DEVELIA S.A. GROUP
CONSOLIDATED QUARTERLY REPORT
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD OF 9 MONTHS, ENDED 30 September 2020
drawn up in accordance with the International Financial Reporting Standards
CONTAINING THE QUARTERLY FINANCIAL INFORMATION OF DEVELIA S.A.
(unaudited financial data)
Wrocław, 16 November 2020
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
2
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect ................................... |
3.9 Information about Write-Downs Resulting from Impairment Loss of Financial Assets, Property, Plant and Equipment, Intangible Assets or
3
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
1. SELECTED FINANCIAL DATA
Data concerning interim condensed consolidated financial statements of Develia S.A. Group
PLN'000 | EUR'000 |
30 September 2020 31 December 2019 | 30 September 2020 31 December 2019 |
- Non-currentassets
- Current assets
-
Non-currentassets classified as held for sale
IV. Total assets
- Equity
VI. | Equity attributable to shareholders of the parent |
VII. | Minority interest |
VIII. | Non-current liabilities |
IX. | Current liabilities |
- Liabilities arising from non-current assets classified as held for sale
XI. | Book value of equity attributable to shareholders of the parent, |
per share (PLN/EUR) | |
1,268,067 | 1,234,709 | 280,124 | 289,940 |
1,735,688 | 1,562,934 | 383,425 | 367,015 |
- | 446,282 | - | 104,798 |
3,003,755 | 3,243,925 | 663,549 | 761,753 |
1,479,567 | 1,492,111 | 326,846 | 350,384 |
1,479,567 | 1,492,111 | 326,846 | 350,384 |
- | - | - | - |
659,513 | 1,028,223 | 145,691 | 241,452 |
864,675 | 706,818 | 191,012 | 165,978 |
- | 16,773 | - | 3,939 |
3.31 | 3.33 | 0.73 | 0.78 |
Period of 9 | Period of 9 | Period of 9 | Period of 9 | ||
months ended | months ended | months ended | months ended | ||
30 September | 30 September | 30 September | 30 September | ||
2020 | 2019 | 2020 | 2019 | ||
XII. | Sales revenue | 318,461 | 714,182 | 71,693 | 165,757 |
XIII. | Gross profit on sales | 116,194 | 274,869 | 26,158 | 63,795 |
XIV. | Net profit | 23,037 | 158,566 | 5,186 | 36,802 |
XV. | Net profit attributable to shareholders of the parent | 23,037 | 158,566 | 5,186 | 36,802 |
XVI. | Net profit attributable to minority interest | - | - | - | - |
XVII. | Basic profit per share (in PLN/EUR) attributable to equity | 0.05 | 0.35 | 0.01 | 0.08 |
holders of the parent | |||||
Data concerning interim condensed financial statements of Develia S.A.
PLN'000 | EUR'000 | ||||
30 September 2020 | 31 December 2019 | 30 September | 31 December 2019 | ||
2020 | |||||
XVIII. | Total assets | 2,009,682 | 1,728,538 | 443,952 | 405,903 |
XIX. | Equity | 1,131,070 | 948,279 | 249,861 | 222,679 |
Period of 9 | Period of 9 | Period of 9 | Period of 9 | ||
months ended | months ended | months ended | months ended | ||
30 September | 30 September | 30 September | 30 September | ||
2020 | 2019 | 2020 | 2019 | ||
XX. | Net profit(loss) | 227,547 | 145,025 | 51,226 | 33,659 |
Selected financial data was converted to EUR acc. to the following principles:
- financial data concerning selected items of assets and liabilities was calculated using the average EUR/PLN exchange rate quoted by the National Bank of Poland and effective as at the balance-sheet date. As at 30 September 2020, it stood at EUR/PLN 4.5268, and at the balance-sheet date of 31 December 2019 at EUR/PLN 4.2585.
- financial data concerning selected items of the statement of comprehensive income for the three quarters of 2020 and the three quarters of 2019 was calculated using the EUR/PLN rate which is an arithmetic mean of average exchange rates quoted by the National Bank of Poland and effective on the last day of each month in the accounting period, i.e. EUR/PLN 4.4420 and EUR/PLN 4.3086 respectively.
4
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
2. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE DEVELIA S.A. GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note | 30 September 2020 | 31 December 2019 | ||
Assets | ||||
A. | Non-current assets | 1,268,067 | 1,234,709 | |
1. | Intangible assets | 376 | 334 | |
2. | Property, plant and equipment | 2.16 | 5,614 | 5,897 |
3. | Non-current receivables | 8,969 | 8,699 | |
4. | Land classified as fixed assets | 2.12 | 86,866 | 86,603 |
5. | Investment property | 2.11 | 1,126,774 | 1,096,679 |
6. | Non-current prepayments and accrued income | 601 | 1,089 | |
7. | Deferred tax assets | 2.15 | 38,867 | 35,408 |
B. | Current assets | 1,735,688 | 1,562,934 | |
1. | Inventory | 2.12 | 1,256,178 | 1,062,028 |
2. | Trade and other receivables | 2.13 | 29,335 | 123,356 |
3. | Income tax receivables | 5,271 | 8,296 | |
4. | Current financial assets | 60,203 | 25,815 | |
5. | Cash and Cash Equivalents | 380,484 | 340,890 | |
6. | Current prepayments and accrued income | 4,217 | 2,549 | |
C. | Non-current assets classified as held for sale | 2.11 | - | 446,282 |
Total assets | 3,003,755 | 3,243,925 | ||
Equity and liabilities | ||||
A. | Equity | 1,479,567 | 1,492,111 | |
I. | Equity attributable to shareholders of the parent | 1,479,567 | 1,492,111 | |
1. | Share capital | 447,558 | 447,558 | |
2. | Other capital | 1,008,972 | 927,171 | |
3. | Net profit/(loss) | 23,037 | 117,382 | |
II. | Minority interest | - | - | |
B. | Non-current liabilities | 659,513 | 1,028,223 | |
1. | Non-current liabilities on account of loans and bonds | 2.26 | 577,368 | 898,717 |
2. | Non-current lease liabilities | 18,979 | 18,769 | |
3. | Provisions | 2.14 | 3,116 | 5,319 |
4. | Deferred tax liability | 2.15 | 60,050 | 105,418 |
C. | Current liabilities | 864,675 | 706,818 | |
