GLOBE TRADE CENTRE S.A.
CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DECEMBER 2021
TOGETHER WITH THE INDEPENDENT AUDITOR’S REPORT
Globe Trade Centre S.A.
Consolidated Statement of Financial Position
as of 31 December 2021
(in thousands of Euro)
2
Note
31 December
2021
ASSETS
Non-current assets
Investment property
17
2,240,660
Residential landbank
18
27,002
Property, plant and equipment
16
7,834
Blocked deposits
21
11,078
Deferred tax asset
15
3,786
Derivatives
19
826
Other non-current assets
163
2,291,349
Loan granted to non-controlling interest
partner
27
10,628
Total non-current assets
2,301,977
Current assets
Accounts receivables
6,161
Accrued income
3,448
Receivables from shareholders
30
123,425
VAT and other tax receivable
26
2,957
Income tax receivable
456
Prepayments and deferred expenses
33
11,515
Short-term blocked deposits
21
14,341
Cash and cash equivalents
22
87,468
249,771
Assets held for sale
32
292,001
1,580
TOTAL ASSETS
2,843,749
Globe Trade Centre S.A.
Consolidated Statement of Financial Position
as of 31 December 2021
(in thousands of Euro)
3
Note
31 December
2021
31 December
2020
EQUITY AND LIABILITIES
Equity attributable to equity holders of the
Company
Share capital
30
11,007
11,007
Share premium
550,522
550,522
Unregistered share capital increase
30
120,295
-
Capital reserve
30
(49,489)
(49,489)
Hedge reserve
(30,903)
(11,930)
Foreign currency translation reserve
(2,570)
(2,553)
Accumulated profit
501,704
460,053
1,100,566
957,610
Non-controlling interest
27
16,423
16,538
Total Equity
1,116,989
974,148
Non-current liabilities
Long-term portion of long-term borrowing
28
1,255,114
1,067,867
Lease liability
29
38,767
42,891
Deposits from tenants
24
11,078
10,979
Long term payable
25
2,426
2,524
Provision for share based payment
31
1,410
977
Derivatives
19
38,743
15,895
Provision for deferred tax liability
15
140,145
133,230
1,487,683
1,274,363
Current liabilities
Current portion of long-term borrowing
28
44,337
193,425
Current portion of lease liabilities
29
198
163
Trade payables and provisions
20
31,092
27,299
Deposits from tenants
24
1,932
1,790
VAT and other taxes payables
2,222
1,551
Income tax payables
1,000
4,220
Derivatives
19
2,681
3,365
Advances received
784
433
84,246
232,246
Liabilities related to assets held for sale
32
154,831
-
TOTAL EQUITY AND LIABILITIES
2,843,749
2,480,757
Globe Trade Centre S.A.
Consolidated Income Statement
for the year ended 31 December 2021
(in thousands of Euro)
4
Note
Year ended
31 December
2021
Year ended
31 December
2020
Rental revenue
10,14
130,289
120,652
Service charge revenue
10,14
41,662
39,469
Service charge costs
14
(44,356)
(41,527)
Gross margin from operations
127,595
118,594
Selling expenses
11
(1,652)
(1,307)
Administration expenses
12
(14,145)
(11,712)
Loss from revaluation / impairment of
assets
17
(12,867)
(142,721)
Other income
1,432
776
Other expenses
23
(1,062)
(1,622)
Profit/(loss) from continuing operations
before tax and finance income / expense
99,301
(37,992)
Foreign exchange gain / (loss), net
196
(2,951)
Finance income
13
304
331
Finance cost
13
(43,281)
(35,244)
Profit/(loss) before tax
56,520
(75,856)
Taxation
15
(13,784)
4,995
Profit/(loss) for the year
42,736
(70,861)
Attributable to:
Equity holders of the Company
41,651
(70,189)
Non-controlling interest
27
1,085
(672)
Basic/diluted earnings (losses)
per share (in Euro)
34
0.09
(0.14)
Globe Trade Centre S.A.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2021
(In thousands of Euro)
5
Year ended
31 December
2021
Year ended
31 December
2020
Profit/(loss) for the period
42,736
(70,861)
Net other comprehensive income for the period, net
of tax not to be reclassified to profit or loss in
subsequent periods
-
-
Loss on hedge transactions
(20,356)
(7,748)
Income tax
1,383
812
Net loss on hedge transactions
(18,973)
(6,936)
Foreign currency translation
(17)
(3,496)
Net other comprehensive income for the period, net
of tax to be reclassified to profit or loss in
subsequent periods
(18,990)
(10,432)
Total comprehensive income/(loss) for the
period, net of tax
23,746
(81,293)
Attributable to:
Equity holders of the Company
22,661
(80,621)
Non-controlling interest
1,085
(672)
Globe Trade Centre S.A.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
(In thousands of Euro)
6
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 2020
11,007
550,522
-
(43,098)
(4,994)
943
530,242
1,044,622
14,040
1,058,662
Other comprehensive
income
-
-
-
-
(6,936)
(3,496)
-
(10,432)
-
(10,432)
Loss for the year ended
31 December 2020
-
-
-
-
-
-
(70,189)
(70,189)
(672)
(70,861)
Total comprehensive
income / (loss) for the
period
-
-
-
-
(6,936)
(3,496)
(70,189)
(80,621)
(672)
(81,293)
Acquisition of non-controlling
interest
-
-
-
(6,391)
-
-
-
(6,391)
3,590
(2,801)
Dividend distribution to non-
controlling interest
-
-
-
-
-
-
-
-
(420)
(420)
Balance as of
31 December 2020
11,007
550,522
(49,489)
(11,930)
(2,553)
460,053
957,610
16,538
974,148
11,007
550,522
-
(49,489)
(11,930)
(2,553)
460,053
957,610
16,538
974,148
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 2021
11,007
550,522
-
(49,489)
(11,930)
(2,553)
460,053
957,610
16,538
974,148
Other comprehensive
income
-
-
-
-
(18,973)
(17)
-
(18,990)
-
(18,990)
Profit for the year ended
31 December 2021
-
-
-
-
-
-
41,651
41,651
1,085
42,736
Total comprehensive
income / (loss) for the
period
-
-
-
-
(18,973)
(17)
41,651
22,661
1,085
23,746
Unregistered share capital
increase (note 30)
-
-
120,295
-
-
-
-
120,295
-
120,295
Dividend distribution to
non-controlling interest
-
-
-
-
-
-
-
-
(1,200)
(1,200)
Balance as of
31 December 2021
11,007
550,522
(49,489)
(11,930)
(2,553)
460,053
957,610
16,538
974,148
11,007
550,522
120,295
(49,489)
(30,903)
(2,570)
501,704
1,100,566
16,423
1,116,989
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(In thousands of Euro)
7
Note
Year ended
31 December
2021
Year ended
31 December
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit/(loss) before tax
56,520
(75,856)
Adjustments for:
Loss from revaluation/impairment of assets and
residential projects
12,867
142,721
Foreign exchange loss/(gain), net
(196)
2,951
Finance income
13
(304)
(331)
Finance cost
13
43,281
35,244
Provision for share based payment loss/(profit)
12
432
(469)
Depreciation
16
653
654
Operating cash before working capital changes
113,253
104,914
Decrease (increase) in accounts receivables and
prepayments and other current assets
(4,952)
2,469
Decrease in advances received
583
72
Increase in deposits from tenants
2,878
27
Increase (decrease) in trade and other payables
3,550
(800)
Cash generated from operations
115,312
106,682
Tax paid in the period
(8,885)
(6,357)
Net cash from operating activities
106,427
100,325
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property and property, plant
and equipment
17
(92,784)
(78,528)
Purchase of completed assets and land
17
(262,937)
(21,468)
Purchase of residential landbank
18
(13,300)
-
Decrease in short term deposits designated for
investment
1,150
5,923
Purchase of minority
-
(1,802)
Sale of investment property
-
64,569
Sale of subsidiary
595
-
Advances received for assets held for sale
32
1,210
-
VAT/tax on purchase/sale of investment property
(614)
953
Interest received
28
55
Net cash used in investing activities
(366,652)
(30,298)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
28
706,070
286,807
Repayment of long-term borrowings
28
(585,323)
(224,293)
Interest paid and other financing breaking fees
(32,786)
(32,068)
Repayment of lease liability
29
(516)
(162)
Loans origination payment
(8,147)
(1,983)
Dividend paid to non-controlling interest
27
(300)
(420)
Decrease/(Increase) in short term deposits
5,908
(168)
Net cash from financing activities
84,906
27,713
Net foreign exchange difference
(44)
(5,380)
Net increase/ (decrease) in cash and cash
equivalents
(175,363)
92,360
Cash and cash equivalents at the beginning of
the period
22
271,996
179,636
Cash and cash equivalents at the end of the period
22
96,633
271,996
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
8
1. Principal activities
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.
The Group’s main business activities are development and rental of office and retail space.
As of 31 December 2021 and 31 December 2020, the number of full-time equivalent working
employees in the Group companies was 211 and 209, respectively.
GTC is primarily listed on the Warsaw Stock Exchange and inward listed on Johannesburg
Stock Exchange.
As of 31 December 2021, the majority shareholder of the Company is GTC Holding Zrt.,
which holds directly and indirectly 320,466,380 shares of GTC S.A., entitling to 320,466,380
votes in the Company, representing 66% of the share capital of GTC S.A. and carrying the
right to 66% of the total number of votes in GTC S.A. GTC Holding Zrt. holds directly
21,891,289 shares of the Company, entitling to 21,891,289 votes in GTC S.A., representing
4.51% of the share capital of the Issuer and carrying the right to 4.51% of the total number
of votes in GTC S.A. and indirectly (i.e. through GTC Dutch Holdings B.V.) holds
298,575,091 shares in the Company, entitling to 298,575,091 votes GTC S.A., representing
61.49% of the share capital of the Company and carrying the right to 61.49% of the total
number of votes in the Company.
2. Functional and presentation currencies
The functional currency of GTC S.A. and most of its subsidiaries is Euro. The functional
currency of some of GTC’s subsidiaries is other than Euro.
The financial statements of those companies prepared in their functional currencies are
included in the consolidated financial statements by 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. All resulting exchange
differences are classified in equity as “Foreign currency translation reservewithout affecting
earnings for the period.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
9
3. Basis of preparation and statement of compliance
The Company maintains its books of account in accordance with accounting principles and
practices employed by enterprises in Poland as required by the Polish accounting
regulations. The companies outside Poland maintain their books of account in accordance
with local GAAP. The consolidated financial statements include a number of adjustments
not included in the books of account of the Group entities, which were made in order
to bring the financial statements of those entities to conformity with IFRS.
These consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS”) as adopted by the EU („EU IFRS").
At the date of authorisation of these consolidated financial statements, taking into account
the EU IFRS's ongoing process of IFRS endorsement and the nature of the Group's
activities, there is no relevant difference between IFRS applying to these consolidated
financial statements and IFRS endorsed by the European Union.
4. Going concern
The Group’s policies and processes are aimed at managing the Group’s capital, financial
and liquidity risks on a sound basis. The Group meets its day to day working capital
requirements through the generation of operating cash-flows from rental income. Further
details of liquidity risks and capital management processes are described in note 37.
As of 31 December 2021, the Group’s net working capital (defined as current assets less
current liabilities) was positive and amounted to Euro 165,525.
The management has analysed the timing, nature and scale of potential financing needs
of particular subsidiaries and believes that there are not 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 balance sheet date. Consequently, the consolidated
financial statements have been prepared on the assumption that the Group companies will
continue as a going concern in the foreseeable future, for at least twelve months from the
balance sheet date.
Based on management’s analysis, the current cash liquidity of the Company and prepared
cash flow budget assumptions, the 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.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
10
5. Accounting policies
The accounting policies adopted in the preparation of the attached 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 2020 except for the new
standards, which are effective as at 1 January 2021 (see note 6).
Also, there is no significant changes in accounting estimates used by the Group. For
valuation of Serbian offices transaction approach was used. Asset deal approach was used
for Winmark and G-Delta Adrssy transactions (please refer to note 9), as it is qualified in
accordance with IFRS 3.
6. New standards and interpretations that have been issued
STANDARDS ISSUED AND EFFECTIVE FOR FINANCIAL YEARS BEGINNING ON OR
AFTER 1 JANUARY 2021:
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark
Reform Phase 2 (issued on 27 August 2020). These amendments complement those
made in 2019 (‘IBOR phase 1’) and focus on the effects on entities when an existing
interest rate benchmark is replaced with a new benchmark rate as a result of the reform.
Amendments to IFRS 4 Insurance Contracts deferral of IFRS 9 (issued on 25 June
2020).
The Company’s assessment is that the above changes (new standards/amendments) have
no material impact.
STANDARDS ISSUED BUT NOT YET EFFECTIVE:
Amendments to IFRS 16 Leases: Covid-19 Related Rent Concessions (issued on 31
March 2021) effective for financial years beginning on or after 1 April 2021;
Amendments to IFRS 3, IAS 16, IAS 37 and annual improvements to standards 2018-
2020 (Annual improvements) - issued on 14 May 2020 and effective for financial years
beginning on or after 1 January 2022;
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
11
6. New standards and interpretations that have been issued (continued)
Amendments to IAS 1 - Disclosure of accounting policies and IAS 8 - Definition of
accounting estimates (issued on 12 February 2021) –– effective for financial years
beginning on or after 1 January 2023;
IFRS 17 Insurance Contracts (issued on 18 May 2017 and amended on 25 June 2020)
effective for financial years beginning on or after 1 January 2023;
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities
as Current or Non-current (issued on 23 January 2020 and amended 15 July 2020)
effective for financial years beginning on or after 1 January 2023;
Amendment to IFRS 17 Insurance Contracts: Initial Application of IFRS 17 and
IFRS 9 - Comparative Information (issued on 9 December 2021) –– effective for financial
years beginning on or after 1 April 2023;
Amendments to IAS 12: Income Taxes: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction (issued on 7 May 2021) –– effective for financial years
beginning on or after 1 April 2023.
The new standards are not yet endorsed by EU at the date of approval of these financial
statements.
The effective dates are dates provided by the International Accounting Standards Board.
Effective dates in the European Union may differ from the effective dates provided in
standards and are published when the standards are endorsed by the European Union.
The Group plans to adopt all new standards on the required effective date and will not
restate comparative information. The Group does not expect a significant impact on its
statement of financial position and equity.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
12
7. Summary of significant accounting policies
(a) BASIS OF ACCOUNTING
The consolidated financial statements have been prepared on a historical cost basis, except
for completed investment properties, investment property under construction (“IPUC”) if the
certain condition described in note 7(c) ii are met, share based payments, and derivative
financial instruments that have been measured at fair value.
(b) PROPERTY, PLANT AND EQUIPMENT
Plant and equipment consist of vehicles and equipment. Plant and equipment are recorded
at cost less accumulated depreciation and impairment. Depreciation is provided using the
straight-line method over the estimated useful life of the asset. Reassessment of the useful
life and indications for impairment is performed each quarter.
The following depreciation rates have been applied:
Depreciation rates
Equipment
7-20%
Buildings
2%
Vehicles
20%
Assets under construction other than investment property are shown at cost. The direct
costs paid to subcontractors for the improvement of the property are capitalised into
construction in progress. Capitalised costs also include borrowing costs, planning, and
design costs, construction overheads, and other related costs. Assets under construction
are not depreciated.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
13
7. Summary of significant accounting policies (continued)
(c) INVESTMENT PROPERTIES
Investment property comprises a land plot or a building or a part of a building held to earn
rental income and/or for capital appreciation and property that is being constructed
or developed for future use as an investment property (investment property under
construction).
Investment properties are initially measured at cost, including transaction costs. The
carrying amount includes the cost of replacing part of an existing investment property at the
time the cost is incurred if the recognition criteria are met and excludes the costs of day-to-
day servicing of an investment property.
Subsequent to initial recognition, investment properties are stated at fair value. Any gain or
loss arising from a change in the fair value of investment property is recognized in the profit
or loss for the year in which it arose, after accounting for the related impact on deferred tax.
