 30 September 2023. There were no labour costs in the first 9 months of 2024 and 2023.

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 Aivar Kempi.

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 third quarter and 9 months of 2024 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

29.11.2024

Condensed statement of financial position

EUR 30.09.2024 31.12.2023 30.09.2023
Cash 109,485 176,133 168,173
Trade and other receivables (note 2) 42,779 1,927 22,012
Inventories (note 3) 1,556,625 1,530,405 1,527,957
Total current assets 1,708,889 1,708,465 1,718,141
TOTAL ASSETS 1,708,889 1,708,465 1,718,141
Trade and other payables (note 4) 8,542 21,099 3,386
Total current liabilities 8,542 21,099 3,386
Total liabilities 8,542 21,099 3,386
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 736,843 723,862 751,252
Total equity 1,700,347 1,687,366 1,714,756
TOTAL LIABILITIES AND EQUITY 1,708,889 1,708,465 1,718,141

EUR III Q 2024 III Q 2023 9 M 2024 9 M 2023
Gain on sales (note 6) 31,920 26,580 31,920 26,580
Costs of goods sold (note 7) -912 -5,316 -912 -5,316
Gross profit 31,008 21,264 31,008 21,264
Administrative and general expenses (note 8) -7,147 -9,070 -26,846 -27,271
Other operating income 0 0 5,000 0
Operating profit/loss 23,861 12,194 9,162 -6,007
Financial income 2,260 591 3,819 985
NET PROFIT/LOSS FOR THE PERIOD 26,121 12,785 12,981 -5,022
TOTAL COMPREHENSIVE PROFIT/LOSS FOR THE
PERIOD
26,121 12,785 12,981 -5,022
Basic earnings per share (note 9) 0.00581 0.00284 0.00289 -0.00112
Diluted earnings per share (note 9) 0.00581 0.00284 0.00289 -0.00112

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

Condensed cash flow statement

EUR 9 M 2024 9 M 2023
Cash flows from operating activities
Total comprehensive profit/loss 12,981 -5,022
Adjustments for:
Interest expense -3,819 -985
Operating loss before changes in working capital: 9,162 -6,007
Change in receivables and prepayments related to operating
activities (note 2)
-40,852 -2,168
Change in liabilities and prepayments related to operating
activities (note 4)
-12,557 -15,412
Change in inventories (note 3) -26,220 -8,421
Interests received 3,819 985
Total cash flows generated used in operating activities -66,648 -31,024
CHANGE IN CASH BALANCE -66,648 -31,024
OPENING BALANCE OF CASH 176,133 199,196
CLOSING BALANCE OF CASH 109,485 168,173

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 Total
Balance 31.12.2022 449,906 226,056 287,542 756,274 1,719,778
Net loss for the
financial period
0 0 0 -5,022 -5,022
Total comprehensive
loss for the period
0 0 0 -5,022 -5,022
Balance 30.09.2023 449,906 226,056 287,542 751,252 1,714,756
Net loss for the
financial period
0 0 0 -27,390 -27,390
Total comprehensive
loss for the period
0 0 0 -27,390 -27,390
Balance 31.12.2023 449,906 226,056 287,542 723,862 1,687,366
Net loss for the
financial period
0 0 0 12,981 12,981
Total comprehensive
loss for the period
0 0 0 12,981 12,981
Balance 30.09.2024 449,906 226,056 287,542 736,843 1,700,347

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 third quarter of 2024 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 2023.

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 third quarter and 9 months of 2024 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 30.09.2024 31.12.2023 30.09.2023
Trade receivables 39,864 0 2,218
Tax prepayments 2,915 1,927 19,794
TOTAL 42,779 1,927 22,012

Note 2 Trade and other receivables

Note 3 Inventories

EUR
Balance as at 31.12.2022 1,519,536
Inventories 8,421
Balance as at 30.09.2023 1,527,957
Inventories 2,448
Balance as at 31.12.2023 1,530,405
Inventories 26,220
Balance as at 30.09.2024 1,556,625

No inventories were written down in the first 9 months of 2024 and 2023.

EUR 30.09.2024 31.12.2023 30.09.2023
Trade payables 588 4,171 2,146
Taxes payable 7,954 6 1,240
Other payables 0 16,922 0
TOTAL 8,542 21,099 3,386

Note 4 Trade and other payables

Note 5 Equity

Number of shares (pcs) Share capital (EUR)
Balance 30.09.2023 4,499,061 449,906
Balance 31.12.2022 4,499,061 449,906
Balance 30.09.2024 4,499,061 449,906

The share capital of AS Trigon Property Development is 449,906 euros (31.12.2023 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.

As at 30 September 2024, the retained earnings amounted to 736,843 euros. As at 31 December 2023, the accumulated losses amounted to 723,862 euros. The maximum possible income tax liability which would arise if all of the unrestricted equity were distributed as dividends is 151,712 euros.

As at 30 September 2024, the Company had 1,150 shareholders (31 December 2023: 1,143 shareholders) of which the entities with more than a 5% holdings were:

  • Pärnu Holding OÜ with 1,764,600 (31.12.2023: 1,764,600) shares or 39.22% (31.12.2023: 39.22%)
  • Nordic Fibreboard LTD OÜ with 804,552 (31.12.2023: 804,552) shares or 17.88% (31.12.2023: 17.88%)
  • Madis Talgre with 332,972 (31.12.2023: 338,900) shares or 7.40% (31.12.2023: 7.53%).

Members of the Management Board and Supervisory Board did not own directly any shares of Trigon Property Development AS as at 30 September 2024 and 31 December 2023. Supervisory Board members Joakim Johan Helenius and Torfinn Losvik have indirect ownership through parent company OÜ Pärnu Holdings.

Note 6 Sales revenue

EUR III Q 2024 III Q 2023 9 M 2024 9 M 2023
Gain on sales by operating activities
Sale of real estate 31,920 26,580 31,920 26,580
Total gain on sales 31,920 26,580 31,920 26,580

Note 7 Costs of goods sold

EUR III Q 2024 III Q 2023 9 M 2024 9 M 2023
Land and buildings 912 5,316 912 5,316
TOTAL 912 5,316 912 5,316

Note 8 Administrative and general expenses

EUR III Q 2024 III Q 2023 9 M 2024 9 M 2023
Security transactions and stock exchange
fees
2,445 2,341 6,601 6,700
Advertising 0 0 428 696
Accounting service 810 810 2,430 2,430
Consulting (note 11) 2,460 3,950 11,920 12,550
Selling expenses 0 532 0 532
Auditing 0 0 20 20
Land tax 1,349 1,234 4,048 3,701
Legal expenses 79 183 1,342 386
Other 3 21 57 256
TOTAL 7,147 9,070 26,846 27,271

Note 9 Earnings per share

EUR 9 M 2024 9 M 2023
Weighted average number of shares 4,499,061 4,499,061
Basic earnings per share (basic EPS) 0.00289 -0.00112
Diluted earnings per share 0.00289 -0.00112
Book value of the share 0.38 0.38
Closing price of the share of AS Trigon Property
Development on Tallinn Stock Exchange
0.536 0.838

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:

  • Pärnu Holdings OÜ and owners of the 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 30.09.2024, OÜ Pärnu Holdings owns 39.22 % of the shares. The 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 9 months of 2024 and 2023 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 9 months of 2024 Company bought services from the companies under the control of the Members of the Supervisory Board in the amount of 2,430 euros (2023 9 M: 2,430 euros).

Trigon Property Development AS has purchased accounting services from related parties.

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