1. | Current liabilities on account of loans and bonds | 2.26 | 148,531 | 128,727 |
2. | Current lease liabilities | 42,813 | 41,512 | |
3. | Current trade and other payables | 156,534 | 127,117 | |
4. | Income tax payables | 48,894 | 39,319 | |
5. | Provisions | 2.14 | 9,466 | 8,831 |
6. | Accruals and deferred income | 458,437 | 361,312 | |
D. | Liabilities arising from non-current assets classified as held for sale | - | 16,773 | |
Total equity and liabilities | 3,003,755 | 3,243,925 | ||
5
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
30 September 2020 | 31 December 2019 | |
Book value of equity (PLN'000) | 1,479,567 | 1,492,111 |
Book value of equity attributable to shareholders of the parent, per share (in PLN'000) | 1,479,567 | 1,492,111 |
Number of registered shares (pcs) | 447,558,311 | 447,558,311 |
Book value of equity attributable to shareholders of the parent, per share (PLN) | 3.31 | 3.33 |
6
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Q3 2020 | 3 Quarters of | Q3 2019 | 3 Quarters of | |
2020 | 2019 | |||
period | period | |||
cumulatively | cumulatively | |||
from 01/07/2020 | from 01/07/2019 | |||
from 01/01/2020 | from 01/01/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
Operating activity | ||||
Sales revenue | 98,382 | 318,461 | 82,449 | 714,182 |
Revenue from sales of services | 21,643 | 65,876 | 31,816 | 108,733 |
Revenue from sales of goods and products | 76,739 | 252,585 | 50,633 | 605,449 |
Cost of sales | (73,753) | (202,267) | (45,955) | (439,313) |
Pre-tax profit/(loss) on sales | 24,629 | 116,194 | 36,494 | 274,869 |
Gain/(loss) on disposal of non-financial fixed assets | (6) | 25 | 190 | 205 |
Profit /(loss) on investment property | 10,194 | (4,932) | 35,439 | (9,179) |
Write-downs of Inventories | - | - | - | (363) |
Selling and distribution cost | (3,172) | (10,040) | (3,013) | (11,859) |
General administrative expenses | (4,826) | (18,991) | (7,348) | (23,916) |
Other operating income | 1,421 | 3,744 | 371 | 2,099 |
Other operating expenses | (1,850) | (2,820) | (1,723) | (3,694) |
Operating profit/(loss) | 26,390 | 83,180 | 60,410 | 228,162 |
Financial income | 143 | 2,139 | 1,609 | 4,016 |
Financial expenses | (9,381) | (52,808) | (21,099) | (33,115) |
Pre-tax profit/(loss) | 17,152 | 32,511 | 40,920 | 199,063 |
Income tax (tax expense) | (2,932) | (9,474) | (7,781) | (40,497) |
Net profit/(loss) | 14,220 | 23,037 | 33,139 | 158,566 |
Other comprehensive income subject to reclassification to profit(loss) in subsequent reporting periods
Cash flow hedges
Income tax relating to other components of comprehensive income
(25) | 11,327 | (942) | (8,436) |
5 | (2,152) | 507 | 1,759 |
Other comprehensive income (net) | (20) | 9,175 | (435) | (6,677) |
Total comprehensive income | 14,200 | 32,212 | 32,704 | 151,889 |
7
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
Q3 2020 | 3 Quarters of | Q3 2019 | 3 Quarters of | |
2020 | 2019 | |||
period | period | |||
cumulatively | cumulatively | |||
from 01/07/2020 | from 01/07/2019 | |||
from 01/01/2020 | from 01/01/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
Net profit/(loss) attributable to: | ||||
Equity holders of the parent | 14,220 | 23,037 | 33,139 | 158,566 |
Minority interest | - | - | - | - |
14,220 | 23,037 | 33,139 | 158,566 | |
Comprehensive income attributable to: | ||||
Equity holders of the parent | 14,200 | 32,212 | 32,704 | 151,889 |
Minority interest | - | - | - | - |
14,200 | 32,212 | 32,704 | 151,889 | |
Net profit/(loss) per share attributable to equity holders of the parent (in PLN) - basic
Net profit/(loss) per share attributable to equity holders of the parent (in PLN) - diluted
0.03 | 0.05 | 0.07 | 0.35 |
0.03 | 0.05 | 0.07 | 0.35 |
8
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Other capital | Total capital | |||||||
Supplementary | ||||||||
Share capital | Net profit/(loss) | attributable to | Minority interest | Total equity | ||||
capital, reserve | ||||||||
Other funds | shareholders of | |||||||
funds and | ||||||||
the parent | ||||||||
retained earnings | ||||||||
As at 01 January 2020 | 447,558 | 932,703 | (5,532) | 117,382 | 1,492,111 | - | 1,492,111 | |
Net profit/(loss) for the period of 9 months ended 30 September 2020
Other comprehensive income for the period of 9 months ended 30 September 2020
- | - | - | 23,037 | 23,037 | - | 23,037 |
- | - | 9,175 | - | 9,175 | - | 9,175 |
Other comprehensive income for the period of 9 months | - | - | 9,175 | 23,037 | 32,212 | - | 32,212 |
ended 30 September 2020 | |||||||
Transfer of profit for the previous period to undistributed profit | - | 117,382 | - | (117,382) | - | - | - |
Allocated to the payment of dividend | - | (44,756) | - | - | (44,756) | - | (44,756) |
As at 30 September 2020 | 447,558 | 1,005,329 | 3,643 | 23,037 | 1,479,567 | - | 1,479,567 |
9
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
Other capital | Total capital | ||||||
Supplementary | |||||||
Share capital | Net profit/(loss) | attributable to | Minority interest | Total equity | |||
capital, reserve | |||||||
Other funds | shareholders of | ||||||
funds and | |||||||
the parent | |||||||
retained earnings | |||||||
As at 01 January 2019 | 447,558 | 893,164 | (3,303) | 160,380 | 1,497,799 | - | 1,497,799 |
Net profit/(loss) for 2019 | - | - | - | 117,382 | 117,382 | - | 117,382 |
Other comprehensive income for 2019 | - | - | (2,229) | - | (2,229) | - | (2,229) |
Total comprehensive income for 2019 | - | - | (2,229) | 117,382 | 115,153 | - | 115,153 |
Transfer of profit for the previous period to undistributed profit | - | 160,380 | - | (160,380) | - | - | - |