(i) Completed Investment properties
Investment properties are stated at fair value according to the fair value model, which
reflects market conditions at the reporting date
Completed investment properties were externally valued by independent appraisers as of
31 December 2021 and 31 December 2020 based on open market values (RICS
Standards). Completed properties are either valued on the basis of discounted cash flow
(DCF) or - as deemed appropriate on the basis of the income capitalisation or yield
method. The applied method is defined by the valuer.
Investment properties are derecognised when either they have been disposed of or when
the investment property is permanently withdrawn from use, and no future economic benefit
is expected from its disposal. Any gains or losses on the retirement or disposal of an
investment property are recognised in the income statement in the year of retirement or
disposal.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
14
7. Summary of significant accounting policies (continued)
Transfers are made to investment property only when there is a change in use, evidenced
by the end of owner occupation or commencement of a lease. Transfers are made from
investment property only when there is a change in use, evidenced by commencement of
owner occupation or commencement of development with a view to sale.
(ii) Investment property under construction
The Group revalue IPUC based on its fair value, once a substantial part of the development
risks has been eliminated. IPUC, which does not meet this condition, is presented at the
lower of cost or recoverable amount. Recoverable amount is a fair value, externally valued
by independent appraisers.
The land is reclassified to IPUC at the moment, at which active development of this land
begins (i.e. when construction works start).
The Group has adopted the following criteria to assess whether the substantial risks are
eliminated with regard to particular IPUC:
agreement with a general contractor is signed;
a building permit is obtained;
at least 20% of the rentable area is leased to tenants (based on the signed lease
agreements and letters of intent);
external financing is secured.
The fair values of IPUC were determined as at their development stage at the end of the
reporting period. Valuations were performed in accordance with RICS and IVSC Valuation
Standards using the residual method approach.
The future assets’ value is estimated based on the expected future income from the project,
using yields that are higher than the current yields of the similar completed property.
The remaining expected costs to completion are deducted from the estimated future assets
value.
For projects where the completion is expected in the future, also a developer profit margin
of unexecuted works was deducted from the value. The profit margin deducted is reduced
when the construction is closer to completion.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
15
7. Summary of significant accounting policies (continued)
(d) HIERARCHY OF INVESTMENT PROPERTY
Fair value hierarchy is based on the sourced of input used to estimate the fair value:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities,
Level 2: other techniques for which all inputs which have a significant effect on the recorded
fair value are observable, either directly or indirectly,
Level 3: techniques that use inputs that have a significant effect on the recorded fair value
that are not based on observable market data.
All investment properties are categorized in Level 2 or Level 3 of the fair value hierarchy.
The Group considered all investment value under construction carried at fair value as
properties categorized in Level 3.
The Group considered completed investment properties as properties categorize in Level 2
or Level 3, based on the liquidity in the market it operates.
The Group applied the simplified classification rules of the investment properties fair value
hierarchy based on the two main criteria: the type of investment property (retail/office) and
mainly its location.
The fair value measurement of completed investment property is based on the market
assumptions made by the independent appraisers. Those assumptions depend on the
observable market transactions. For more mature and active markets like e.g. Poland,
Hungary, and Romania, with a relevant number of comparative transactions, properties are
classified to level 2. The other markets provide few observable data, and the relevant
properties are classified to level 3.
(e) INVESTMENTS IN ASSOCIATES
Investments in associates are accounted for under the equity method. The investment is
carried in the statement of financial position at cost plus post acquisition changes in the
Group share of net assets of the associate.
(f) INVESTMENTS IN JOINT VENTURES
Investments in joint ventures are accounted for under the equity method. The investment is
carried in the statement of financial position at cost plus post acquisition changes in the
Group share of net assets of the joint ventures.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
16
7. Summary of significant accounting policies (continued)
(g) LEASE ORIGINATION COSTS
The costs incurred to originate a lease (mainly brokers’ fees) for available rental space are
added to the carrying value of investment property until the date of revaluation of the related
investment property to its fair value. If as of the date of revaluation, the carrying value is
higher than the fair value, the costs are recognized in the income statement.
(h) NON-CURRENT ASSETS HELD FOR SALE
Non-current assets and their disposal groups are classified as held for sale if their carrying
amount will be recovered principally through a sale transaction rather than through
continuing use. This requirement can be fulfilled only if the occurrence of a sale transaction
is highly probable and the item of assets is available for immediate sale in its present
condition. The classification of an asset as held for sale assumes the intent of the entity’s
management to realise the transaction of sale within one year from the moment of asset
classification to the held for sale category. Non-current assets held for sale are measured
at the lower of their carrying amount and fair value, less costs to sell.
(i) ADVANCES RECEIVED
Advances received (related to pre-sales of residential units) are deferred to the extent that
they are not reflected as revenue as described below in note 7(j).
(j) RENTAL REVENUE
Rental revenues result from operating leases and are recognised as income over the lease
term on a straight-line basis (according to IFRS 16 Leases).
(k) INTEREST AND DIVIDEND INCOME
Interest income is recognised on an accrual basis using the effective interest method that
is the rate that exactly discounts estimated future cash flows through the expected life
of financial instruments to the net carrying amount of the underlying financial asset or
liability.
Dividend income is recognised when the shareholders’ right to receive payments is
established.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
17
7. Summary of significant accounting policies (continued)
(l) CONTRACT REVENUE AND COSTS RECOGNITION
Group has the following revenue streams:
Rental income. The main source of income of the Group, which is charged to tenants
on a monthly basis, based on rent fee rate agreed in the contract.
Service charge represents fees paid by the tenants of the Group’s investment
properties to cover the costs of the services provided by the Group in relation to their
leases. Service charge is billed on a monthly basis, based on service fee rate agreed in
the contract, which represents the best estimate for a particular project. Allocation of
service charge to tenants is done based on the leased area.
Heating, water, and sewage are billed separately on a monthly basis, based on leased
area and rates agreed in the contract.
Service charge revenue under IFRS 15 Revenue from Contracts with Customers
Service charge revenue is recognised under IFRS 15 when control of the goods or services
are transferred to the customer at an amount that reflects the consideration to which the
Group expects to be entitled in exchange for those goods or services.
Group recognizes two kinds of performance obligations in the Group:
Acting as an agent. Some tenants install counters for electricity. In this case, the
invoices for electricity are billed through GTC entities and addressed to the tenants
directly. The Group recognizes cost and corresponding income at the same amount.
For financial statement purposes such income and expenses are disclosed on a net
basis, as GTC acts as an agent.
Acting as a principal. In the other cases, all service charges are billed to GTC
entities. The Group bills the tenants based on the rates in the contract on a monthly
basis. By the end of the year, the Group does reconciliation of actual service
charges costs vs. billed one, and then bill for deficit or return the overpayment to the
tenant if it is required. For financial statement purposes such expenses are
disclosed on a gross basis, as GTC acts as a principal.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
18
7. Summary of significant accounting policies (continued)
(m) BORROWING COSTS
Borrowing costs directly attributable to the acquisition or construction of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalised as part of the cost of the asset. All other borrowing costs are expensed in the
period in which they occur. Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds.
The interest capitalised is calculated using the Group’s weighted average cost
of borrowings after adjusting for borrowings associated with specific developments. Where
borrowings are associated with specific developments, the amount capitalised is the gross
interest incurred on those borrowings less any investment income arising on their
temporary investment. Interest is capitalised from the commencement of the development
work until the date of practical completion, i.e., when substantially all of the development
work is completed. The capitalisation of finance costs is suspended if there are prolonged
periods when development activity is interrupted. Interest is also capitalised on
the purchase cost of a site of property acquired specifically for redevelopment, but only
where activities necessary to prepare the asset for redevelopment are in progress.
(n) SHARE ISSUANCE EXPENSES
Share issuance costs are deducted from equity (share premium), net of any related income
tax benefits.
(o) INCOME TAXES & OTHER TAXES
The current provision for corporate income tax for the Group companies is calculated
in accordance with tax regulations ruling in particular country of operations and is based on
the profit or loss reported under relevant tax regulations.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
19
7. Summary of significant accounting policies (continued)
Deferred tax liabilities are recognised for all taxable temporary differences, except:
where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss,
in respect of taxable temporary differences associated with investments in subsidiaries,
associates, and interests in joint ventures, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except:
where the deferred tax asset relating to the deductible temporary difference arises from
the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss,
in respect of deductible temporary differences associated with investments in
subsidiaries, associates, and interests in joint ventures, deferred tax assets are
recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
Deferred tax assets and liabilities are measured using the tax rates enacted to taxable
income in the years in which these temporary differences are expected to be recovered or
settled.
The measurement of deferred tax liabilities and deferred tax assets reflects the tax
consequences that would follow from the manner in which each company of the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and
liabilities.
At each reporting date, the Group companies re-assess unrecognised deferred tax assets
and the carrying amount of deferred tax assets. The companies recognise a previously
unrecognised deferred tax asset to the extent that it has become probable that future
taxable profit will allow the deferred tax asset to be recovered.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
20
7. Summary of significant accounting policies (continued)
The companies conversely reduce the carrying amount of a deferred tax asset to the extent
that it is no longer probable that sufficient taxable profit will be available to allow the benefit
of part or all of the deferred tax asset that might be utilised.
Deferred tax relating to items recognised outside profit and loss is also recognized outside
profit and loss: under other comprehensive income if relates to items recognised under
other comprehensive income, or under equity if relates to items recognized in equity.
Deferred tax assets and deferred tax liabilities are offset if, and only if, a legally enforceable
right exists to set off current tax assets against current tax liabilities, and the deferred tax
assets and deferred tax liabilities relate to income taxes that are levied by the same taxation
authority.
Revenues, expenses, assets and liabilities are recognized net of the amount of value added
tax except:
where the value added tax incurred on a purchase of assets or services is not
recoverable from the taxation authority, in which case value added tax is recognized as
part of the cost of acquisition of the asset or as part of the expense item, as applicable
and
receivables and payables, which are stated with the amount of value added tax
included.
The net amount of value added tax recoverable from, or payable to, the taxation authority
is included as part of receivables or payables in the statement of financial position.
If, according to the Group’s assessment, it is probable that the tax authorities will accept an
uncertain tax treatment or a group of uncertain tax treatments, the Group determines
taxable income (tax loss), tax base, unused tax losses and unused tax credits and tax rates,
after considering in its tax return the applied or planned approach to taxation.
If the Group ascertains that it is not probable that the tax authorities will accept an uncertain
tax treatment or a group of uncertain tax treatments, the Group reflects the impact of this
uncertainty in determining taxable income (tax loss), unused tax losses, unused tax credits
or tax rates. The Group accounts for this effect using the following methods:
determining the most probable amount it is a single amount from among possible
results or
providing the expected amount it is the sum of the amounts weighted by probability
from among possible results.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
21
7. Summary of significant accounting policies (continued)
(p) FOREIGN EXCHANGE DIFFERENCES
For companies with Euro as a functional currency, transactions denominated in a foreign
currency (including Polish Zloty) are recorded in Euro at the actual exchange rates
prevailing at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are revalued at period-end using period-end exchange rates. Foreign
currency translation differences are charged to the income statement. The following
exchange rates were used for valuation purposes in cases where a certain lease
is denominated in local currency.
31 December 2021 31 December 2020
PLN/EUR 4.5994 4.6148
USD/EUR 1.1329 1.2279
HUF/EUR 369.01 365.13
(q) INTEREST BEARING LOANS AND BORROWINGS AND DEBT SECURITIES
All loans and borrowings and debt securities are initially recognized at fair value, net of
transaction costs associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings and debt securities are
measured at amortised cost using the effective interest rate method, except for liabilities
designated as hedged items, which are measured in accordance with hedge accounting
policies, as described in note 7(w).
Debt issuance expenses are deducted from the amount of debt originally recognised. These
costs are amortised through the income statement over the estimated duration of the loan,
except to the extent that they are directly attributable to construction. Debt issuance
expenses represent an adjustment to effective interest rates.
Amortised cost is calculated by taking into account any transaction costs, and any discount
or premium on settlement.
Gains and losses are recognised in profit or loss when the liabilities are derecognised.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
22
7. Summary of significant accounting policies (continued)
(r) FINANCIAL INSTRUMENTS INITIAL RECOGNITION AND SUBSEQUENT
MEASUREMENT
A financial instrument is any contract that gives rise to a financial asset of one entity and
a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at
amortised cost, fair value through other comprehensive income (OCI), and fair value
through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them.
With the exception of trade receivables that do not contain a significant financing
component or for which the Group has applied the practical expedient, the Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs. Trade receivables that do not contain
a significant financing component or for which the Group has applied the practical expedient
are measured at the transaction price determined under IFRS 15. Refer to the accounting
policies in note 7(l) Contract revenue and costs recognition.
Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are
recognised on the trade date, i.e., the date that the Group commits to purchase or sell the
asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four
categories:
Financial assets at amortised cost (debt instruments);
Financial assets at fair value through OCI with the recycling of cumulative gains and
losses (debt instruments);
Financial assets designated at fair value through OCI with no recycling of cumulative
gains and losses upon derecognition (equity instruments);
Financial assets at fair value through profit or loss.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
23
7. Summary of significant accounting policies (continued)
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group. The Group measures financial assets at
amortised cost if both of the following conditions are met:
The financial asset is held within a business model with the objective to hold
financial assets in order to collect contractual cash flows and
The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest
rate (EIR) method and are subject to impairment. Gains and losses are recognised in
profit or loss when the asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost include trade receivables, loans to associate
and short-term deposits under current financial assets.
Financial assets at fair value through OCI (debt instruments)
The Group measures debt instruments at fair value through OCI if both of the following
conditions are met:
The financial asset is held within a business model with the objective of both holding
to collect contractual cash flows and selling; and
The contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount
outstanding.
For debt instruments at fair value through OCI, interest income, foreign exchange
revaluation, and impairment losses or reversals are recognised in the statement of profit or
loss and computed in the same manner as for financial assets measured at amortised cost.
The remaining fair value changes are recognised in OCI. Upon derecognition, the
cumulative fair value change recognised in OCI is recycled to profit or loss.
The Group does not have such debt instruments.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
24
7. Summary of significant accounting policies (continued)
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments
as equity instruments designated at fair value through OCI when they meet the definition of
equity under IAS 32 Financial Instruments: Presentation and are not held for trading.
The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends
are recognised as other income in the statement of profit or loss when the right of payment
has been established, except when the Group benefits from such proceeds as a recovery
of part of the cost of the financial asset, in which case, such gains are recorded in OCI.
Equity instruments designated at fair value through OCI are not subject to impairment
assessment.
The Group does not have such equity instruments.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading,
financial assets designated upon initial recognition at fair value through profit or loss,
or financial assets mandatorily required to be measured at fair value. Financial assets are
classified as held for trading if they are acquired for the purpose of selling or repurchasing
in the near term. Derivatives, including separated embedded derivatives, are also classified
as held for trading unless they are designated as effective hedging instruments.
Financial assets with cash flows that are not solely payments of principal and interest are
classified and measured at fair value through profit or loss, irrespective of the business
model.
Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair
value through OCI, as described above, debt instruments may be designated at fair value
through profit or loss on initial recognition if doing so eliminates or significantly reduces an
accounting mismatch.
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.
The Group does not have such instruments.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
25
7. Summary of significant accounting policies (continued)
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans, and borrowings, payables, or as derivatives designated as
hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings,
including bank overdrafts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments
entered into by the Group that are not designated as hedging instruments in hedge
relationships as defined by IFRS 9. Separated embedded derivatives are also classified as
held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the statement of profit or
loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.
Loans and borrowings
This is the category most relevant to the Group. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortized cost using the EIR method.
Gains and losses are recognized in profit or loss when the liabilities are derecognized as
well as through the EIR amortization process.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
26
7. Summary of significant accounting policies (continued)
Amortized cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortization is included as
finance costs in the statement of profit or loss.
This category applies to interest-bearing loans and borrowings.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the
consolidated statement of financial position if there is a currently enforceable legal right to
offset the recognized amounts and there is an intention to settle on a net basis, to realize
the assets and settle the liabilities simultaneously.
The table below presents the categorisation of financial assets and liabilities: item, category,
and measurement.
Item
Financial assets/liabilities
category
Measurement
Cash and short-term
deposits
Financial assets at
amortised cost
Amortised cost
Debtors
Financial assets at
amortised cost
Amortised cost
Trade and other payables
Financial liabilities at
amortised cost
Amortised cost
Long and short term
borrowings
Financial liabilities at
amortised cost
Amortised cost
Deposits from tenants
Financial liabilities at
amortised cost
Amortised cost
Long term payables
Financial liabilities at
amortised cost
Amortised cost
Interest rate swaps
Hedging (cash flow hedges)
Fair value adjusted to other
comprehensive income (effective
portion) / adjusted to profit or loss
(ineffective portion)
Cap
Financial liabilities at fair
value through profit or loss
Fair value adjusted to profit or loss
Cross-currency interest
swap
Financial liabilities at fair
value through other
comprehensive income /
profit or loss
Fair value related to interest
adjusted to other comprehensive
income
Fair value related to currency
adjusted to profit or loss
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
27
7. Summary of significant accounting policies (continued)
(s) CASH AND CASH EQUIVALENTS
Cash comprises cash on hand and on-call deposits. Cash equivalents are short-term, highly
liquid investments that readily convert to a known amount of cash and which are subject to
an insignificant risk of changes in value.
(t) ACCOUNTS RECEIVABLES
A receivable represents the Group’s right to an amount of consideration that is unconditional
(i.e., only the passage of time is required before payment of the consideration is due).
Refer to accounting policies of financial assets in section r) Financial instruments initial
recognition and subsequent measurement. The carrying amount of accounts receivables is
equal to their fair value.
(u) IMPAIRMENT OF NON-CURRENT ASSETS
The carrying value of assets not measured at fair value is periodically reviewed by the
Management Board to determine whether impairment may exist. In particular, the
Management Board assessed whether the impairment indicators exist. Based upon its most
recent analysis, management believes that there are no impairment indicators.
(v) PURCHASE OF SHARES OF NON-CONTROLLING INTEREST
If the Group increases its share in the net assets of its controlled subsidiaries, the difference
between the consideration paid/payable and the carrying amount of non-controlling interest
is recognised in equity attributable to equity holders of the parent.
(w) DERIVATIVES FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as interest rate swaps and cap, to
hedge its interest rate risks. Such derivative financial instruments are initially recognised at
fair value on the date on which a derivative contract is entered into and are subsequently
premeasured at fair value. Derivatives are carried as financial assets when the fair value is
positive and as financial liabilities when the fair value is negative.
For the purpose of hedge accounting, hedges are classified as cash flow hedges when
hedging the exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or
the foreign currency risk in an unrecognised firm commitment.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
28
7. Summary of significant accounting policies (continued)
At the inception of a hedge relationship, the Group formally designates and documents the
hedge relationship to which it wishes to apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the
nature of the risk being hedged and how the Group will assess whether the hedging
relationship meets the hedge effectiveness requirements (including the analysis of sources
of hedge ineffectiveness and how the hedge ratio is determined).
A hedging relationship qualifies for hedge accounting if it meets all of the following
effectiveness requirements:
There is ‘an economic relationship’ between the hedged item and the hedging instrument.
The effect of credit risk does not ‘dominate the value changes’ that result from that
economic relationship.
The hedge ratio of the hedging relationship is the same as that resulting from the quantity
of the hedged item that the Group actually hedges and the quantity of the hedging
instrument that the Group actually uses to hedge that quantity of hedged item.
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as
described below.
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in
the cash flow hedge reserve, while any ineffective portion is recognised immediately in the
statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the
cumulative gain or loss on the hedging instrument and the cumulative change in fair value
of the hedged item.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
29
7. Summary of significant accounting policies (continued)
Hedge accounting is discontinued when the hedging instrument expires or is sold,
terminated or exercised, or no longer qualifies for hedge accounting. At that point of time,
any cumulative gain or loss recognised in equity is transferred to net profit or loss for the
year.
For derivatives that do not qualify for hedge accounting, any gain or losses arising from
changes in fair value are recorded directly to net profit or loss of the year.
The fair value of cross-currency interest swap, interest rate swaps and caps contracts is
determined by reference to market values for similar instruments (fair value level
hierarchy 2).
(x) ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with International Financial Reporting
Standards requires Management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and contingent assets and liabilities at the balance
date. The actual results may differ from these estimates.
Investment property represents property held for long-term rental yields. Investment
property is carried at fair value, which is established at least annually by an independent
registered valuer based on discounted projected cash flows from the investment property
using the discounts rates applicable for the local real estate market and updated by the
Management judgment or - as deemed appropriate on basis of the Income capitalisation
or yield method. The applied method and main assumptions as defined in note 17 are
defined by the valuer.
The changes in the fair value of investment property are included in the profit or loss for the
period in which it arises (note 17).
The Group uses estimates in determining the amortization rates used (note 16, note 29).
The fair value of financial instruments for which no active market exists is assessed by
means of appropriate valuation methods. In selecting the appropriate methods and
assumptions, the Group applies professional judgment (note 19).
The Group recognises deferred tax asset based on the assumption that taxable profits will
be available in the future against which the deferred tax asset can be utilised. Deterioration
of future taxable profits might render this assumption unreasonable (note 15).
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
30
7. Summary of significant accounting policies (continued)
(y) SIGNIFICANT ACCOUNTING JUDGEMENTS
In the process of applying the Group's accounting policies, management has made the
following judgments:
The Group has entered into commercial property leases on its investment property portfolio.
The Group has determined that it retains all the significant risks and rewards of ownership
of these properties which are leased out on such leases.
Significant accounting judgements related to investment property are presented in note 7(c).
Significant accounting judgements related to market liquidity of investment property are
presented in note 7(d).
The Group classifies its residential inventory to 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 1-5 years. Residential projects, which are active, are classified
as current inventory. Residential projects which are planned to be completed in a period
longer than the operating cycle are classified as residential landbank under non-current
assets.
The Group determines whether a transaction or other event is a business combination by
applying the definition of a business in IFRS 3.
Deferred tax with respect to outside temporary differences relating to subsidiaries was
calculated based on an estimated probability that these temporary differences will be
realized in the foreseeable future.
The Group also makes an assessment of the probability of realization of deferred tax asset.
If necessary, the Group decreases deferred tax asset to the realizable value.
The Group uses judgements in determining the settlement of share-based payment in cash.
(z) BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of GTC and the
financial statements of its subsidiaries for the year ended 31 December 2021.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
31
7. Summary of significant accounting policies (continued)
The financial statements of the subsidiaries are prepared for the same reporting period as
those of the parent company, using consistent accounting policies and based on the same
accounting policies applied to similar business transactions and events. Adjustments are
made to bring into line any dissimilar accounting policies that may exist.
The Group, regardless of the nature of its involvement with an entity (the investee), shall
determine whether it is a parent by assessing whether it controls the investee.
The Group controls an investee when it is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns through its power
over the investee.
Thus, the Group controls an investee if, and only if, it has all the following:
power over the investee;
exposure, or rights, to variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect the amount of the investor's returns.
Subsidiaries are consolidated from the date on which control is transferred to the Group and
cease to be consolidated from the date on which control is transferred out of the Group.
All significant intercompany balances and transactions, including unrealised gains arising
from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated
unless they indicate impairment.
(aa) PROVISIONS
Provisions are recognised when the Group has present obligation, (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.
(ab) SHARE-BASED PAYMENT TRANSACTIONS
Amongst others, GTC remunerates key personnel by granting them rights for payments
based on GTC’s share price performance in PLN, in exchanges for their services (“Phantom
shares”).
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
32
7. Summary of significant accounting policies (continued)
The cost of the phantom shares is measured initially at fair value at the grant date. The
liability is re-measured to fair value at each reporting date up and including the settlement
date, with changes in fair value recognised in administration expenses. Phantom shares are
vested in annual tranches during the work/service period. Expenses are recognised in
a straight-line basis over the vesting period.
(ac) EARNINGS PER SHARE
Earnings per share for each reporting period is calculated as quotient of the profit for the
given reporting period and the weighted average number of shares outstanding in that
period.
(ad) SHORT TERM DEPOSITS
Short-term deposits include deposits related to loan agreements and other contractual
commitments and can be used only for certain operating activities as determined by
underlying agreements. Deposits related to loan agreements can be used anytime (for the
defined purposes upon approval of the lender), as so, they are presented within current
assets.
(ae) DEPOSITS FROM TENANTS
Deposits from tenants include deposits received from tenants to secure the obligation of the
tenants towards the landlord. The deposits are refundable at the end of the lease.
(af) RESIDENTIAL INVENTORY AND RESIDENTIAL LANDBANK
Inventory related to residential projects under construction is stated at the lower of cost and
net realisable value. The realisable value is determined using the Discounted Cash Flow
method or Comparison method by independent appraisers. Costs relating to the
construction of a residential project are included in the inventory.
Commissions paid to sales or marketing agents on the sale of real estate units, which are
not refundable, are expensed in full when the contract to sell is secured.
The Group classifies its residential inventory to 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 1-5 years. Residential projects, which are active, are classified
as current inventory. Residential projects which are planned to be completed in a period
longer than the operating cycle are classified as residential landbank under non-current
assets.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
33
7. Summary of significant accounting policies (continued)
(ag) LEASES
Leases, where the Group does not transfer substantially all the risk and benefits of
ownership of the asset, are classified as operating leases.
There are two types of leases in GTC Group that are subject to IFRS 16 and affect the
financial statements:
Leasing property rented to tenants - the primary activity of GTC Group.
For this leasing activity, GTC Group acts as a Lessor. The Group has entered into leases
on its property portfolio.
Leases of lands under perpetual usufruct where the Group acts as Lessee.
Perpetual usage payments are payments, which are done in advance or in arrears on an
annual or monthly basis within a define period (from 33 to 87 years). Perpetual usage
payments are made in Poland, Croatia, Romania and Serbia.
Due to the fact that perpetual usage payments, by substance, are treated as lease
payments, which are accounted for under IFRS 16.
In the consolidated financial position statements, the Group recognized a Right of Use and
Lease Liabilities:
a) Right of use of lands under perpetual usufruct is presented:
as part of the Investment Property, with separate disclosure in a separate note;
as part of the residential landbank.
b) Lease Liabilities are presented separately, as part of the short-term and long-term
liabilities, with a separate disclosure.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
34
7. Summary of significant accounting policies (continued)
Under IFRS 16, the Group presents the amortization of Right of Use or the change in fair
value of Right of Use within the profit (loss) on revaluations. Interest embedded within land
leases is presented as finance expenses.
The Right of Use of lands under perpetual usufruct is amortized over the lease period
(for cost method) or valued using the fair value approach (for investment properties valued
at fair value).
The Group entered into several other leases (low value, short term), which are not treated
in accordance with IFRS 16. Additionally, the Group has decided not to apply IFRS 16
guidelines to leases whose term will end within twelve months of the date of initial
application. In such cases, the lease is expensed without balance sheet recognition.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
35
8. Investment in Subsidiaries
The consolidated financial statements include the 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):
Subsidiaries
Name
Holding
Company
Country of
incorporation
31 December
2021
31 December
2020
GTC Konstancja Sp. z o.o. (1)
GTC S.A.
Poland
100%
100%
GTC Korona S.A.
GTC S.A.
Poland
100%
100%
Globis Poznań Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Aeropark Sp. z o.o.
GTC S.A.
Poland
100%
100%
Globis Wrocław Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Satellite Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Sterlinga Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Karkonoska Sp. z o.o. (1)
GTC S.A.
Poland
100%
100%
GTC Ortal Sp. z o.o.
GTC S.A.
Poland
100%
100%
Diego Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Francuska Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC UBP Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Pixel Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Moderna Sp. z o.o.
GTC S.A.
Poland
100%
100%
Centrum Handlowe Wilanow Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Management Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Corius Sp. z o.o.
GTC S.A.
Poland
100%
100%
Centrum Światowida Sp. z o.o.
GTC S.A.
Poland
100%
100%
Glorine Investments Sp. z o.o. (2)
GTC S.A.
Poland
-
100%
Glorine Investments Sp. z o.o. SKA (2)
GTC S.A.
Poland
-
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 Hungary”)
GTC S.A.
Hungary
100%
100%
GTC Duna Kft.
GTC Hungary
Hungary
100%
100%
Váci út 81-85. Kft.
GTC Hungary
Hungary
100%
100%
Riverside Apartmanok Kft. (1)
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%
(1) Under liquidation
(2) Liquidated
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
36
8. Investment in Subsidiaries (continued)
Name
Holding
Company
Country of
incorporation
31 December
2021
31 December
2020
GTC White House Kft.
GTC Hungary
Hungary
100%
100%
VRK Tower Kft.
GTC Hungary
Hungary
100%
100%
GTC Future Kft.
GTC Hungary
Hungary
100%
100%
Globe Office Investments Kft.
GTC Hungary
Hungary
100%
100%
Office Planet Kft. (3)
GTC Hungary
Hungary
100%
-
GTC Investments Sp. z o.o. (previously
Halsey Investments Sp. z o.o.) (4)
GTC Hungary
Poland
100%
-
GTC Univerzum Projekt Kft. (previously
Winmark Kft.) (4)
GTC Hungary
Hungary
100%
-
GTC Origine Investments Pltd.
(“GTC Origine”) (3)
GTC S.A.
Hungary
100%
-
GTC HBK Project Kft. (3)
GTC Origine
Hungary
100%
-
GTC VI188 Property Kft. (3)
GTC Origine
Hungary
100%
-
GTC FOD Property Kft. (3)
GTC Origine
Hungary
100%
-
G-Delta Adrssy Kft. (4)
GTC Origine
Hungary
100%
-
GTC KLZ 7-10 Kft. (3)
GTC Origine
Hungary
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 d.o.o.
GTC S.A.
Croatia
100%
100%
GTC Seven Gardens d.o.o.
GTC S.A.
Croatia
100%
100%
Towers International Property S.R.L.
GTC S.A.
Romania
100%
100%
Green Dream S.R.L.
GTC S.A.
Romania
100%
100%
Aurora Business Complex S.R.L.
GTC S.A.
Romania
100%
100%
Cascade Building 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%
Beaufort Invest S.R.L. (2)
GTC S.A.
Romania
-
100%
Fajos S.R.L. (2)
GTC S.A.
Romania
-
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.
GTC S.A.
Romania
66.7%
66.7%
(1) Under liquidation
(2) Liquidated
(3) Newly established wholly owned subsidiary
(4) Acquired
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
37
8. Investment in Subsidiaries (continued)
(3) Newly established wholly owned subsidiary
(5) GTC S.A. holds 100% shares through a wholly-owned subsidiary Office Planet Kft, which has 70% of shares and remaining
30% is held directly by GTC S.A.
(6) Sold
Name
Holding
Company
Country of
incorporation
31 December
2021
31 December
2020
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 (3)
GTC S.A.
Bulgaria
100%
-
GTC Medj Razvoj Nekretnina d.o.o.
Beograd (5)
GTC S.A.
Serbia
100%
100%
GTC Business Park d.o.o. Beograd (5)
GTC S.A.
Serbia
100%
100%
Commercial and Residential Ventures
d.o.o. Beograd
GTC S.A.
Serbia
100%
100%
Demo Invest d.o.o. Novi Beograd (5)
GTC S.A.
Serbia
100%
100%
Atlas Centar d.o.o. Beograd (5)
GTC S.A.
Serbia
100%
100%
Commercial Development d.o.o.
Beograd
GTC S.A.
Serbia
100%
100%
Glamp d.o.o. Beograd
GTC S.A.
Serbia
100%
100%
GTC BBC d.o.o. (5)
GTC S.A.
Serbia
100%
100%
GTC Aurora Luxembourg S.A. (3)
GTC S.A.
Luxembourg
100%
-
Europort Investment (Cyprus) 1 Limited
GTC S.A.