Payment of dividend | - | (120,841) | - | - | (120,841) | - | (120,841) |
As at 31 December 2019 | 447,558 | 932,703 | (5,532) | 117,382 | 1,492,111 | - | 1,492,111 |
Other capital | Total capital | ||||||
Supplementary | |||||||
Share capital | Net profit/(loss) | attributable to | Minority interest | Total equity | |||
capital, reserve | |||||||
Other funds | shareholders of | ||||||
funds and | |||||||
the parent | |||||||
retained earnings | |||||||
As at 01 January 2019 | 447,558 | 893,164 | (3,303) | 160,380 | 1,497,799 | - | 1,497,799 |
Net profit/(loss) for the period of 9 months ended 30 September 2019
Other comprehensive income for the period of 9 months ended 30 September 2019
- | - | - | 158,566 | 158,566 | - | 158,566 |
- | - | (6,677) | - | (6,677) | - | (6,677) |
Other comprehensive income for the period of 9 months | - | - | (6,677) | 158,566 | 151,889 | - | 151,889 | ||
ended 30 September 2019 | |||||||||
Transfer of profit for the previous period to undistributed profit | - | 160,380 | - | (160,380) | - | - | - | ||
Allocated to the payment of dividend | - | (120,841) | - | - | (120,841) | - | (120,841) | ||
As at 30 September 2019 | 447,558 | 932,703 | (9,980) | 158,566 | 1,528,847 | - | 1,528,847 | ||
10
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
Period of 9 months | Period of 9 months | |||
Note | ended | ended | ||
30 September 2020 | 30 September 2019 | |||
A. | Cash flows from operating activities | |||
I. | Pre-tax profit/(loss) | 32,511 | 199,063 | |
II. | Total adjustments | (22,941) | (151,394) | |
1. | Depreciation and amortisation | 1,495 | 1,073 | |
2. | Foreign exchange gains/(losses) | 20,331 | 3,481 | |
3. | Interest and profit sharing (dividends) | 26,178 | 33,284 | |
4. | Profit (loss) on investing activities | - | (19,342) | |
5. | Profit(loss) on investment property | (1,437) | 6,063 | |
6. | Change in provisions | (6,001) | 7,359 | |
7. | Change in inventories | (193,442) | 85,805 | |
8. | Change in receivables | 93,751 | (4,959) | |
9. | Change in current liabilities except for loans and bonds | 31.1 | (13,753) | (19,523) |
10. | Change in accruals and deferrals | 95,945 | (256,321) | |
11. | Income tax paid | (47,853) | (40,741) | |
12. | Other adjustments | 31.2 | 1,845 | 52,427 |
III. | Net cash flow from operating activities (l+ll) | 9,570 | 47,669 | |
B. | Cash flows from investing activities | |||
I. | Cash inflows | 436,071 | 482,892 | |
1. | Sale of intangible assets and property, plant and equipment | - | 370 | |
2. | Disposal of investment in property | 436,071 | 482,522 | |
II. | Outflows | (67,433) | (78,416) | |
1. | Acquisition of intangible assets and property, plant and equipment | (477) | (1,069) | |
2. | Investment in property | (31,968) | (77,347) | |
3. | Cash used on financial assets | (34,988) | - | |
III. | Net cash flow from investing activities (l+ll) | 368,638 | 404,476 | |
C. | Cash flows from financing activities | |||
I. | Cash inflows | 5,189 | 140,327 | |
1. | Loans and borrowings | 26.4 | 5,189 | 80,327 |
2. | Issue of debt securities | 26.3 | - | 60,000 |
II. | Outflows | (343,803) | (437,849) | |
1. | Repayment of loans and borrowings | 26.4 | (199,246) | (234,846) |
2. | Redemption of debt securities | 26.3 | (118,000) | (50,000) |
3. | Payment of liabilities arising from finance lease agreements | (658) | (238) | |
4. | Interest | (25,899) | (31,924) | |
5. | Dividends paid to equity holders of the parent | - | (120,841) | |
III. | Net cash flows from financing activities (l+ll) | (338,614) | (297,522) | |
D. | Total net cash flows, (A.III+B.III+C.III) | 39,594 | 154,623 | |
E. | Change in cash flows in the Statement of Financial Position | 39,594 | 154,623 | |
F. | Cash and cash equivalents at the beginning of the period | 340,890 | 467,698 | |
G. | Cash and cash equivalents at the end of the period, including: | (F+D) | 380,484 | 622,321 |
- restricted cash | 20 | 20 |
11
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
OTHER INFORMATION AND NOTES
2.1 General information about the Develia S.A. Group
The Develia S.A. Group ("the Group", "the Develia Group") comprises Develia S.A. (formerly known as LC Corp S.A.) and its subsidiaries. The composition of the Group is presented in item 2.2.
Develia S.A. (the "Parent Undertaking", the "Company", "Issuer" formerly known as LC Corp S.A.) was established by the Notarial Deed dated 3 March 2006. The Company's registered office is situated in Wrocław, Poland, at ul. Powstańców Śląskich 2-4. The Parent Undertaking has been entered into the register of entrepreneurs of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, the 4th Commercial Division of the National Court Register, under KRS No. 0000253077.
The Company has been assigned statistical identification number REGON 020246398.
The Parent Undertaking and the Group's subsidiaries were established for an indefinite period. The Parent Undertaking's primary activity is:
- PKD 6420Z Activities of financial holding companies
- PKD 6820Z Rental and management of own or leased real estate
- PKD 4110Z Completion of construction projects related to putting up buildings
- PKD 6810Z Buying and selling of own real estate
- PKD 4120Z Construction works related to the completion of residential and non-residential buildings
There is no parent undertaking of Develia S.A. as at the date hereof nor was there any such entity throughout the period covered by these financial statements.
Interim Condensed Consolidated Financial Statements of the Develia Group cover the period of 9 months ended 30 September 2020. The detailed description of the component parts of the consolidated financial statements is included in item 2.6.