Cyprus
100%
100%
Europort Ukraine Holdings 1 LLC (6)
Europort
Investment
(Cyprus) 1
Limited
Ukraine
-
100%
Europort Ukraine LLC (6)
Europort
Investment
(Cyprus) 1
Limited
Ukraine
-
100%
Europort Project Ukraine 1 LLC (6)
Europort
Investment
(Cyprus) 1
Limited
Ukraine
-
100%
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
38
9. Events in the period
MANAGEMENT BOARD CHANGES AND OTHER CORPORATE EVENTS
On 29 June 2021, the Annual General Meeting adopted a resolution regarding the capital
increase of up to 20% of the existing share capital. As per the Annual General Meeting
authorization, the Management launched the capital increase via the accelerated book
building in December 2021. The subscription agreements with the shareholders participating
in the offer of O series bearer shares were signed on 20-21 December 2021. As a result
the Company issued 88,700,000 series O bearer shares. The capital increase and new
Articles of Association were registered by the National Court Register on 4 January 2022
and the funds were transferred to the Company’s account in January 2022. The O series
bearer shares were admitted to trading on the respective stock exchange on 26 January
2022.
On 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to terminate
his appointment as a member to the Management Board of the Company and other
subsidiaries of the Company. The resignation was approved by the Supervisory Board on
28 October 2021.
On 13 December 2021, the Supervisory Board of the Company appointed Pedja Petronijevic
to the Management Board of the Company (Chief Development Officer) effective as at
15 January 2022 and János Gárdai to the Management Board of the Company (Chief
Operating Officer) effective as at 1 February 2022.
ACQUISITIONS
On 11 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, signed a sale purchase agreement to acquire a Napred
company in Belgrade, holding a land plot of 19,537 sqm for a consideration of EUR 33.8
million from Groton Global Corp. The site has potential office development of ca 79,000
sqm. The transaction was completed on 11 February 2022.
On 30 April 2021, Globe Office Investments Kft., an indirect wholly-owned subsidiary of the
Company, acquired from a company related to the majority shareholder of the Company
a 15,700 sqm Class A office building on Váci corridor (Váci Green D) in Budapest for
a consideration of EUR 51 million. The transaction was partially financed by a bank facility
in the amount of EUR 25 million.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
39
9. Events in the period (continued)
On 12 May 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, acquired 100% holding of Winmark Ingatlanfejlesztő Kft
(“Winmark”), which owns the Ericsson Headquarter Office Building and the evosoft Hungary
Headquarter (Siemens Group) Office Building two class A office buildings in Budapest from
WING Real Estate Group for a consideration of EUR 160.3 million, which was financed
partially by a bank facility in the amount of EUR 80 million.
On 1 June 2021, GOC EAD, a wholly-owned subsidiary of the Company, acquired a land
plot in Sofia with an area of 2,417 sqm for a total amount of EUR 4.7 million. The Group
plans to develop an office building in Sofia, Bulgaria with a leasable area of 9,200 sqm.
On 30 June 2021, GTC HBK Project Kft., an indirect wholly-owned subsidiary of the
Company, acquired from a company related to the majority shareholder of the Company
a 6,400 sqm mixed-used retail and office asset in Budapest for the total consideration
of EUR 21 million. The acquisition was partially financed by a bank facility in the amount
of EUR 10.8 million.
On 30 June 2021, GTC VI188 Property Kft., an indirect wholly-owned subsidiary
of the Company, acquired from a company related to the majority shareholder of the
Company a 15,000 sqm Class A office building in Budapest for a consideration of EUR 31.2
million. The acquisition was partially financed by a bank facility in the amount of EUR 16.2
million.
On 22 July 2021, GTC FOD Kft, an indirect wholly-owned subsidiary of the Company,
acquired from a company related to the majority shareholder of the Company a 24,000 sqm
Class A Office Building in Debrecen, the second-largest city in Hungary, for a consideration
of EUR 46.7 million.
On 21 September 2021, GTC KLZ 7-10 Kft., an indirect wholly owned subsidiary of the
Company, acquired from an investment fund related to the majority shareholder
of the Company a land plot of 3,750 sqm for the total consideration of EUR 12.8 million.
The site has potential residential development ca. 17,000 sqm.
On 21 September 2021, GTC Origine Investments Pltd., a wholly owned subsidiary
of the Company, acquired 100% holding of G-Delta Adrssy Kft. from an investment fund
related to the majority shareholder of the Company, which owns an existing office building
for a future refurbishment with a GLA of 3,600 sqm for a consideration of EUR 10.8 million.
The office building is located in the CBD of Budapest.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
40
9. Events in the period (continued)
DISPOSAL OF ASSETS
On 21 May 2021, GTC and GTC Hungary Real Estate Development Company Pltd.,
a wholly-owned subsidiary of the Company, signed a sale and purchase agreement,
concerning the sale of the entire share capital of Serbian subsidiaries: Atlas Centar d.o.o.
Beograd (“Atlas Centar”), Demo Invest d.o.o. Novi Beograd (“Demo Invest”), GTC BBC
d.o.o. (“BBC”), GTC Business Park d.o.o. Beograd (“Business Park”), GTC Medjunarodni
Razvoj Nekretnina d.o.o. Beograd (“GTC MRN”) and Commercial and Residential Ventures
d.o.o. Beograd (“CRV”). The purchase price under the Agreement shall be calculated
on an enterprise value basis, based on a property value of aggregate EUR 267.6 million.
The transaction was successfully closed on 12 January 2022. GTC Group has received
an amount of EUR 134.3 million net proceeds before tax.
On 9 September 2021, Europort Investments (Cyprus) 1 Limited, a wholly-owned subsidiary
of the Company, sold shares of all its subsidiaries holding two land plots in Ukraine (Odessa)
for an amount of EUR 0.6 million. Subsequently to the sale, the Company no longer has any
assets or holds any entities in Ukraine.
On 2 December 2021, GTC Seven Gardens d.o.o., a wholly-owned subsidiary of the
Company, entered into a preliminary sale agreement of land plot with an area of 3,406 sqm
for a total amount of EUR 1.4 million.
ISSUANCE OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES
TO BANK LOAN AGREEMENTS
On 8 January 2021, GTC Pixel and GTC Francuska signed a loan agreement with
Santander Bank Polska, which refinanced the existing loans. GTC Pixel repaid the loan
in PKO BP in the amount of EUR 19.2 million and obtained the new loan in Santander Bank
Polska in the amount of EUR 19.7 million. GTC Francuska repaid the loan in ING
in the amount of EUR 18.9 million and obtained the new loan in Santander Bank Polska
in the amount of EUR 19.3 million.
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company issued 10-year green bonds with a total nominal value of EUR
53.8 million denominated in HUF to finance real estate acquisitions, redevelopment, and
constructions of eligible projects. The bonds are fully, and irrevocable guaranteed by the
Company and were issued at a yield of 2.68% with an annual fixed coupon of 2.6%. The
bonds are amortized 10% a year starting on the 7th year, with 70% of the value paid at the
maturity on 17 March 2031.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
41
9. Events in the period (continued)
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, entered into cross-currency interest swap agreements with two
different banks to hedge the total green bonds liability against foreign exchange fluctuations.
The green bonds were fixed to the Euro, and the fixed annual coupon was swapped for
an average annual interest fixed rate of 0.93%.
On 18 March 2021, Erste Group Bank AG, Raiffeisenlandesbank Niederosterreich-Wien AG
and GTC Galeria CTWA Sp. z o.o., a wholly-owned subsidiary of the Company, operating
Galeria Jurajska shopping mall, signed a waiver letter, according to which the DSCR
covenant was waived until the end of September 2022 and a prepayment of EUR 5 million
was made at the end of March 2021.
On 1 April 2021, GTC Corius Sp. z o.o., a wholly-owned subsidiary of the Company, signed
a loan agreement prolongation with Berlin Hyp Bank for additional five years.
On 7 May 2021, GTC Sterlinga Sp. z o.o., a wholly-owned subsidiary of the Company,
signed a prolongation of the loan agreement with Pekao S.A. for additional five years.
On 8 June 2021, two rating agencies assigned a corporate family rating (“CFR”) to GTC:
Moody's Investors Service ("Moody's") Ba1 and Fitch Ratings (“Fitch”) BBB-. Outlook for
the assigned ratings is positive (Moody's) and stable (Fitch). After the issue
of EUR 500 million fixed-rate, senior unsecured green bonds due 2026, Moody's and Fitch
assigned credit ratings for issued bonds on the same level as CFR. Bonds were issued by
GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company, and guaranteed
by the Company.
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the
Company, issued 5-year unsecured green bonds with the total nominal value of EUR 500
million denominated in EUR to primarily refinance existing secured debt on its projects
whose activities meet the eligibility criteria detailed in the GTC's Green Bond Framework,
as well as for general corporate purposes. The bonds are guaranteed by the Company and
were issued at a yield of 2.375% with an annual fixed coupon of 2.25%. The bonds are paid
at the maturity on 23 June 2026.
On 29 October 2021, the Company signed the first unsecured revolving credit facility
agreement in the amount of EUR 75 million with a club of four different banks.
On 29 December 2021, Euro Structor d.o.o., a partially-owned subsidiary of the Company,
signed a prolongation for the existing credit facility for another five years with Zagrebačka
banka. The new prolonged loan shall bear a fixed interest of 1.9% and the outstanding
amount of EUR 42.5 million shall be paid as a balloon at the maturity date.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
42
9. Events in the period (continued)
BONDS AND LOANS REPAYMENTS
On 5 March 2021, GTC S.A. repaid all bonds issued under ISIN code PLGTC0000276
(full redemption). The original nominal value was EUR 20,494.
On 19 March 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary of
the Company, operating Ada Mall, and Intesa Bank signed a restated loan agreement
whereby the existing loan in the amount of EUR 58.3 million was early prepaid
by 31 March 2021 in the amount of EUR 29 million and the margin reduced from 3.15%
to 2.9%. Following the prepayment, the outstanding loan amount shall be payable in full
at maturity in 2029.
On 25 June 2021, GTC Metro Kft., a wholly-owned subsidiary of the Company, repaid the
full outstanding amount of the loan with CIB bank in the amount of EUR 13 million.
On 30 June 2021, Centrum Światowida Sp. z o.o., a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with Bank Polska Kasa Opieki S.A.
and Commercial Bank of China (Europe) S.A. in the total amount of EUR 174.1 million.
On 30 June 2021, GTC Korona S.A., a wholly-owned subsidiary of the Company, repaid the
full outstanding amount of the loan with Santander Bank Polska S.A. in the amount
of EUR 41.6 million.
On 30 June 2021, GTC Matrix d.o.o., a wholly-owned subsidiary of the Company, repaid
the full outstanding amount of the loan with Erste bank in the amount of EUR 23.5 million.
On 30 June 2021, Advance Business Center EAD, a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with UniCredit bank in the amount
of EUR 41.1 million.
On 30 June 2021, City Gate Bucharest S.R.L. and City Gate S.R.L., a wholly-owned
subsidiaries of the Company, repaid the full outstanding amount of the loan with Erste bank
in the amount of EUR 62 million.
On 30 June 2021, Venus Commercial Center S.R.L., a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with Alpha bank in the amount
of EUR 13.8 million.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
43
9. Events in the period (continued)
On 15 July 2021, Cascade Building S.R.L., a wholly-owned subsidiary of the Company,
repaid the full outstanding amount of the loan with Banca Transilvania S.A. in the total
amount of EUR 3.6 million.
On 31 August 2021, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, operating
Mall of Sofia, repaid the full outstanding amount of the loan with OTP Bank in the total
amount of EUR 53.4 million.
On 28 September 2021, Commercial Development d.o.o. Beograd, a wholly-owned
subsidiary of the Company, operating Ada Mall, repaid the entire outstanding amount of the
loan with Intesa Bank in the total amount of EUR 29.3 million.
10. Revenue from operations
Rental income includes variable rental revenue based on tenants’ turnover for the year
ended 31 December 2021 of Euro 4,976 (2020: Euro 2,657). The remaining revenue is
based on fixed contractual rental fees.
The Group has entered into various operational lease contracts on its property portfolio in
Poland, Romania, Croatia, Serbia, Bulgaria, and Hungary. The commercial property leases
typically include clauses to enable the periodic upward revision of the rental charge
according to European Consumer Price Index (CPI).
Future minimum rental revenue under operating leases from completed projects are, as
follows (in millions of Euro):
31 December 2021
31 December 2020
Within 1 year
111
121
Within 2 year
88
100
Within 3 year
64
74
Within 4 year
45
52
Within 5 year
33
33
Within 6 year
18
22
More than 6 years
18
37
Total
377
439
Most of the revenue from operations is earned predominantly on the basis of amounts
denominated in, directly linked to, or indexed by reference to the Euro.
Service charge revenue includes income from charging maintenance costs to tenants.
Service charge is billed on a monthly basis, based on the agreed rate from the contract.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
44
11. Selling expenses
Selling expenses comprise of the following:
Year ended
31 December 2021
Year ended
31 December 2020
Advertising and marketing
424
140
Payroll and related expenses
1,228
1,167
Total
1,652
1,307
12. Administration expenses
Administration expenses comprise of the following:
Year ended
31 December 2021
Year ended
31 December 2020
Remuneration and fees
9,002
8,396
Audit and valuations
755
852
Legal, tax, IT and other advisory
1,306
905
Office and insurance expenses
1,167
669
Travel expenses
242
285
Supervisory board remuneration fees
187
137
Depreciation
653
654
Investors relations and other expenses
401
283
Total before share based payment
13,713
12,181
Share based payment
432
(469)
Total
14,145
11,712
13. Finance income and finance expense
Finance income comprises of the following:
Year ended
31 December 2021
Year ended
31 December 2020
Interest on deposits and other
28
55
Interest on loan granted to non-controlling
interest
276
276
Total
304
331
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
45
13. Finance income and finance expense (continued)
Finance expense comprises of the following:
Year ended
31 December 2021
Year ended
31 December 2020
Interest expenses (on financial liabilities that are
not fair valued through profit or loss) and other
charges
(31,841)
(31,321)
Finance costs related to lease liability
(1,938)
(2,010)
Early prepayment costs
(5,102)
-
Amortization of loan raising costs
(4,400)
(1,913)
Total
(43,281)
(35,244)
The weighted average interest rate (including hedges) on the Group’s loans (excluding
loans related to assets held for sale) as of 31 December 2021 was 2.16% p.a. (2.3% p.a.
as of 31 December 2020).
14. Segmental analysis
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.
Segment Hungary includes Budapest and Debrecen, in the financial statements for 2020
only Budapest.
Operating segments are divided into geographical zones, which have common
characteristics and reflect the nature of management reporting structure:
a. Poland
b. Belgrade
c. Hungary
d. Bucharest
e. Zagreb
f. Sofia
g. Other (including Luxembourg)
Year ended
31 December 2021
Year ended
31 December 2020
Rental income from office sector
117,315
108,537
Rental income from retail sector
54,636
51,584
TOTAL
171,951
160,121
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
46
14. Segmental analysis (continued)
Segment analysis of rental income and costs for the year ended 31 December 2021 and
31 December 2020 is presented below:
Year ended
31 December 2021
Year ended
31 December 2020
Portfolio
Revenues
Costs
Gross
margin
Revenues
Costs
Gross
margin
Poland
63,818
(17,959)
45,859
65,227
(19,218)
46,009
Belgrade
33,555
(8,139)
25,416
33,806
(8,485)
25,321
Hungary
33,691
(7,762)
25,929
21,926
(4,900)
17,026
Bucharest
15,019
(3,100)
11,919
17,229
(2,969)
14,260
Zagreb
13,225
(4,209)
9,016
11,004
(3,684)
7,320
Sofia
12,643
(3,187)
9,456
10,929
(2,271)
8,658
Total
171,951
(44,356)
127,595
160,121
(41,527)
118,594
Segment analysis of assets and liabilities as of 31 December 2021 is presented below:
Real estate
Cash and
deposits
Other
Total
assets
Loans,
bonds and
leases
Deferred
tax
liability
Other
Total
liabilities
Poland
898,827
43,450
7,456
949,733
299,946
59,706
15,244
374,896
Belgrade (*)
381,875
18,702
3,861
404,438
146,093
3,000
9,156
158,249
Hungary
699,036
28,207
15,302
742,545
267,243
20,057
11,269
298,569
Bucharest
187,047
10,745
1,249
199,041
15,406
13,062
3,925
32,393
Zagreb
163,020
6,243
11,385
180,648
43,704
16,992
4,271
64,967
Sofia
190,516
4,477
1,589
196,582
31
8,528
3,147
11,706
Other
29,835
464
-
30,299
-
-
-
-
Non allocated
(**)
-
15,700
124,763
140,463
722,410
21,800
41,770
785,980
Total
2,550,156
127,988
165,605
2,843,749
1,494,833
143,145
88,782
1,726,760
(*) Includes assets held for sale and liabilities related to assets held for sale. For details please refer to note 32.
(**) In other assets are presented receivables from shareholders in the amount of EUR 123,425. Loans, bonds and leases
comprise mainly of bonds issued by GTC S.A., GTC Hungary and GTC Aurora Luxembourg S.A.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
47
14. Segmental analysis (continued)
Segment analysis of assets and liabilities as of 31 December 2020 is presented below:
Real
estate
Cash
and
deposits
Other
Total
assets
Loans,
bonds and
leases
Deferred
tax
liability
Other
Total
liabilities
Poland
906,313
44,939
3,872
955,124
532,127
59,536
14,005
605,668
Belgrade
370,123
13,316
3,711
387,150
211,497
10,373
8,628
230,498
Hungary
321,704
149,239
4,680
475,623
223,862
12,240
17,617
253,719
Bucharest
197,247
13,527
1,119
211,893
104,974
11,816
3,103
119,893
Zagreb
159,319
5,905
12,305
177,529
67,142
16,728
4,383
88,253
Sofia
179,109
11,609
1,087
191,805
93,212
8,337
6,850
108,399
Other
9,521
17
18
9,556
-
-
1,141
1,141
Non
allocated
-
71,857
220
72,077
78,370
14,200
6,468
99,038
Total
2,143,336
310,409
27,012
2,480,757
1,311,184
133,230
62,195
1,506,609
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
48
15. Taxation
The major components of tax expense are as follows:
Year ended
31 December 2021
Year ended
31 December 2020
Current corporate and capital gain tax
expense
5,656
8,811
Deferred tax expense / (income)
8,128
(13,806)
Total
13,784
(4,995)
The Group companies are subject to taxes in the following jurisdictions: Poland, Serbia,
Romania, Hungary, Bulgaria, Cyprus, Croatia and Luxembourg. The Group does not
constitute a tax group under local legislation. Therefore, every company in the Group
is a separate taxpayer.
The reconciliation between tax expense and accounting profit multiplied by the applicable
tax rates is presented below:
Year ended
31 December 2021
Year ended
31 December 2020
Accounting profit / (loss) before tax
56,520
(75,856)
Taxable expenses at the applicable tax rate
in each country of activity
7,756
(14,818)
Tax effect of expenses that are not deductible
in determining taxable profit
2,095
772
Commercial property tax
46
(416)
Tax effect of foreign currency differences
211
5,975
Withholding tax
584
604
Unrecognised deferred tax asset on losses in
current year
3,092
2,888
Tax expense / (income)
13,784
(4,995)
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(In thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
49
15. Taxation (continued)
The components of the deferred tax balance were calculated at a rate applicable when the Group expects to recover or settle the carrying amount
of the asset or liability. Net deferred tax assets comprise the following:
As of 1 January 2020
Credit / (charge) to
income statement
As of 31 December
2020
Credit / (charge) to
income statement
As of
31 December 2021
Financial instruments (*)
5,300
9,085
14,385
3,105
17,490
Tax loss carried forwards
10,197
(3,515)
6,682
(2,629)
4,053
Basis differences in non-current
assets
1,024
(59)
965
643
1,608
Accruals
789
257
1,046
535
1,581
Netting (**)
(17,310)
(5,152)
(22,462)
1,516
(20,946)
Net deferred tax assets
-
616
616
3,170
3,786
Net deferred tax liability comprises of the following:
As of 1 January
2020
Credit / (charge)
to income
statement
Credit /
(charge) to
equity
As of 31
December 2020
Credit / (charge)
to income
statement
Credit /
(charge) to
equity
Reclassified to
liabilities related
to assets held for
sale
As of
31 December 2021
Financial instruments (*)
(14,775)
(5,523)
812
(19,486)
(6,297)
1,383
3,000
(21,400)
Basis differences in non-current
assets
(149,748)
13,542
-
(136,206)
(3,485)
-
-
(139,691)
Other
(19)
19
-
-
-
-
-
-
Netting (**)
17,310
5,152
-
22,462
(1,516)
-
-
20,946
Net deferred tax liability
(147,232)
13,190
812
(133,230)
(11,298)
1,383
3,000
(140,145)
(*) Mostly unrealized interest and foreign exchange differences.
(**) Within a particular company, deferred tax assets are accounted separately from deferred tax liabilities as they are independent in their nature. However, as they represent a future settlement
between the same parties, they are netted off for the purpose of the presentation in financial statements.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(In thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
50
15.Taxation (continued)
The enacted tax rates in the various countries were as follows:
Tax rate
Year ended
31 December 2021
Year ended
31 December 2020
Poland
19%
19%
Hungary
9%
9%
Ukraine
18%
18%
Bulgaria
10%
10%
Serbia
15%
15%
Croatia
18%
18%
Romania
16%
16%
Cyprus
12.5%
12.5%
Luxembourg
24.94%
-
Future benefit for deferred tax assets has been reflected in these consolidated financial
statements only if it is probable that taxable profits will be available when timing differences
that gave rise to such deferred tax asset reverse.
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.
On 15 July 2016, amendments were made to the Polish Tax Ordinance to introduce the
provisions of the General Anti-Avoidance Rule (GAAR). GAAR are targeted to prevent
origination and use of factitious legal structures made to avoid payment of tax in Poland.
GAAR define tax evasion as an activity performed mainly with a view to realizing tax gains,
which is contrary, under given circumstances, to the subject and objective of the tax law. In
accordance with GAAR, an activity does not bring about tax gains if its modus operandi was
false. Any instances of (i) unreasonable division of an operation (ii) involvement of agents
despite lack of economic rationale for such involvement, (iii) mutually exclusive or mutually
compensating elements, as well as (iv) other activities similar to those referred to earlier
may be treated as a hint of artificial activities subject to GAAR. New regulations require
considerably greater judgment in assessing the tax effects of individual transactions.
The GAAR clause should be applied to the transactions performed after the clause effective
date and to the transactions which were performed prior to GAAR clause effective date, but
for which after the clause effective date tax gains were realized or continue to be realised.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
51
15.Taxation (continued)
The implementation of the above provisions will enable Polish tax authority to challenge
such arrangements realized by tax remitters as restructuring or reorganization.
Tax settlements may be subject to inspections by tax authorities. Accordingly, the amounts
shown in the financial statements may change at a later date as a result of the final decision
of the tax authorities.
Main tax changes to the Polish Corporate Income Tax effective from 1 January 2022
Withholding tax (WHT)
The package of changes introduced to the Polish tax law regulations starting from January
2022 has limited the original scope of the application of pay and refund mechanism
(settlement of WHT in relation to payments exceeding PLN 2 million (EUR 0,4 million) per
annum for each taxpayer). Under new rules, the conditional exemption from WHT or
application of the reduced tax rate stipulated in the applicable double tax treaty (DTT) is
restricted in terms of the passive payments (i.e. dividends, interest, license fees) in the
amount exceeding PLN 2 million per annum made with respect to foreign related entities. In
such cases the tax remitter is obliged to automatically collect the tax at a statutory domestic
rate (19% or 20%) regardless of the fulfilment of the conditions allowing the application of
the exemption or the reduced rate on the basis of the local law or DTT.
Group does not expect significant impact of above change on consolidated financial
statements.
Limitation of tax depreciation of commercial buildings
According to general tax regulations depreciation expenses on fixed assets (buildings
classified as investment property) can be tax deductible. However, from 1 January 2022 in
the case of real estate companies, tax-deductible depreciation expenses rates cannot be
greater than the current applied accounting depreciation expenses rates applied to the same
fixed assets in a given year.
Group is in the process of assessing the tax impact of above change on consolidated
financial statements.
The Group companies have tax losses carried forward as of 31 December 2021 available
in the amount of Euro 249 million (Euro 260 million as of 31 December 2020). The expiry
dates of these tax losses as of 31 December 2021 are as follows: within one year - Euro 35
million, between 2-5 years - Euro 133 million, afterwards Euro 81 million. As of 31
December 2021, the Group has not recognized deferred tax assets for tax losses carried
forward in amount of Euro 217 million (Euro 212 million as of 31 December 2020), as the
Group believes that these losses will not be utilized within claim period.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
52
16. Property, Plant, and Equipment
The movement in property, plant, and equipment for the year ended 31 December 2021 was
as follows:
Buildings and
related
improvements
Right of
use
Equipment
and
software
Vehicles
Total
Gross carrying amount
As of 1 January 2021
7,599
302
1,909
900
10,710
Additions
1,864
-
192
223
2,279
Reclassified to assets held for
sale
(819)
-
(31)
(9)
(859)
Disposals, impairments and other
decreases
(489)
(131)
(230)
(335)
(1,185)
As of 31 December 2021
8,155
171
1,840
779
10,945
Accumulated Depreciation
As of 1 January 2021
1,057
97
1,345
426
2,925
Charge for the period
295
93
162
103
653
Reclassified to assets held for
sale
(82)
-
(11)
(8)
(101)
Disposals, impairments and other
decreases
(37)
(61)
(134)
(134)
(366)
As of 31 December 2021
1,233
129
1,362
387
3,111
Net book value as of
31 December 2021
6,922
42
478
392
7,834
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
53
16. Property, Plant, and Equipment
The movement in property, plant, and equipment for the year ended 31 December 2020 was
as follows:
Buildings and
related
improvements
Right of
use
Equipment
and
software
Vehicles
Total
Gross carrying amount
As of 1 January 2020
7,551
286
1,801
934
10,572
Additions
48
-
133
67
248
Foreign exchange differences
-
16
11
16
43
Disposals, impairments and other
decreases
-
-
(36)
(117)
(153)
As of 31 December 2020
7,599
302
1,909
900
10,710
Accumulated Depreciation
As of 1 January 2020
786
37
1,208
382
2,413
Charge for the period
271
60
171
152
654
Foreign exchange differences
-
-
(7)
-
(7)
Disposals, impairments and other
decreases
-
-
(27)
(108)
(135)
As of 31 December 2020
1,057
97
1,345
426
2,925
Net book value as of
31 December 2020
6,542
205
564
474
7,785
17. Investment Property
Investment properties that are owned by the Group are office and commercial space,
including property under construction:
Investment property can be split up as follows:
31 December 2021
31 December 2020
Completed investment property
1,929,979
1,879,173
Investment property under construction
132,410
62,909
Investment property landbank at cost
139,843
140,367
Right of use of lands under perpetual
usufruct
38,428
42,679
Total
2,240,660
2,125,128
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
54
17. Investment Property (continued)
The movement in investment property for the periods ended 31 December 2021 and
31 December 2020 was as follows:
Right of
Use of land
Level 2
Level 3
at fair value
Level 3
at Cost
Total
Carrying amount as of
1 January 2020
44,485
1,346,097
741,172
115,276
2,247,030
Reclassification
-
(7,799)
-
7,799
-
Capitalised subsequent
expenditure
-
11,446
48,184
8,065
67,695
Purchase of completed
assets and land
-
5,600
-
16,502
22,102
Adjustment to fair value /
(impairment)
-
(84,904)
(52,844)
(3,165)
(140,913)
Amortization of right of use
of lands under perpetual
usufruct
(440)
-
-
-
(440)
Increase
96
-
-
-
96
Reclassified to assets held
for sale
-
-
-
(900)
(900)
Disposals
-
(62,649)
-
(500)
(63,149)
Foreign exchange
differences
(1,462)
(4,830)
-
(101)
(6,393)
Carrying amount as of
31 December 2020
42,679
1,202,961
736,512
142,976
2,125,128
Capitalised expenditure
-
16,091
44,070
20,471
80,632
Purchase of completed
assets and land
-
310,627
-
15,457
326,084
Adjustment to fair value /
(impairment)
-
(12,765)
3,399
(2,105)
(11,471)
Amortization of right of use
of lands under perpetual
usufruct
(416)
-
-
-
(416)
Reclassified to assets held
for sale (1)
(3,724)
-
(266,763)
(1,352)
(271,839)
Reclassified to residential
landbank (2)
-
-
-
(5,500)
(5,500)
Classified to assets for own
use, net
-
(1,252)
-
-
(1,252)
Disposal of land
-
-
-
(595)
(595)
Decrease
(745)
-
-
-
(745)
Foreign exchange
differences
634
-
-
-
634
Carrying amount as of
31 December 2021
38,428
1,515,662
517,218
169,352
2,240,660
(1) Mainly relates to sale of Serbian assets and sale of land in Croatia (note 32).
(2) Mainly relates to reclassification of part of the land which is expected to use for residential project in Romania.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
55
17. Investment Property (continued)
Reconciliation between capitalized subsequent expenditure and paid subsequent
expenditure is presented below:
Year ended
31 December
2021
Year ended
31 December
2020
Capitalized expenditure (including purchase of
completed assets and land)
406,716
89,797
Change in trade payables and provisions
56
11,713
Change in trade receivables
6,758
(1,762)
Loan on acquisition GTC Univerzum Projekt Kft.
(previously: Winmark Kft.)
(58,000)
-
Purchase of property, plant and equipment
191
248
Paid expenditures in line with cash flow statement
355,721
99,996
Fair value and impairment adjustment consists of the following:
Year ended
31 December 2021
Year ended
31 December 2020
Adjustment to fair value of completed
investment properties (*)
(17,305)
(144,126)
Adjustment to the fair value of investment
properties under construction
7,860
6,378
Reversal of impairment/(Impairment)
adjustment
(2,026)
(3,165)
Total adjustment to fair value /
(impairment) of investment property
(11,471)
(140,913)
Reversal of impairment/(Impairment) of assets
held for sale
(941)
(172)
Amortization of right of use of lands under
perpetual usufruct (including on residential
landbank)
(455)
(478)
Impairment of residential landbank
-
(1,158)
Total recognised in profit or loss
(12,867)
(142,721)
(*) During the financial year end 31 December 2020, the Covid-19 pandemic has triggered a wave of strong
negative effects on the markets that the Group operates. As a result of this, the valuations prepared by
independent appraisers over the completed investment properties has been negatively affected primarily driven
by the group retail assets. For further information on the COVID-19 pandemic impact over the business of the
Group please see note 38.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
56
17. Investment Property (continued)
Segment analysis of adjustment to fair value of completed investment properties is
presented below:
Year ended
31 December
2021
Year ended
31 December
2020
Poland
(16,637)
(77,153)
Belgrade
(444)
(42,818)
Hungary
5,470
12,610
Bucharest
(1,599)
(19,362)
Zagreb
92
(6,353)
Sofia
(4,187)
(11,050)
Total adjustment to fair value of completed assets
(17,305)
(144,126)
Assumptions used in the fair value valuations of completed assets as of 31 December 2021
are presented below:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV*
Fair Value
Hierarchy
Level
Average
Yield****
‘000 Euro
sqm
%
Euro/
sqm/m
Euro/
sqm/m
%
Poland retail
443,000
113
94%
20.8
20.7
2
6.0%
Poland office
373,639
196
87%
14.2
14.2
2
7.7%
Belgrade office**
-
-
-
-
-
-
-
Belgrade retail
90,700
35
96%
18.0
22.3
3
7.9%
Hungary office
505,437
192
97%
15.5
15.5
2
6.7%
Hungary retail
21,600
6
90%
17.4
18.4
2
5.6%
Bucharest office
171,985
67
66%
18.2
17.9
2
5.6%
Zagreb retail***
85,400
28
99%
21.3
21.7
3
8.2%
Zagreb office***
61,918
28
92%
14.6
14.7
3
7.3%
Sofia office***
95,800
44
84%
14.5
14.8
3
6.7%
Sofia retail***
80,500
23
96%
19.7
23.4
3
6.4%
Total
1,929,979
732
90%
16.5
16.9
6.7%
(*) 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)
(**) Reclassified to assets held for sale (please refer to note 32). There are no significant changes in valuation assumptions
used (please refer to note 5).