2.2 Composition of Group
As at 30 September 2020 and 31 December 2019, the Develia S.A. Group comprised the following subsidiaries of Develia S.A.:
Effective share of Develia S.A. | |||||
Company name | Registered | 30 September 2020 | 31 December 2019 | ||
office | Share in Capital | Share in Capital | |||
Arkady Wrocławskie S.A. | Wrocław | 100% | 100% | ||
Sky Tower S.A. | Wrocław | 100% | 100% | ||
Warszawa Przyokopowa Sp. z o.o. | Wrocław | 100% | 100% | ||
Kraków Zielony Złocień Sp. z o.o. | Wrocław | 100% (directly and indirectly) | 100% (directly and indirectly) | ||
LC Corp Invest I Sp. z o.o. | Wrocław | 100% (directly and indirectly) | 100% (directly and indirectly) | ||
LC Corp Invest II Sp. z o.o. | Wrocław | 100% | 100% | ||
LC Corp Invest III Sp. z o.o. | Wrocław | 100% | 100% | ||
LC Corp Invest VII Sp. z o.o. | Wrocław | 100% | 100% | ||
12
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
LC Corp Invest VIII Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest IX Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest X Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XI Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XII Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XV Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XVI Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XVII Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XIX Sp. z o.o. in liquidation | Wrocław | - | 100% |
LC Corp Invest XXI Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XXII Sp. z o.o. in liquidation | Wrocław | 100% | 100% |
LC Corp Invest XXIII Sp. z o.o. in liquidation | Wrocław | - | 100% |
LC Corp Invest XXIV Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Invest XV Sp. z o.o. Projekt 2 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 4 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 6 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 7 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 8 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 9 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 10 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XV Sp. z o.o. Projekt 11 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. | Wrocław | 100% (directly and indirectly) | 100% (directly and indirectly) |
LC Corp Invest XVII Sp. z o.o. Projekt 21 Sp. k. | Wrocław | 100% (indirectly) | 100% (indirectly) |
LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. | Wrocław | 100% (directly and indirectly) | 100% (directly and indirectly) |
LC Corp Invest XV Sp. z o.o. Investments S.K.A. | Wrocław | 100% (directly and indirectly) | 100% (directly and indirectly) |
Develia Invest Sp. z o.o. | Wrocław | 100% | 100% |
LC Corp Service S.A. | Wrocław | 100% (directly and indirectly) | 100% (directly and indirectly) |
As at 30 September 2020 and as at 31 December 2019, the share in the total vote held by the Parent Undertaking in its subsidiaries was equal to the share of the Parent Undertaking in the capitals of these entities.
2.3 Changes in Structure of Group
Acquisition and Sale of Subsidiaries
Apart from intra-Group transactions, no other transaction consisting in the acquisition or sale of business units was completed by the companies belonging to the Group in the period of 9 months ended 30 September 2020.
13
Develia S.A. Group
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
Newly Established Entities and Changes within Group:
The following changes occurred in the Group in the period of 9 months ended 30 September 2020:
- On 13 June 2019, a resolution on initiating the liquidation of LC Corp Invest XXIII Sp. z o.o. was carried, and on 29 March 2020, resolution on the completion of liquidation was adopted. Consequently, the company was removed from the National Court Register (KRS) on 13 May 2020.
- On 13 June 2019, a resolution on initiating the liquidation of LC Corp Invest XIX Sp. z o.o. was carried, and on 29 March 2020, resolution on the completion of liquidation was adopted. Consequently, the company was removed from the National Court Register (KRS) on 14 July 2020.
- On 11 May 2020, a resolution on initiating the liquidation of LC Corp Invest XXII Sp. z o.o. was carried.
- On 30 June 2020, LC Corp Service S.A. acquired from Kraków Zielony Złocień Sp. z o.o. all the rights and obligations of the limited partner in LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k.
-
On 31 August 2020, the Ordinary General Meeting of Develia S.A. adopted a resolution on the merger pursuant to Article 492(1)(1) of the Commercial Partnerships and Companies Code between Develia S.A. and LC Corp Invest
XXI Sp. z o.o., based in Wrocław ("the Acquired Company 1") and LC Corp Invest XXIV Sp. z o.o., based in Wrocław, ("the Acquired Company 2") through the transfer to the Acquiring Company - as the sole shareholder in the Acquired Company 1 and 2 - of the entire assets of both Acquired Companies (merger through take-over). Relevant resolutions were carried on the same day by the Acquired Company 1 and the Acquired Company 2. The merger was registered on 1 October 2020 by the District Court for Wrocław-Fabryczna in Wrocław, the 6th
Commercial Division of the National Court Register . - On 28 October 2020, the General Meeting of LC Corp Service S.A. and shareholders of LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k. passed resolutions on the merger pursuant to Article 492(1) of the Commercial Partnerships and Companies Code between LC Corp Service S.A., the acquiring company, and LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k., the acquired company, through the transfer of the entire assets of the acquired company to the acquiring company. As a result of the merger, the share capital of the acquiring company was increased from PLN 630,000.00 to PLN 631,053.00 solely in order to provide shares to the limited partner of the acquired company (LC Corp Invest XV Sp. z o.o.).
Apart from the aforementioned events, no other significant changes in the composition of the Group took place in the period from 01 January 2020 to 30 September 2020.
2.4 Composition of Management Board of Parent Undertaking
As at 01 January 2020, the Management Board of Develia S.A. was composed of the following persons:
- Acting President of Management Board - Michał Hulbój
- Member of Management Board - Mirosław Kujawski
- Member of Management Board - Tomasz Wróbel
- Member of Management Board, CFO - Paweł Ruszczak
On 26 February 2020, the Company's Supervisory Board, acting pursuant to Article 383(1) of the Commercial Partnerships and Companies Code, adopted a resolution under which the term of Mr Michał Hulbój's delegation to act as the President of the Management Board was extended for a period from 29 February 2020 to 29 May 2020.
On 14 May 2020, the Supervisory Board of the Company adopted a resolution under which Management Board President's duties would be entrusted for a temporary period to Mr Paweł Ruszczak, previously serving as Member of Management Board and CFO. He took the new role as of 30 May 2020, acting in his new capacity until the appointment of the President of Management Board.
As at 30 September 2020, the Management Board of Develia S.A. was composed of the following persons:
- Acting President of Management Board - Paweł Ruszczak
- Member of Management Board - Mirosław Kujawski
- Member of Management Board - Tomasz Wróbel
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2.5 Approval of Interim Condensed Consolidated Financial Statements
These Interim Condensed Consolidated Financial Statements of the Group concerning the period of 9 months ended 30 September 2020 was approved by the Management Board on 16 November 2020.