(***) As of 31 December 2021, office part of shopping malls in Croatia and Bulgaria was separated for presentation purpose.
(****) Average yield is calculated as in-place rent divided by fair value of asset.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
57
17. Investment Property (continued)
Assumptions used in the fair value valuations of completed assets as of 31 December 2020
are presented below:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV
Fair Value
Hierarchy
Level
Average
Yield****
‘000 Euro
sqm
%
Euro/
sqm/m
Euro/
sqm/m
%
Poland retail
443,000
113
93%
20.9
20.8
2
5.9%
Poland office
381,738
196
88%
14.6
14.3
2
7.8%
Belgrade office
264,781
122
93%
16.7
16.2
3
8.6%
Belgrade retail
90,700
35
97%
17.9
19.6
3
7.9%
Hungary office
206,138
97
95%
14.2
13.8
2
7.5%
Bucharest office
172,085
67
93%
20.5
17.7
2
8.3%
Zagreb retail
99,512
35
97%
20.2
20.6
3
8.2%
Zagreb office
44,719
21
76%
14.3
14.6
3
6.2%
Sofia office
75,800
34
79%
14.6
14.6
3
6.2%
Sofia retail
100,700
33
98%
18.8
20.8
3
7.0%
Total
1,879,173
753
91%
17.0
16.7
7.4%
(****) Average yield is calculated as in-place rent divided by fair value of asset. Method of calculation was changed comparing
to financial statements for 2020 year.
Information regarding investment properties under construction as of 31 December 2021
is presented below:
Book value
Estimated area (GLA)
‘000 Euro
thousand sqm
Budapest (Pillar)
102,900
29
Belgrade (GTC X)
19,951
17
Sofia (Sofia Tower 2)
9,559
8
Total
132,410
54
Information regarding investment properties under construction as of 31 December 2020
is presented below:
Book value
Estimated area (GLA)
‘000 Euro
thousand sqm
Budapest (Pillar)
60,300
29
Sofia (Sofia Tower 2)
2,609
8
Total
62,909
37
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
58
17. Investment Property (continued)
Information regarding book value of investment property landbank for construction
as of 31 December 2021 and 31 December 2020 is presented below:
31 December 2021
31 December 2020
Poland
39,007
37,961
Serbia
-
10,164
Hungary
62,496
49,895
Romania
7,200
15,500
Bulgaria
4,657
-
Croatia
13,614
14,638
Total
126,974
128,158
Information regarding book value of investment property landbank (long term pipeline with
no current plan for construction) as of 31 December 2021 and 31 December 2020 is
presented below:
31 December 2021
31 December 2020
Poland
9,519
8,859
Hungary
3,350
3,350
Total
12,869
12,209
GRAND TOTAL
139,843
140,367
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
59
18. Residential landbank
The movement in residential landbank for the year ended 31 December 2020 and
31 December 2021 was as follows:
Residential
landbank
Total
Carrying amount as of 1 January 2020
13,388
13,388
Amortization of right of use of lands under
perpetual usufruct
(36)
(36)
Disposal
(1,420)
(1,420)
Reclassified to assets held for sale
(680)
(680)
Impairment of residential landbank
(1,158)
(1,158)
Carrying amount as of 31 December 2020
10,094
10,094
Amortization of right of use of lands under
perpetual usufruct
(39)
(39)
Capitalized expenditure
300
300
Acquisition
13,300
13,300
Reclassified to assets held for sale
(2,153)
(2,153)
Reclassified from investment properties (note 17)
5,500
5,500
Carrying amount as of 31 December 2021
27,002
27,002
The carrying amount of residential landbank as of 31 December 2021 refers to non-core
land plots designated for residential development in Croatia, Hungary and Romania.
19. Derivatives
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 for a period of 2-5 years
The movement in derivatives for the years ended 31 December 2021 and 31 December
2020 was as follows:
31 December 2021
31 December 2020
Fair value as of the beginning of the year
(19,260)
(6,085)
Charged to other comprehensive income (*)
(20,356)
(7,748)
Charged to profit or loss (**)
(1,841)
(5,427)
Reclassified to liabilities related to assets
held for sale
859
-
Fair value as of the end of the year
(40,598)
(19,260)
(*) Increase is mainly attributable to the new cross-currency swap for bonds in HUF
(**) This loss mainly offset a foreign exchange gain on bonds denominated in PLN and HUF.
For more information regarding derivatives, see note 37.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
60
20. Trade payables and provisions
The balance of trade and other payables increased from Euro 27,299 to Euro 31,092 in the
year ended 31 December 2021.
The majority of the payables relate to development activity.
21. Blocked deposits
Blocked deposits include deposits related to loan agreements and other contractual
commitments and can be used only for certain operating activities as determined by
underlying agreements.
Blocked deposits related to contractual commitments include mostly tenants’ deposit
account, security account, capex accounts, and deposits in order to settle contractual
commitments related to the construction of this project.
22. Cash and cash equivalents
Cash balance consists of cash in banks and cash in hand. Cash at banks earns interest at
floating rates based on periodical bank deposit rates. Except for minor amounts, all cash is
deposited in banks.
All cash and cash equivalents are available for use by the Group.
For the purpose of the statement of cash flows, cash and cash equivalents comprise the
following at 31 December 2021 and 31 December 2020:
31 December
2021
31 December
2020
Cash at banks and on hand
87,468
271,996
Cash at banks related to assets held for sale
9,165
-
Cash and cash equivalents at the end of the period
96,633
271,996
23. Other expenses
Other expenses relate mainly to one-off expenses as well as unrecoverable VAT and
maintenance costs related to undeveloped land.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
61
24. Deposits from tenants
Deposits from tenants represent amounts deposited by tenants to guarantee their
performance of their obligations under tenancy agreements. Deposits from tenants that shall
be returned within a year are presented within current liabilities.
25. Long term payables
Long term payables consist long term commitments related to the purchase of office building
and development of infrastructure.
26. VAT and other tax receivable
VAT and other tax receivable represent VAT receivable on the purchase of assets and due
to development activity.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
62
27. Non-controlling interest
Summarized financial information of the material non-controlling interest as of 31 December
2021 is presented below:
Avenue Mall
Non-core projects
Total
Non-current assets
135,878
2,833
138,711
Current assets
4,155
380
4,535
Total assets
140,033
3,213
143,246
Equity
79,722
(22,483)
57,239
Non-current liabilities
59,204
24,612
83,816
Current liabilities
1,107
1,084
2,191
Total equity and liabilities
140,033
3,213
143,246
Revenue
10,182
-
10,182
Profit /(loss) for the year
4,374
(683)
3,691
NCI share in equity
23,917
(7,494)
16,423
Loan granted to NCI
(10,628)
-
(10,628)
Loan received from NCI
-
8,760
8,760
NCI share in profit / (loss)
1,312
(227)
1,085
Dividend distributed to non-controlling interest in amount of EUR 900 for 2021 was set-off
against loan granted to NCI. Remaining amount of EUR 300 was paid.
Summarized financial information of the material non-controlling interest as of 31 December
2020 is presented below:
Dividend paid to non-controlling interest was amounted to EUR 420.
Avenue Mall
Non-core projects
Total
Non-current assets
138,366
2,153
140,519
Current assets
3,338
721
4,059
Total assets
141,704
2,874
144,578
Equity
79,347
(21,799)
57,548
Non-current liabilities
58,869
24,670
83,539
Current liabilities
3,488
3
3,491
Total equity and liabilities
141,704
2,874
144,578
Revenue
9,280
-
9,280
Profit /(loss) for the year
(290)
(1,755)
(2,045)
NCI share in equity
23,804
(7,266)
16,538
Loan granted to NCI
(11,252)
-
(11,252)
Loan received from NCI
-
8,529
8,529
NCI share in profit / (loss)
(87)
(585)
(672)
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
63
28. Long-term loans and bonds
*Reclassified to liabilities related to assets held for sale.
31 December 2021
31 December 2020
Bonds mature in 2022-2023 (Poland) (PLGTC0000318)
48,166
48,117
Green bonds mature in 2027-2030 (HU0000360102)
107,389
108,614
Green bonds mature in 2028-2031 (HU0000360284)
54,056
-
Green bonds mature in 2026 (XS2356039268)
503,263
-
Bonds 0321 (PLGTC0000276)
-
20,737
Bonds 0422 (PLGTC0000292)
9,520
9,515
Loan from Santander (Globis Poznan)
16,323
16,951
Loan from Santander (Korona Business Park)
-
41,966
Loan from Santander (Pixel)
19,011
-
Loan from PKO BP (Pixel)
-
19,224
Loan from Santander (Globis Wroclaw)
20,675
21,368
Loan from Berlin Hyp (Corius)
9,500
10,036
Loan from Pekao (Sterlinga)
14,613
15,138
Loan from Pekao (Galeria Polnocna)
-
175,404
Loan from PKO BP (Artico)
13,338
13,848
Loan from Erste and Raiffeisen (Galeria Jurajska)
115,250
125,125
Loan from Berlin Hyp (UBP)
41,543
42,413
Loan from Santander (Francuska)
18,625
-
Loan from ING (Francuska)
-
18,929
Loan from OTP (Centre Point)
47,862
49,669
Loan from CIB (Metro)
-
13,277
Loan from UniCredit Bank (Pillar)
50,827
13,718
Loan from OTP (Duna)
37,116
38,518
Loan from Erste (HBK)
10,775
-
Loan from Erste (Váci Greens D)
24,438
-
Loan from OTP (Ericsson/evosoft Hungary)
80,000
-
Loan from Erste (V188)
16,225
-
Loan from Erste (GTC House)*
-
14,820
Loan from Erste (19 Avenue) *
-
21,510
Loan from OTP (BBC)*
-
20,985
Loan from Intesa Bank (Green Heart)*
-
55,907
Loan from Raiffeisen Bank (Forty one)*
-
36,295
Loan from Intesa Bank (Ada)
-
58,256
Loan from Erste (City Gate)
-
71,951
Loan from Banca Transilvania (Cascade)
-
3,797
Loan from Alpha Bank (Premium)
-
14,486
Loan from OTP (Mall of Sofia)
-
54,668
Loan from UniCredit (ABC I)
-
18,816
Loan from UniCredit (ABC II)
-
19,622
Loan from Erste (Matrix)
-
21,921
Loan from Zagrabecka Banka (Avenue Mall Zagreb)
42,500
44,000
Loans from NCI
8,760
8,529
Deferred issuance debt expenses
(10,324)
(6,838)
Total
1,299,451
1,261,292
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
64
28. Long-term loans and bonds (continued)
Long-term loans and bonds have been separated into the current portion and the long-term
portion as disclosed below:
*Reclassified to liabilities related to assets held for sale.
31 December 2021
31 December 2020
Current portion of long-term loans and bonds:
Bonds mature in 2022-2023 (Poland) (PLGTC0000318)
16,278
442
Green bonds mature in 2027-2030 (HU0000360102)
72
-
Green bonds mature in 2028-2031 (HU0000360284)
397
-
Green bonds mature in 2026 (XS2356039268)
5,918
-
Bonds 0321 (PLGTC0000276)
-
20,737
Bonds 0422 (PLGTC0000292)
9,520
75
Loan from Santander (Globis Poznan)
629
629
Loan from Santander (Korona Business Park)
-
1,395
Loan from Santander (Pixel)
690
-
Loan from PKO BP (Pixel)
-
19,224
Loan from Berlin Hyp (UBP)
870
870
Loan from Erste and Raiffeisen (Galeria Jurajska)
4,875
4,875
Loan from Santander (Globis Wroclaw)
693
693
Loan from Berlin Hyp (Corius)
-
10,036
Loan from Pekao (Sterlinga)
525
15,138
Loan from PKO BP (Artico)
510
510
Loan from Pekao (Galeria Polnocna)
-
5,000
Loan from Santander (Francuska)
676
-
Loan from ING (Francuska)
-
18,929
Loan from OTP (Centre Point)
1,807
1,807
Loan from OTP (Duna)
1,401
1,401
Loan from Erste (Váci Greens D)
750
-
Loan from CIB (Metro)
-
1,172
Loan from Erste (GTC House)*
-
624
Loan from Erste (19 Avenue)*
-
994
Loan from Intesa Bank (Green Heart)*
-
2,873
Loan from OTP (BBC)*
-
805
Loan from Raiffeisen Bank (Forty one)*
-
1,853
Loan from Intesa Bank (Ada)
-
3,473
Loan from OTP (Mall of Sofia)
-
2,457
Loan from UniCredit (ABC I)
-
816
Loan from UniCredit (ABC II)
-
801
Loan from Zagrabecka Banka (Avenue Mall Zagreb)
-
2,000
Loan from Erste (Matrix)
-
580
Loan from Alpha Bank (Premium)
-
1,025
Loan from Banca Transilvania (Cascade)
-
240
Loan from Erste (City Gate)
-
71,951
Deferred issuance debt expenses
(1,274)
-
Total
44,337
193,425
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
65
28. Long-term loans and bonds (continued)
*Reclassified to liabilities related to assets held for sale.
31 December 2021
31 December 2020
Long term portion of long-term loans and bonds:
Bonds mature in 2022-2023 (Poland) (PLGTC0000318)
31,888
47,675
Bonds 0422 (PLGTC0000292)
-
9,440
Green bonds mature in 2027-2030 (HU0000360102)
107,317
108,614
Green bonds mature in 2028-2031 (HU0000360284)
53,659
-
Green bonds mature in 2026 (XS2356039268)
497,345
-
Loan from Santander (Globis Poznan)
15,694
16,322
Loan from Santander (Korona Business Park)
-
40,571
Loan from Santander (Pixel)
18,321
-
Loan from Santander (Globis Wroclaw)
19,982
20,675
Loan from Berlin Hyp (Corius)
9,500
-
Loan from Pekao (Sterlinga)
14,088
-
Loan from Pekao (Galeria Polnocna)
-
170,404
Loan from PKO BP (Artico)
12,828
13,338
Loan from Erste and Raiffeisen (Galeria Jurajska)
110,375
120,250
Loan from Berlin Hyp (UBP)
40,673
41,543
Loan from Santander (Francuska)
17,949
-
Loan from OTP (Centre Point)
46,055
47,862
Loan from CIB (Metro)
-
12,105
Loan from OTP (Duna)
35,715
37,117
Loan from Erste (HBK)
10,775
-
Loan from Erste (Váci Greens D)
23,688
-
Loan from OTP (Ericsson/evosoft Hungary)
80,000
-
Loan from Erste (V188)
16,225
-
Loan from UniCredit Bank (Pillar)
50,827
13,718
Loan from Erste (GTC House)*
-
14,196
Loan from Erste (19 Avenue)*
-
20,516
Loan from Intesa Bank (Green Heart)*
-
53,034
Loan from Intesa Bank (Ada)
-
54,783
Loan from OTP (BBC)*
-
20,180
Loan from Raiffeisen Bank (Forty one)*
-
34,442
Loan from Banca Transilvania (Cascade)
-
3,557
Loan from Alpha Bank (Premium)
-
13,461
Loan from OTP (Mall of Sofia)
-
52,211
Loan from UniCredit (ABC I)
-
18,000
Loan from UniCredit (ABC II)
-
18,821
Loan from Zagrabecka Banka (Avenue Mall Zagreb)
42,500
42,000
Loan from Erste (Matrix)
-
21,341
Loans from NCI
8,760
8,529
Deferred issuance debt expenses
(9,050)
(6,838)
Total
1,255,114
1,067,867
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
66
28. Long-term loans and bonds (continued)
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 Loan-
to-Value and Debt Service Coverage ratios in the company that holds the project.
In addition, substantially, all investment properties and IPUC 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 (series maturing in 2022-2023) 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.
In its financing agreements with banks, the Company undertakes to comply with certain
financial covenants that are listed in those agreement. The main covenants are: maintaining
a Loan-to-Value and Debt Service Coverage ratios in the company that holds the project.