2.6 Rules Adopted for Preparing Quarterly Report
These Interim Condensed Consolidated Financial Statements of the Develia Group are comprised of:
- Consolidated Statement of Financial Position as at 30 September 2020 and comparable financial data as at 31 December 2019;
- Consolidated Statement of Comprehensive Income for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
- Consolidated Statement of Cash Flows for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
- Consolidated Statement of Changes in Equity as at 30 September 2020 and comparable data as at 30 September 2019 and as at 31 December 2019;
- Notes to the Consolidated Financial Statements.
Notes to financial statements and other information defined in Section 66 of the Regulation of the Minister of Finance dated 29 March 2018 on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent, representing an element of this Consolidated Quarterly Report Q3 2020, are included in section 4.
These Interim Condensed Consolidated Financial Statements of the Develia Group and the separate condensed financial statements of Develia S.A. were prepared in accordance with the International Financial Reporting Standards ("IFRS") adopted by the EU, in particular with the International Accounting Standard No. 34.
As at the date of the approval of these financial statements for publication, on account of the ongoing process of introducing IFRS in the EU and the business activity conducted by the Group, the International Financial Reporting Standards, in terms of accounting principles adopted by the Group, vary from IFRS already approved by the EU.
IFRS comprise standards and interpretations accepted by the International Accounting Standard Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
These Interim Condensed Consolidated Financial Statements were prepared using the historical cost method, except for investment property which is measured at fair value.
The Interim Condensed Consolidated Financial Statements are presented in thousand Polish Zlotys ("PLN"), and all values included in the tables and descriptions, if not indicated otherwise, are given in PLN'000.
The Interim Condensed Consolidated Financial Statements were prepared on the assumption that the Group companies would continue as a going concern in the foreseeable future. As at the day of the approval of these Financial Statements, no circumstances were identified implying any threats to the continuation of the Group companies' business activity.
The Interim Condensed Consolidated Financial Statements do not contain all information and disclosures required for annual consolidated financial statements and they must be read together with the Group's consolidated financial statements for the year ended 31 December 2019, which was published on 12 March 2020.
Information on the accounting principles adopted by the Group was presented in the annual consolidated financial statements of the Develia Group for the year ended 31 December 2019, published on 12 March 2020.
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2.7 Information on Material Estimates and Professional Judgement
The Management Board of the Parent Undertaking used their best knowledge of the applied standards and interpretations, and also the methods and principles of the valuation of particular items of the enclosed condensed consolidated financial statements. Preparing the financial statements in accordance with IFRS required the Company's Management Board to make some estimates and assumptions, which are reflected herein. The actual results may vary from these estimates. The financial data for the period of 9 months ended 30 September 2020 presented herein was not subject to auditor's examination.
Professional Judgement
In the process of applying the accounting principles (policies) to the issues specified hereinbelow, the professional judgement of the management was, apart from the accounting estimates, of the greatest importance.
Determination of Moment When, Upon Sale of Residential and Retail Premises, Risk Is Transferred to Client
The moment of transferring the control to the client determines when revenues from the sales of residential and retail premises can be recognised.
Upon the sale of residential and retail premises, the control is transferred to the client when each and every of the following conditions are fulfilled:
- obtaining the occupancy permit for the buildings;
- payment of 100% of the value of the premises, based on the developer agreement or preliminary agreement;
- acceptance of the premises by the client, evidenced by the delivery and acceptance protocol;
- signing of the developer agreement or notarial deed transferring the title.
In the case of the financing of part of the price by the state in accordance with the Act of 27 September 2013 on State Aid in the Purchase of the First Flat by Young People (MDM), the conditions set out in item (ii) are also met when a bank financing the client confirms the reservation of funds (the last instalment of the payment) for this purpose and when the developer agreement contains the relevant provision.
Land Classified As Fixed Assets
As at 30 September 2020, Land Classified as Fixed Assets concerned the land located in Malin, Wisznia Mała municipality in the Lower Silesian Voivodeship.
In view of the entry into force on 30 April 2016 of the provisions amending the Act of 11 April 2003 on the Shaping of the Agricultural System (Journal of Laws of 2012, item 803, of 2016, item 585, 1159) and the introduced restrictions on acquisition of agricultural property, an analysis was made to check the impact of the provisions of this act on the restrictions on the possibility of implementation of investment opportunities on the above-mentioned land.
This regulation introduced restrictions on the acquisition of agricultural real property with an area of more than 0.3 ha and not covered by the current spatial development plan in such a manner that the buyer of agricultural real property of at least 1 ha may be in principle only an individual farmer - a natural person, while other entities may acquire agricultural property only with the agreement of the President of the Agricultural Property Agency and in the cases provided by regulations. The restrictions imposed by the act apply also to shares and stocks in companies which own agricultural property, where the Agricultural Property Agency which is the owner of the agricultural property has the right of pre-emption of shares and stocks in these companies.
The introduced restrictions have an impact on the shaping of demand and supply on the agricultural land market by changing the profile of market participants and new legal terms of the sale of agricultural property, which results in a smaller number of agricultural real property sold after 30 April 2016.
The Group is the owner of land with the total area of 169 ha, located in Malin, Wisznia Mała municipality in the Lower Silesian Voivodeship, and currently there is no spatial development plan for this property, therefore in accordance with
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Article 2(1) of the above-mentioned Act, it is "agricultural property" and is subject to the above restrictions on the possibility of trade in this property.
Due to the acquisition of land by the Group with a view to implement a development project and the designation in the Study of land use conditions and directions of Wisznia Mała municipality of this property for residential areas, the Group, as at 30 September 2020, disclosed the property in the item Land qualified as non-current assets for development projects during a period of over 2 years, in the valuation by an independent valuer drawn up before the date of entry into force of the above-mentioned Act, used also as at 31 December 2019, since despite the restrictions introduced by the Act, the Group believes that there is still a possibility to use this land in a manner consistent with its intention and the Group does not intend to dispose of this property.
Classification of Lease Agreements
The Group classifies lease according to IFRS 16.
Uncertainty of Estimates
The basic assumptions concerning the future have been discussed below as well as other key reasons for doubts occurring as at the balance sheet date and entailing a significant risk of the considerable adjustment of the book value of assets and liabilities in the following financial year.
Deferred Tax Asset
The Group recognises a deferred tax asset based on the assumption that a tax profit enabling its utilisation should be obtained in the future. Worse tax results obtained in the future could have the effect that this assumption might become groundless. Deferred income tax is presented in Note 2.15.
Fair Value of Investment Property
At the end of each quarter of an accounting year, the Group independently measures the fair value of its investment properties in EUR based on the model of investment capitalisation or maintains the valuation in EUR carried out by an independent valuer at the end of the preceding year (provided there were no significant indications to revaluation). At the end of each accounting year, the fair value of investment property is established or verified by an independent valuer. As at 30 September 2020, investment property is measured on the basis of valuations of valuers. Investment property and Non-current assets classified as held for sale are presented in Note 2.11.
Fair Value of Financial Instruments in the Form of Forward Contracts
The fair value of financial instruments in the form of forward contracts, measured at fair value through profit or loss, is determined on the last day of each quarter in a given accounting year and at the end of each accounting year on the basis of the valuation made by an institution which professionally measures such financial transactions (among others by the Bank) or on the basis of a financial model.
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Fair value of IRS and CAP financial instruments
The fair value of IRS and CAP financial instruments, covered by the cash flow hedge accounting, is determined on the last day of each quarter in a given accounting year and at the end of each accounting year on the basis of the valuation made by an institution which professionally measures such financial transactions (such as the bank).
Write-downs of Inventories
At the end of each reporting period, the Management Board verifies if there is any evidence pointing to the loss of value of its property development projects under implementation on the basis of sales reports, market research and other available evidence. Should the risk of the loss of value occur, the value of such projects is estimated employing the DCF method, which is used to establish the write-down of inventories. The DCF method is based on discounted cash flows generated within the approved investment schedules and proceeds from the sale of premises, allowing for the sale price of 1 square metre of usable floor area of flats in accordance with the current market situation. The discount rate takes account of the weighted average cost of external and own capital (WACC).
The write-downs of inventories are estimated as at 30 September 2020 and may be subject to change depending on the fluctuation of market prices of land, selling prices of flats, construction costs, project completion schedules and discount rate calculations in the future. The actual results may vary from these estimates, which were calculated on the grounds of the data available as at the reporting date. It is also related to the uncertainty regarding the proper estimation of the market conditions in the following years. Consequently, valuation allowances may change in the following financial periods. Inventories and write-down of inventories are presented in Note 2.12.
Uncertainty Associated with Tax Settlements
The regulations concerning the tax on goods and services, corporate tax and burdens associated with social insurance are subject to frequent changes. These frequent changes make no appropriate reference points, inconsistent interpretations and few established precedents that might be applicable. The binding regulations also contain uncertainties, resulting in different opinions regarding the legal interpretation of tax regulations, both among public authorities and between public authorities and companies.
Tax settlements and other areas of activity (for example customs and foreign currency issues) may be subject to inspection by bodies authorised to impose high penalties and fines, and any additional tax liabilities arising from the inspection must be paid together with high interest. Having considered these conditions, the tax risk in Poland is greater than in countries with a more mature tax system.
Consequently, amounts presented and disclosed in financial statements may change in the future as a result of a final decision of a tax audit authority.
On 15 July 2016, changes were made to the Tax Ordinance Act in order to take account of the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is to prevent the creation and use of artificial legal structures created in order to avoid the payment of tax in Poland. GAAR defines the avoidance of taxation as an action made above all in order to achieve a tax advantage, contrary - under given circumstances - to the object and purpose of the provisions of the tax act. In accordance with GAAR, such an action does not result in the tax advantage, if the operation was artificial. Any occurrence of (i) unjustified separation of operations, (ii) involvement of intermediary entities despite the lack of economic justification, (iii) elements that null or compensate each other and (iv) other actions having a similar effect to the previously mentioned, may be treated as a premise of artificial operations subject to GAAR. New regulations will require a much greater degree of professional judgement in assessing the tax consequences of individual transactions.
The GAAR clause should be applied to transactions made after its entry into force and transactions that had been carried out before the entry into force of the GAAR clause, but for which benefits were or are still being gained after the date of entry of this clause into force. The implementation of these provisions will enable Polish tax audit authorities to question the legal arrangements and agreements carried out by taxable persons, such as the restructuring and reorganisation of a group, provided, however, that such arrangements and agreements are related to the above clause.
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The Group recognises and measures the assets or liabilities in respect of current and deferred income tax in compliance with the requirements of IAS 12, Income Tax on the basis of the tax profit (loss), tax base, unrelieved tax losses, unused tax exemptions and tax rates, taking into account the uncertainty associated with tax settlements.
The table below presents balance sheet figures of the above items as at 30 September 2020 and as at 31 December 2019:
30 September 2020 | 31 December 2019 | |
Deferred tax asset | 38,867 | 35,408 |
Investment property measured at fair value | 1,089,520 | 1,062,693 |
Non-current assets classified as held for sale and measured at fair value | - | 446,282 |
Fair Value of Financial Instruments in the Form of Forward Contracts | (418) | 239 |
Fair value of IRS and CAP financial instruments | (1,101) | (12,411) |
Deferred tax liability | (60,050) | (105,418) |
Write-down of land classified as fixed assets | (3,263) | (3,263) |
Write-down of inventories | (121,271) | (124,934) |
2.8 Significant Accounting Principles (Policies)
The accounting principles (policies) applied to the preparation of these consolidated financial statements are consistent with those adopted to draw up the Group's consolidated financial statements for the year ended 31 December 2019, save for the following principles. The below changes to IFRS have been applied to these consolidated financial statements as of the date of their entry into force:
- Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" - Definition of Materiality - approved in the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020);
- Amendments to IFRS 3, "Business Combinations" - Definition of a Business - approved in the EU on 21 April 2020 (applicable to combinations for which the acquisition date is at the beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of the aforesaid period);
-
Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and
Measurement" and IFRS 7 "Financial Instruments: Disclosures" - Interest Rate Benchmark Reform - approved in the EU on 15 January 2020 (applicable to annual periods beginning on or after 1 January 2020); - Amendments to References to the Conceptual Framework in IFRS - approved in the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020).
The adoption of the standards and amendments to existing standards, as mentioned above, did not exert any considerable impact on the financial statements of the Group.
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2.9 New Standards and Interpretations Published But Not Effective Yet
New standards and amendments to the existing standards which have been already issued by the IFRIC and approved by the EU, but are not in force yet:
As at the date of the approval of these Financial Statements, the European Union did not adopt any amendment to the existing standards / new standards or interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), which enter into force on a later date.