As at 31 December 2021, the Group continue to comply with the financial covenants set out
in their loan agreements and bonds’ terms and conditions.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
67
28. Long-term loans and bonds (continued)
The movement in long term loans and bonds for the years ended 31 December 2021
and 31 December 2020 was as follows:
31 December 2021
31 December 2020
Balance as of the beginning of the year
(excluding deferred debt expenses)
1,268,130
1,212,990
Drawdowns*
706,070
286,807
Repayments
(585,323)
(224,293)
Reclassified to liabilities related to assets
held for sale (note 32)
(142,369)
-
Loan on acquisition of GTC Univerzum
Projekt Kft. (previously Winmark Kft.)
58,000
-
Change in accrued interest
6,531
(73)
Foreign exchange differences
(1,264)
(7,301)
Balance as of end of the year
(excluding deferred debt expenses)
1,309,775
1,268,130
(*) Includes bonds issued by GTC Aurora Luxembourg S.A. in amount of EUR 497 million (for more detail please refer to
note 9).
29. Lease liability and Right of Use of land
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 December 2021 was as follows:
Country
Completed
investment
property
Investment
property
landbank at cost
Residential
landbank
Property,
plant and
equipment
Total
Poland
10,730
21,052
-
-
31,782
Romania
6,646
-
-
-
6,646
Serbia*
-
-
-
-
-
Croatia
-
-
1,102
-
1,102
Bulgaria
-
-
-
5
5
Hungary
-
-
-
37
37
Balance as of
31 December 2021
17,376
21,052
1,102
42
39,572
(*) Reclassified to assets held for sale.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
68
29. Lease liability and Right of Use of land (continued)
The balance of Right of Use as of 31 December 2020 was as follows:
Country
Completed
investment
property
Investment
property
landbank at
cost
Residential
landbank
Property, plant
and equipment
Total
Poland
10,722
22,021
-
-
32,743
Romania
6,211
-
-
-
6,211
Serbia
3,725
-
-
-
3,725
Croatia
-
-
1,140
-
1,140
Bulgaria
-
-
-
131
131
Hungary
-
-
-
74
74
Balance as of
31 December 2020
20,658
22,021
1,140
205
44,024
The balance of lease liability as of 31 December 2021 was as follows:
(*) Reclassified to liabilities related to assets held for sale.
Country
Completed
investment
property
Investment
property
landbank at
cost
Residential
landbank
Property,
plant and
equipment
Total
Discount
rate
Poland
10,730
20,339
-
-
31,069
4.2%
Romania
6,646
-
-
-
6,646
5.7%
Serbia (*)
-
-
-
-
-
7.6%
Croatia
-
-
1,204
-
1,204
4.4%
Bulgaria
-
-
-
30
30
4.5%
Hungary
-
-
-
16
16
3.9%
Balance as of
31 December 2021
17,376
20,339
1,204
46
38,965
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
69
29. Lease liability and Right of Use of land (continued)
The balance of lease liability as of 31 December 2020 was as follows:
Country
Completed
investment
property
Investment
property
landbank at
cost
Residential
landbank
Property,
plant and
equipment
Total
Discount
rate
Poland
10,722
21,003
-
-
31,725
4.2%
Romania
6,211
-
-
-
6,211
5.7%
Serbia
3,724
-
-
-
3,724
7.6%
Croatia
-
-
1,222
-
1,222
4.4%
Bulgaria
106
106
4.5%
Hungary
-
-
-
66
66
3.9%
Balance as of
31 December 2020
20,657
21,003
1,222
172
43,054
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 movement in Right of Use of land for the year ended 31 December 2021 and
31 December 2020 was as follows:
2021
2020
Balance as of 1 January
44,024
45,931
Recognition / (derecognition) of Right of Use asset for lands under
perpetual usufruct
(745)
96
Amortization of right of use
(531)
(556)
Reclassification to assets held for sale
(3,724)
-
Foreign exchange differences
548
(1,447)
Balance as of 31 December
39,572
44,024
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
70
29. Lease liability and Right of Use of land (continued)
The movement in lease liability for the year ended 31 December 2021 and 31 December
2020 was as follows:
2021
2020
Balance as of 1 January
43,054
46,430
Recognition / (derecognition) of lease
liability for lands under perpetual usufruct
(745)
96
Payments of leases
(516)
(162)
Change in provision
970
(1,350)
Change in accrued interest
(658)
1,336
Reclassification to liabilities related to
assets held for sale
(3,724)
-
Foreign exchange differences
584
(3,296)
Balance as of 31 December
38,965
43,054
The group pays an annual amount of EUR 2,120 (EUR 2,300 in 2020) as lease payment
(principal and interest) for lands under perpetual usufruct.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
71
30. Capital and Reserves
SHARE CAPITAL
As at 31 December 2021, the shares structure was as follows:
Number of Shares
Share series
Total value
Total value
in PLN
in Euro
139,286,210
A
13,928,621
3,153,995
1,152,240
B
115,224
20,253
235,440
B1
23,544
4,443
8,356,540
C
835,654
139,648
9,961,620
D
996,162
187,998
39,689,150
E
3,968,915
749,022
3,571,790
F
357,179
86,949
17,120,000
G
1,712,000
398,742
100,000,000
I
10,000,000
2,341,372
31,937,298
J
3,193,729
766,525
108,906,190
K
10,890,619
2,561,293
10,087,026
L
1,008,703
240,855
13,233,492
M
1,323,349
309,049
2,018,126
N
201,813
47,329
485,555,122
48,555,512
11,007,473
All shares are entitled to the same rights.
Shareholders who as at 31 December 2021, held above 5% of the Company shares were
as follows:
GTC Dutch Holdings B.V
OFE PZU Zlota Jesien
OFE AVIVA Santander
CAPITAL RESERVE
Capital reserve represents a loss attributed to non-controlling partners of the Group, which
crystalized once the Group acquired the non-controlling interest in the subsidiaries of the
Group.
RETAINED EARNING
On 29 June 2021, the Company held an ordinary shareholders meeting. It was decided that
the loss for the year 2020 presented in the financial statements of Globe Trade Centre S.A.
prepared in accordance with the International Financial Reporting Standards in the amount
of PLN 325.6 million shall be covered from profits generated in previous years.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
72
30. Capital and Reserves (continued)
SHARE ISSUE
On 29 June 2021, the Annual General Meeting adopted a resolution regarding the capital
increase of up to 20% of the existing share capital. As per the Annual General Meeting
authorization, the Management launched the capital increase via the accelerated book
building in December 2021. The subscription agreements with the shareholders participating
in the offer of O series bearer shares were signed on 20-21 December 2021. As a result
the Company issued 88,700,000 series O bearer shares. The capital increase and new
Articles of Association were registered by the National Court Register on 4 January 2022
and the funds were transferred to the Company’s account. The O series bearer shares were
admitted to trading on the respective stock exchange on 26 January 2022.
As of December 31, 2021 the Group recognized receivables from shareholders in the
amount of EUR 123,425 and unregistered share capital increase in the amount of
EUR 120,295. Unregistered share capital increase represents value of share capital
increase at the moment of signing the subscription agreements, decreased by
corresponding share issue costs.
31. Provision for share based payments
PHANTOM SHARES
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 mentioned table) have been accounted for
based on future cash settlement.
Strike (PLN)
Blocked
Vested
Total
6.03
-
827,416
827,416
6.11
-
100,000
100,000
6.23
2,891,000
1,292,100
4,183,100
6.31
-
250,000
250,000
Total
2,891,000
2,469,516
5,360,516
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
73
31. Provision for share based payments (continued)
As at 31 December 2021 phantom shares issued were as follows:
Last year of exercise date
Number of phantom shares
2023
5,006,516
2025
354,000
Total
5,360,516
As at 31 December 2020 phantom shares issued were as follows:
Last year of exercise date
Number of phantom shares
2021
500,000
2022
220,000
2023
4,426,200
Total
5,146,200
The number of phantom shares were changed as follows:
Number of phantom shares as of 1 January 2021
5,146,200
Granted during the period
1,139,316
Expired
(875,000)
Exercised during the year
(50,000)
Number of phantom shares as of 31 December 2021
5,360,516
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
74
32. Assets held for sale and liabilities related to assets held for sale
The balance of assets held for sale increased significantly due to the planned disposal of
Serbian entities (for details please refer to note 9). It was also reclassification of residential
land in Romania in amount of EUR 2,153 (Advance for this land in amount of EUR 1,080
was received on 23 March 2021 and was reclassified as liabilities related to assets held for
sale as of 31 December 2021) and part of land in Croatia in amount of EUR 1,352 (advance
for this land in amount of EUR 130 was reclassified to liabilities related to assets held for
sale as of 31 December 2021).
The balance of assets held for sale (disposal group of Serbian entities) as of 31 December
2021 was as follows:
The balance of assets held for sale as of 31 December 2021 includes Serbian assets of
EUR 287,816, part of land plot in Croatia of EUR 1,352 and residential landbank in Romania
of EUR 2,833, including EUR 680, which were reclassified on 31 December 2020.
The balance of liabilities related to assets held for sale (disposal group of Serbian entities)
as of 31 December 2021 was as follows:
Sale of Serbian entities took place on 12 January 2022, for details please refer to note 9
Events in the period and note 39 Subsequent events.
Company
Real estate
Cash and
deposits
Other
assets
Total
Atlas Centar
106,924
5,407
549
112,880
Demo Invest
62,044
3,500
384
65,928
BBC
38,714
1,525
244
40,483
Business Park
37,860
2,358
105
40,323
GTC MRN
25,682
1,921
167
27,770
CRV
-
390
42
432
Balance as of
31 December 2021
271,224
15,101
1,491
287,816
Company
Lease
liability
Loans
Deferred tax
liability
Other
liabilities
Total
Atlas Centar
924
52,920
922
1,934
56,700
Demo Invest
1,126
34,296
623
1,366
37,411
BBC
714
20,125
67
426
21,332
Business Park
960
20,467
779
668
22,874
GTC MRN
-
14,144
609
346
15,099
CRV
-
-
-
205
205
Balance as of
31 December 2021
3,724
141,952
3,000
4,945
153,621
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
75
33. Prepayment and deferred expenses
The balance of prepayment and deferred expenses increased from EUR 3,604 to EUR
11,515 in the year ended 31 December 2021.
The majority of the increase relates to advances to the constructor for the development
activity in Pillar project.
34. Earnings per share
Basic earnings per share were calculated as follows:
Year ended
31 December 2021
Year ended
31 December 2020
Profit/(loss) for the period attributable to
equity holders (Euro)
41,651,000
(70,189,000)
Weighted average number of shares for
calculating basic earnings per share
487,742,245
485,555,122
Basic earnings per share (Euro)
0.09
(0.14)
There have been no potentially dilutive instruments as at 31 December 2021
and 31 December 2020.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
76
35. Related party transactions
Transactions with the related parties are arm’s length transactions.
The transactions and balances with related parties are presented below:
In 2021, Group acquired several assets for the total consideration of EUR 173.5 million from
a company related to the majority shareholder of the Company. For further details please
refer to note 9 Events in the period.
Year ended
31 December 2021
Year ended
31 December 2020
Transactions
Rental revenue*
1,869
-
Service charge revenue*
418
-
Balances
Accounts receivables*
795
-
Receivables from shareholders
123,425
-
Accrued income*
1,250
-
Long term payable**
1,027
-
Trade payables and provisions**
959
-
(*) Rental revenue and Service charge revenue in relation to rental guarantees provided by sellers, an entities
related to the majority shareholder.
(**) In relation to purchase price retention from the seller, an entity related to the majority shareholder.
Other related parties transactions
Year ended
31 December 2021
Year ended
31 December 2020
Transactions
Financial arrangement fee
-
88
Management and Supervisory Board GTC S.A. remuneration for the year ended
31 December 2021 amounted to EUR 2 million and 260,000 phantom shares were vested.
Management and Supervisory Board GTC S.A. remuneration for the year ended
31 December 2020 amounted to EUR 2.2 million and 1,100,000 phantom shares were
vested.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
77
36. Commitments, contingent liabilities and guarantees
COMMITMENTS
As of 31 December 2021 (and as at 31 December 2020), the Group had commitments
contracted for in relation to future building construction without specified date, amounting to
Euro 29.7 million (Euro 40 million as at 31 December 2020). These commitments are
expected to be financed from available cash and current financing facilities, other external
financing or future instalments under already contracted sale agreements and yet to be
contracted sale agreements.
GUARANTEES
As of 31 December 2021 and 31 December 2020 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.
CROATIA
In relation to the Marlera Golf project in Croatia, part of the land is held on a lease basis
from the State. There is furthermore a Consortium agreement with the Ministry of Tourism
of Croatia (Ministry) which includes a deadline for the completion of a golf course that has
expired in 2014. If the deadline is not met, then the Ministry has the right to terminate the
Consortium agreement which might automatically trigger the termination of the Land
Acquisition Agreements, as well as collateral activation and damages claims. Prior to 2014,
the Company has taken active steps to achieve an extension of the period for completing
the project. In February 2014, the Company received a draft amendment from the Ministry
expressing its good faith and intentions to prolong the abovementioned timeline however,
the amendment was not formalized since then. Since formalization of the amendment is not
at the sole discretion of the Group, the Management has decided to revalue the freehold
asset in assuming no development of the golf course project. Furthermore, as a prudential
measure, the Management has also written off the related collateral in the amount of Euro
1 million provided to the Ministry as a guarantee for completing the golf course. As of
31 December 2021 the book value of the investment in Marlera Golf project was assessed
by an independent valuer at EUR 6.8 million.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
78
37. Financial instruments and risk management
The Group’s principal financial instruments comprise bank and shareholders’ loans, bonds,
hedging instruments, trade payables, and other long-term financial liabilities. The main
purpose of these financial instruments is to finance the Group’s operations. The Group has
various financial assets such as trade receivables, loans granted, derivatives, cash and
short-term deposits.
The main risks arising from the Group’s financial instruments are cash flow interest risk,
liquidity risk, foreign currency risk and credit risk.
INTEREST RATE RISK
The Group exposure to changes in interest rates that are not offset by hedge relates
primarily to the Group's long-term debt obligations and loans granted.
The Group’s policy is to obtain finance bearing variable interest rates. To manage the
interest rate risk in a cost-efficient manner, the Group enters into interest rate swaps, swap
currency or cap transactions.
The majority of the Group’s loans are nominated or swapped into Euro.
As at 31 December 2021, 94% of the Group’s borrowings are hedged (as at 31 December
2020 95%).
A 50bp increase in EURIBOR rate would lead to EUR 486 change in result before tax.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
79
37. Financial instruments and risk management (continued)
FOREIGN CURRENCY RISK
The Group enters into transactions in currencies other than the Group's functional currency.
Therefore, it hedges the currency risk by either matching the currency of the inflow, outflow
and cash and cash equivalent with that of the expenditures.
Exchange rates as of 31 December 2021 and 2020 were as following:
31 December 2021 31 December 2020
PLN/EUR 4.5994 4.6148
HUF/EUR 369.01 365.13
The table below presents the sensitivity of profit (loss) before tax due to changes in foreign
exchange rates:
2021
2020
PLN/Euro
PLN/Euro
Rate/Percentage
of change
5.0593
(+10%)
4.8294
(+5%)
4.3694
(-5%)
4.1395
(-10%)
5.0763
(+10%)
4.8455
(+5%)
4.3841
(-5%)
4.1533
(-10%)
Cash and blocked
deposits
(3,709)
(1,855)
1,855
3,709
(4,303)
(2,151)
2,151
4,303
Trade and other
receivables
(1,006)
(503)
503
1,006
(353)
(176)
176
353
Trade and other
payables
1,608
804
(804)
(1,608)
1,052
526
(526)
(1,052)
Land leases
3,107
1,553
(1,553)
(3,107)
3,172
1,586
(1,586)
(3,172)
The Group does not see any currency risk related to bonds denominated in PLN and HUF.
Exposure to other currencies and other positions in the statement of financial position is not
material.
CREDIT RISK
Credit risk is the risk that a party to a financial instrument will fail to discharge an obligation.
To manage this risk, the Group periodically assesses the financial viability of its customers.
The Group does not expect any counter parties to fail in meeting their obligations. The Group
has no significant concentration of credit risk with any single counterparty or Group
counterparties.