New standards and amendments to the existing standards which have been already issued by the IFRIC, but which have not been approved for application within the EU yet
Currently, IFRS in the form approved by the EU do not differ significantly from regulations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), except for the following new standards and amendments to standards which as at the date of the publication of these statements were not approved for application within the EU (the below entry into force dates relate to the full version of standards):
- IFRS 14 "Regulatory Deferral Accounts" (applicable to annual periods beginning on or after 1 January 2016) - the European Commission decided not to initiate the process of approving this temporary standard for application within the EU before the release of the final version of IFRS 14;
- IFRS 17 "Insurance Contracts", with further amendments to IFRS 17, (applicable to annual periods beginning on or after 01 January 2023);
- Amendments to IAS 1 "Presentation of Financial Statements" - Classification of Liabilities as Current or Non- current (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IAS 16 "Property, Plant and Equipment" - Proceeds Before Intended Use (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" - Onerous Contracts - Cost of Fulfilling a Contract (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IFRS 3 "Business Combinations" - Amendments to References to the Conceptual Framework including amendments to IFRS 3 (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IFRS 4 "Insurance Contracts" - the Extension of the Temporary Exemption from Applying IFRS 9 (the expiry date for the temporary exemption from IFRS 9 was extended to annual periods beginning on or after 1 January 2023);
- Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures" - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and subsequent amendments (the date of entry into force of the amendments was postponed until research works on the equity method have been completed);
- Amendments to IFRS 16 "Lease"- Covid-19-Related Rent Concessions (applicable to annual periods beginning on or after 1 June 2020. Early application is permitted also for financial statements which have not been approved yet for publication on 28 May 2020. This amendment applies also to interim reports).
- Amendments to miscellaneous standards "Improvements to IFRS (the 2018-2020 cycle)" - amendments made as part of the IFRS Annual Improvement Process (IFRS 1, IFRS 9, IFRS 16 and IAS 41) are designed mainly to deal with non-conformitiesand ensure the consistency of terminology (amendments to IFRS 1, IFRS 9 and IAS 41 are applicable to annual periods beginning on or after 1 January 2022. Amendments to IFRS 16 concern only an illustrative example, hence no entry into force date has been set).
The Group is in the process of verification of the impact of the above-mentioned standards on its financial situation, performance and the scope of information presented in financial statements.
According to the Group's estimates, the above-mentioned new standards and amendments to existing standards would not have had major impact on the financial statements if they had been applied by the Group at the balance-sheet date.
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Apart from regulations approved by the EU, there is also hedge accounting for a portfolio of assets and liabilities, the principles of which have not been approved for application within the EU yet.
According to the Group's estimates, the application of hedge accounting for a portfolio of assets or financial liabilities under IAS 39, "Financial Instruments: Recognition and Measurement" would not have any significant impact on the financial statements, if the standard in question had been approved for application as at the balance-sheet ate.
2.10 Seasonal or Cyclical Character of Develia S.A. Group's Operations
The operations of the Develia S.A. Group are not seasonal by nature. They are related to the investment cycles of the implemented property development projects, which is particularly noticeable in the recognition of the proceeds from the sale of residential and retail premises. In accordance with IFRS 15, such proceeds can only be recognised when practically all risks and benefits related to given premises have been transferred to the client and the revenue can be measured in a reliable manner. Consequently, the sales results in a given period depend on the value of the premises transferred to the clients in accordance with the above definition.
2.11 Investment Real Property and Non-Current Assets Classified as Held for Sale
Investment property
As at 30 September 2020, the Group's investment property includes:
- retail and office centres: Arkady Wrocławskie and Sky Tower in Wrocław,
- office buildings: Wola Retro in Warsaw
- office buildings under preparation: Wrocław, ul. Kolejowa
Value adjustment | ||||
for right of | ||||
30 September 2020 | Value EUR | Value PLN | perpetual usufruct | TOTAL |
to land acc. to | ||||
IFRS 16 | ||||
Investment property already constructed | ||||
Arkady Wrocławskie | 48,060 | 217,558 | 12,038 | 229,596 |
Sky Tower | 115,670 | 523,615 | - | 523,615 |
Wola Retro | 73,550 | 332,946 | 3,363 | 336,309 |
Investment property in preparation | - | |||
Wrocław, Kolejowa | n/a | 32,366 | 4,888 | 37,254 |
1,126,774 | ||||
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Value adjustment | ||||
for right of | ||||
31 December 2019 | Value EUR | Value PLN | perpetual usufruct | TOTAL |
to land acc. to | ||||
IFRS 16 | ||||
Investment property already constructed | ||||
Arkady Wrocławskie | 54,000 | 229,959 | 11,835 | 241,794 |
Sky Tower | 120,970 | 515,151 | - | 515,151 |
Wola Retro | 71,020 | 302,439 | 3,309 | 305,748 |
Investment property under construction | ||||
Wrocław, Kolejowa | n/a | 29,098 | 4,888 | 33,986 |
1,096,679 | ||||
As at 30 September 2020, the fair values of investment properties: Arkady Wrocławskie and Sky Tower were established on the basis of valuation made by professional real estate valuers.
As at 30 September 2020, the fair value measurement of Wola Retro in Warsaw was made on the basis of an appraisal made by a professional real estate valuer and included expenditures incurred, increasing thus the property value as at the valuation date, compared to the value as at the balance-sheet date.
Market values of the property in question have been estimated in the income approach, using the investment method and the judgement at the Level Three, as defined in IFRS 13. Input data considered for the valuation included, among other things, investment plans, information relating to planned development including plans, descriptions and budgets, as well as environmental surveys. The income approach and the investment method are based on the assumption that the value of a property depends on the rental income that can be obtained from the property and the capitalisation rate. Income from the property is due to rental agreements and in the case of free surface with the use of market rental rates. The rate of return, known as capitalisation rate, is determined on the basis of the analysis of similar transactions on the market in a given financial year.
Valuation is expressed in the currency of the invoiced rents, i.e. in EUR and converted into PLN at the average NBP exchange rate at the date of the end of the accounting period.