With respect to trade receivables and other receivables that are neither impaired nor past
due, there are no indications as of the reporting date that those will not meet their payment
obligations.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
80
37. Financial instruments and risk management (continued)
With respect to credit risk arising from the other financial assets of the Group, which
comprise cash and cash equivalents, and blocked deposits, the Group’s exposure to credit
risk equals the carrying amount of these instruments.
The maximum exposure to credit risk as of the reporting date is the full amount presented.
There are no material financial assets as of the reporting dates, which are overdue and not
impaired. There are no significant financial assets impaired.
LIQUIDITY RISK
As at 31 December 2021, the Group holds cash and cash equivalents (as defined in IFRS)
in the amount of approximately EUR 87 million. As described above, the Group attempts to
efficiently manage all its liabilities and is currently reviewing its funding plans related to: (i)
debt servicing of its existing assets portfolio; (ii) capex; and (iii) development of commercial
properties. Such funding will be sourced through available cash, operating income, sales of
assets and refinancing. The Management Board believes that based on its current
assumptions, the Group will be able to settle all its liabilities for at least the next twelve
months.
Repayments of long-term debt and interest are scheduled as follows (Euro million)
(the amounts are not discounted):
31 December
2021
31 December
2020
First year
127
(*)
218
Second year
148
211
Third year
99
204
Fourth year
144
272
Fifth year
821
155
Thereafter
236
292
Total
1,575
1,352
(*) Including EUR 54m liabilities related to assets held for sale
The above table does not contain payments relating to the market value of derivative
instruments. The Group hedges significant parts of the interest risk related to floating
interests rate with derivative instruments. Management plans to refinance some of the
repayment amounts.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
81
37. Financial instruments and risk management (continued)
All derivative instruments mature within 1-10 years from the balance sheet date.
Maturity dates of current financial liabilities as of 31 December 2021 were as following:
Total
Overdue
Up to a
month
1-3 months
3 months
1 year
Trade payables and
provisions
31,092
521
6,476
17,386
6,709
Current portion of long-
term borrowing
44,337
-
-
3,824
40,512
VAT and other taxes
payables
2,222
-
2,222
-
-
Deposits from tenants
1,932
-
161
483
1,288
Current portion of lease
liabilities
198
-
21
127
50
Income tax payable
1,000
-
156
-
844
Derivatives
2,681
-
-
654
2,027
Total
83,462
521
9,036
22,475
51,429
Maturity dates of current financial liabilities as of 31 December 2020 were as following:
Total
Overdue
Up to a
month
1-3 months
3 months
1 year
Trade payables and
provisions
27,299
-
6,289
5,905
15,105
Current portion of long-
term borrowing
193,425
-
19,284
49,874
124,267
VAT and other taxes
payables
1,551
-
1,551
-
-
Deposits from tenants
1,790
-
149
448
1,193
Current portion of lease
liabilities
163
-
-
41
122
Income tax payable
4,220
-
76
11
4,133
Derivatives
3,365
-
-
841
2,524
Total
231,813
-
27,349
57,120
147,344
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
82
37. Financial instruments and risk management (continued)
FAIR VALUE
As of 31 December 2021, 91% of all bank loans bears floating interest rate (100% as of 31
December 2020). However, as of 31 December 2021, 94% of these loans are hedged (95%
as of 31 December 2020). The fair value of the loans which is related to the floating
component of the interest equals to the market rate.
Fair value of all other financial assets/liabilities is close to the carrying value.
For the fair value of investment property, please refer to note 17.
FAIR VALUE HIERARCHY
As at 31 December 2021 and 2020, the Group held several hedge instruments carried at
fair value in the statement of financial position.
The Group uses the following hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities,
Level 2: other techniques for which all inputs which have a significant effect on the recorded
fair value are observable, either directly or indirectly,
Level 3: techniques that use inputs that have a significant effect on the recorded fair value
that are not based on observable market data.
Valuations of hedges are considered as level 2 fair value measurements. During the year
ended 31 December 2021 and 31 December 2020, there were no transfers among Level 1,
Level 2 and Level 3 fair value measurements.
PRICE RISK
The Group is exposed to fluctuations in the real estate markets in which it operates. These
can have an effect on the Group’s results (due to changes in the market rent rates and in
occupancy of the leased properties).
Further risks are described in the Management Report as of 31 December 2021.
CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to provide for operational and
value growth while prudently managing the capital and maintaining healthy capital ratios in
order to support its business and maximise shareholder value.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
83
37. Financial instruments and risk management (continued)
The Group manages its capital structure and adjusts it to dynamic economic conditions.
While observing the capital structure, the Group decides on leverage policy, loans raising
and repayments, investment or divestment of assets, dividend policy, and capital raise, if
needed.
No changes were made in the objectives, policies, or processes during the years ended
31 December 2021 and 31 December 2020.
The Group monitors its gearing ratio, which is Gross Project and Corporate Debt less Cash
& Deposits, (as defined in IFRS) divided by its real estate investment value. The Group’s
long-term strategy is to keep its loan-to-value ratio (“LTV”) at a level of 40 per cent., however
in case of acquisitions the Company may deviate temporarily. As of 31 December 2021,
LTV was temporary deviated. However, in January 2022 LTV improved significantly
(decrease below 50%) as a result of disposal of Serbian entities in Serbia and cash received
from share capital increase.
31 December 2021
31 December 2020
(1) Loans, net of cash and deposits (*)
1,315,395
949,192
(2) Investment properties (exc. land leases),
residential landbank, assets held for sale and
buildings for own use
2,506,778
2,099,300
LTV [(1)/(2)]
52.5%
45.2%
(*) Excluding loans from non-controlling interest and deferred issuance debt expense, but including loans related
to assets held for sale.
38. COVID-19
The COVID-19 pandemic has triggered a wave of substantial adverse effects on the global
economy. The lockdowns brought a large part of the world’s economic activity
to an unparalleled standstill: consumers stayed home, companies lost revenue,
and terminated employees which, consequently, led to a rise in unemployment. Rescue
packages by national governments and the EU, as well as supporting monetary policies
by the European Central Bank have been implemented to moderate the economic impact
of the pandemic. During 2020 and 2021, the economic disruptions caused by the Covid-19
virus and the increased market uncertainty combined with increased volatility in the financial
markets led to a decrease in rental revenues, a decrease in the Company assets’ values,
as well as impacted on the Company’s compliance with financial covenants.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
84
38. COVID-19 (continued)
CLOSING AND REOPENING OF THE GROUP’S SHOPPING CENTRES
Following the outbreak of the COVID-19 pandemic, the authorities in many of the markets
the Group operates in, imposed restrictions on the opening of its shopping centres. Except
for select “essential” retailers, or those able to offer curb side pickup or fulfil delivery orders
from the store. The tenants in the Group’s centres were unable to trade between three up
to five months during 2020 subject to each country’s restriction and around and average of
three months during 2021(only in the period between January and May 2021). Measures
taken by the government affected and may continue to affect our business, however the
potential future impact may be limited as more and more countries, including Poland, are
lifting most of the restrictions.
RENT DISCOUNTS AND COLLECTION
In several countries of our operations, governments adopted tenant support packages, such
as a rental payments holiday in Poland for the period of lockdown or rent support through
subsidizing part of any rental discounts. Upon the re-opening of its shopping centres,
the Group engaged tenants in discussions about collecting rent and service charges as well
as the terms of any support by the Group. The Group implemented multi-pronged measures
to support tenants and encourage consumer spending, such as reducing rent, allowing rent
payment in instalments, waiving late payment interest and service charges.
The Group has agreed to rental holidays or discounts in certain cases which together with
levied rental rate payment in Poland during the lockdown of shopping centres had a negative
impact of EUR 14,700 on the Group’s operating margin in the year ended 31 December
2020. The impact on gross margin for the year ended 31 December 2021 was significantly
lower and amounted to EUR 10,500.
The amendment to the Act on special solutions connected with prevention, counteraction
and combating of COVID-19 and other infectious diseases and caused by them crisis
situations (art. 15ze), which regulates the relations between tenants and landlords regarding
settlements for the period of lockdowns (introducing a new settlement between tenants and
landlords in which tenants will pay 20% of the rent in the lockdown period and 50% for the
three months following the lockdown) came into force in Poland on 23 July 2021. Based on
the Management’s assessment the impact of the new regulation on prior periods will be
immaterial. The new law provides a roadmap for any future lockdowns and as a result could
significantly impact the Groups revenue derived from shopping malls located in Poland in
case of any potential lockdowns are implemented. However, as the date of this financial
statement the risk of potential lockdowns in Poland is limited as country is lifting most of its
Covid-19 related restrictions.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
85
38. COVID-19 (continued)
VALUATION OF INVESTMENT PROPERTIES
The increased uncertainty and increased volatility in the financial markets had negatively
affected the investment properties of the Group during 2020 and might have an effect in the
future asset valuations, as well as impact on the Company’s compliance with financial
covenants.
Notwithstanding the above, as at 31 December 2021, the Company received valuations
from its external appraisers and there are no significant differences in the value or properties
as compared to values as at 31 December 2020.
There is no significant uncertainty regarding the fair value of investment properties.
While the exact effect of the coronavirus is unknown and unknowable, it is clear that it may
pose substantial risks of reduction of income, increasing yields, increasing collection costs,
and FX volatility.
LIQUIDITY POSITION
During the COVID-19 pandemic, the Group took immediate steps to preserve its strong
liquidity position in light of the uncertain impact of the pandemic. These steps included cost
and CAPEX measures, as well as the decision to retain profit for the year ended
31 December 2019 in the Company as well as recommendation to suspend dividend for the
year ended 31 December 2020. As of 31 December 2021, the Group holds cash in the
amount of EUR 87,468. The Group runs stress tests, which indicated that the going concern
assumption remains valid for at least 12 months from the financial statement publication
date.
The Group is continuously assessing the situation and undertakes mitigating steps to reduce
the impact that may be caused by the adverse market situation.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
86
39. Subsequent events
On 4 January 2022, National Court Register registered the amendment to the Company’s
articles of association regarding the increase of the Company’s share capital through
the issuance of ordinary series O bearer shares.
On 10 January 2022, the Company received notifications from GTC Holding Zrt and GTC
Dutch Holdings B.V regarding a change in the total number of votes in the Company
resulting from issue of 88,700,000 ordinary O series shares and registration of the increase
in the Company’s share capital. Before the abovementioned change, GTC Holding Zrt jointly
held 320,466,380 shares in the Company, entitling to 320,466,380 votes in the Company,
representing 66% of the share capital of the Company and carried the right to 66% of the
total number of votes in the Company. After the abovementioned change, GTC Holding Zrt
jointly holds 359,528,880 shares in the Company, entitling to 359,528,880 votes in the
Company, representing 62.61% of the share capital of the Company and carrying the right
to 62.61% of the total number of votes in the Company.
On 21 January 2022, the management board of the Warsaw Stock Exchange (WSE)
adopted resolution regarding the admission and introduction to stock exchange trading on
the main market of the WSE of 88,700,000 ordinary bearer series O shares in the Company
with a nominal value of PLN 0.10 each, according to which the management board of the
WSE stated that the series O shares are admitted to trading on the main market and
resolved to introduce them to stock exchange trading on 26 January 2022.
On 12 January 2022, GTC Group finalized sale of the entire share capital of Serbian
subsidiaries: Atlas Centar d.o.o. Beograd (“Atlas Centar”), Demo Invest d.o.o. Novi Beograd
(“Demo Invest”), GTC BBC d.o.o. (“BBC”), GTC Business Park d.o.o. Beograd (“Business
Park”), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd (“GTC MRN”) and
Commercial and Residential Ventures d.o.o. Beograd (“CRV”), following the satisfaction of
customary conditions precedent.
On 13 January 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the
Company, acquired 100% holding of G-Zeta DBRNT Kft. from a company related to the
majority shareholder of the Company, which owns an existing office building on the Danube
riverbank with GLA of 2,540 sqm for a consideration of EUR 7.7 million.
On 14 January 2022, GTC entered into a mutual employment contract termination
agreement with Mr. Yovav Carmi, former President of the Management Board.
Subsequently, Mr Carmi resigned from his seat on the Management Board of the Company
and other subsidiaries.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
87
39. Subsequent events (continued)
On 28 January 2022, Mr. Gyula Nagy resigned from his seat on the Management Board
of the Company.
On 4 February 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the
Company, acquired 100% holding of G-Epsilon PSZTSZR Kft. from a company related to
the majority shareholder of the Company, which owns a land plot of 25,330 sqm in Budapest
with existing six old buildings for a consideration of EUR 9.9 million. The Group plans
to refurbish the existing buildings and provide a 14,000 sqm new green certified Class A
office campus.
On 11 February 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the
Company, acquired from Groton Global Corp Napred company in Belgrade holding a land
plot of 19,537 sqm for a consideration of EUR 33.8 million (see details in note 9).
On 19 February 2022, the Company received notification from GTC Dutch Holdings B.V.
with its registered office in Amsterdam, the Netherlands (the “Seller”) and Icona
Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central
European Investments with its registered office in Luxembourg, Grand Duchy of
Luxembourg (the “Buyer”) that the Seller and the Buyer entered into a preliminary share
purchase agreement relating to the acquisition by the Buyer from the Seller of 15.7% of the
shares in the Company. However, pursuant to the notification, the Buyer and the Seller
agreed that the shareholders’ agreement will constitute an acting in concert agreement
within the meaning of Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the
Act of 29 July 2005 on Public Offerings and the Conditions for the Introduction of Financial
Instruments to the Organised Trading System and Public Companies (the “Act on Public
Offering”) on joint policy towards the Company and exercising of voting rights on selected
matters in an agreed manner. Also, pursuant to the assignment agreement, the Buyer will,
among others, transfer to the Seller its voting rights attached to the Shares and grant the
power of attorney to exercise voting rights attached to the shares. The assignment
agreement expires in case either call or put option under the call and put option agreement
is exercised and/or in case of a material default under the transaction documentation.
On 1 March 2022, the Company received notification that the transaction was completed,
and the Buyer acquired 15.7% of the shares in the Company.
As a result of execution of the transaction, Icona Securitization Opportunities Group S.à r.l.
holds 90,176,000 ordinary bearer shares in the Company which constitute 15.7% of total
votes at GTC's general meeting, with reservations that (i) all the voting rights were
transferred to the Seller and that (ii) Buyer granted the Power of Attorney to Buyer’s Voting
Rights to the Seller.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
88
39. Subsequent events (continued)
As a result of execution of the Transaction GTC Holding Zrt holds jointly 269,352,880 shares
of the Company, entitling to 269,352,880 votes in the Company, representing 46.9% of the
share capital of the Company and carrying the right to 46.9% of the total number of votes
in the Company, including:
directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes
in the Company, representing 3.8% of the share capital of the Company and carrying
the right to 3.8% of the total number of votes in the Company; and
indirectly (i.e. through GTC Dutch Holdings B.V.) holds 247,461,591 shares of the
Company, entitling to 247,461,591 votes in the Company, representing 43.1% of the
share capital of the Company and carrying the right to 43.1% of the total number
of votes in the Company.
In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch Holdings B.V., the
Buyer’s Voting Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling
to 15.7% of the total number of votes in the Company.
Since 1 March 2022, GTC Holding Zrt, GTC Dutch Holdings B.V. and Icona Securitization
Opportunities Group S.à r.l. 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 17 March 2022, the supervisory board of the Company appointed Zoltán Fekete as the
President of the Management Board of the Company, effective immediately.
Impact of the situation in Ukraine on GTC Group
On 24 February 2022, Russian forces entered Ukraine and military conflict ensued. At the
time this financial statements were prepared the extent of the conflict and its longer-term
impact are unknown. The conflict caused immediate volatility in global stock markets and
uncertainties are anticipated in relation to the cost and availability of energy and natural
resources, particularly within Europe. Significant economic sanctions have been imposed
against Russia by the European Union. The direct impact on the real estate markets where
the Company operates is yet unknown. At this stage, there is no evidence that transaction
activity within the Markets that the Company operates and the sentiment of buyers or sellers
has changed.
Globe Trade Centre S.A.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
(in thousands of Euro)
The accompanying notes are an integral part of this Consolidated Financial Statements
89
40. Approval of the financial statements
The financial statements were authorised for issue by the Management Board on 5 April
2022.