The reconciliation of changes to the balance-sheet values of investment property in the period ended 30 September
2020 and the year 31 December 2019 is presented in the table below:
Period of 9 | ||
months ended | Year ended 31 | |
30 September | December 2019 | |
2020 | ||
At the beginning of the reporting period | 1,096,679 | 1,929,475 |
Recognition and Settlement of Right of perpetual usufruct according to IFRS 16 | 255 | 36,882 |
Acquisition of land for the construction of investment property | - | 26,028 |
Capital expenditure incurred | 30,533 | 97,862 |
Reclassification of non-current assets classified as held for sale 1) | - | (949,318) |
Revaluation of property fair value (EUR/PLN conversion) | 65,316 | (2,005) |
Revaluation of property fair value (inter alia: due to changes in the EUR valuation of property, | (66,009) | (42,245) |
finishing works and selling costs) | ||
At the end of the reporting period | 1,126,774 | 1,096,679 |
- The reclassification results from the conclusion of a sales and purchase agreement for two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, as well as the conclusion of the Preliminary Sales and Purchase Agreement for Wola Center in Warsaw.
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Non-current assets classified as held for sale
As at 30 September 2020, there are no non-current assets classified as held for sale.
As at 31 December 2019, the Group's Non-current assets classified as held for sale included:
- Wola Center office building in Warsaw
Value | ||||||
adjustment for | ||||||
31 December 2019 | Value EUR | Value PLN | right of | Costs of real | TOTAL | |
perpetual | estate sale | |||||
usufruct to land | ||||||
acc. to IFRS 16 | ||||||
Non-current assets classified as held for sale | ||||||
Wola Center | 101,900 | 433,941 | 16,773 | (4,432) | 446,282 | |
446,282 | ||||||
The reconciliation of changes to the balance-sheet values of Non-current Assets Classified As Held For Sale in the period ended 30 September 2020 and the year 31 December 2019 is presented in the table below:
Period of 9 | ||
months ended | Year ended 31 | |
30 September | December 2019 | |
2020 | ||
At the beginning of the reporting period | 446,282 | - |
Recognition and Settlement of Right of perpetual usufruct according to IFRS 16 | - | 1,100 |
Capital expenditure incurred | - | (3,006) |
Reclassification from investment real property 1) | - | 949,318 |
Reclassification to inventory | (973) | - |
Disposal of real property 2) | (447,439) | (482,522) |
Revaluation of property fair value (EUR/PLN conversion) | 2,130 | (16,051) |
Revaluation of property fair value (inter alia: due to changes in the EUR valuation of property, | - | (2,557) |
finishing works and selling costs) | ||
At the end of the reporting period | - | 446,282 |
- The reclassification results from the conclusion of a sales and purchase agreement for two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, as well as the conclusion of the Preliminary Sales and Purchase Agreement for Wola Center in Warsaw.
- In 2020, the sale of the "Wola Center" real property in Warsaw, in 2019, the sale of "Silesia Star" in Katowice and "Retro Office House" in Wrocław
Disposal of "Wola Center" Real Property in Warsaw
On 24 September 2019, a subsidiary wholly owned by the Company: Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością ("WP"), acting as the seller, and a company controlled by Hines European Value Fund SCSp, based in Luxembourg, i.e. Gisla Spółka z ograniczoną odpowiedzialnością, acting as the purchaser (currently: Wola Center sp. z o.o.), entered into a Preliminary Sales and Purchase Agreement (PSPA) under a transaction concluded between companies and concerning the sale of the perpetual usufruct right to parcels of land located at 33 Przyokopowa Street in Warsaw, including the right of ownership to an office building erected on the said land, known as the "Wola Center" building, along with tangible and intangible assets related to the said real property, which are owned by WP and covered by the PSPA.
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Entering into a final sales and purchase agreement was conditional upon the satisfaction of, among other things, the following conditions precedent:
- Concurrent tax interpretations supporting a position adopted by the Parties being issued, and
- All necessary approvals for the Transaction being obtained by the Parties, and
- A letter - issued by the lending bank - relating to the repayment of loans taken out by WP for the construction of the building in question, and
- The purchaser being given a loan decision for the partial financing of the transaction, and
- The seller's title to the real property designated for disposal could not be changed adversely, and
- Surety being granted by the Company to the purchaser.
The total price of the transaction was agreed by the Parties at EUR 101,900,000 (plus an applicable amount of VAT and transaction costs).
Furthermore, in accordance with the arrangements between the Parties, the Company represented to the purchaser that it stood surety for the seller and debtor, giving a guarantee that:
- The seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa, acting as the seller, arising from agreements covering the subject-matter of the transaction, and
- The Company would incur debts of WP arising from obligations and liabilities of WP under the final sales and purchase agreement, if the seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,
- The contractual penalty would be paid, should the purchaser withdraw from the agreement due to reasons attributable to the seller
On 29 January 2020, in pursuance of the preliminary agreement of 24 September 2019, an Issuer's subsidiary - Warszawa Przyokopowa sp. z o.o. entered into a final sales and purchase agreement with an entity which was not related to the Issuer, concerning the sale of the perpetual usufruct right to parcels of land located at 33 Przyokopowa Street in Warsaw, including the right of ownership to an office building erected on the said land, known as the "Wola Center" building, along with tangible and intangible assets related to the said real property for a price of EUR 101,900,000 (plus an applicable rate of VAT and transaction costs). The transaction price received was designated for the full repayment of a bank loan of EUR 45,246,208.46, taken out under an agreement concluded by Company with BNP Paribas Bank Polska S.A., with its registered office in Warsaw, for the purpose of the construction of the "Wola Center" building. The entire security provided in connection with the loan agreement and agreements hedging against foreign exchange risk and interest rate risk (hedging agreements) expired upon the said repayment.
The aforesaid property constituted assets classified under the "Rental services" segment in the consolidated financial statements of the Develia S.A. Group.
Profit /(loss) on investment property
The following table shows Profit /(Loss) on investment property disclosed in the Consolidated Statement of Comprehensive Income:
Period of 9 months | Period of 9 months | |
ended | ended | |
30 September 2020 | 30 September 2019 | |
Revenue from sales of real estate | 436,071 | - |
Value of real estate sold | (436,071) | - |
Changes in real estate value in EUR within the period | (50,198) | - |
Change in real estate valuation in respect of altered EUR to PLN exchange rate within the period | 67,446 | 19,263 |
Change in real estate valuation in respect of expenditures incurred within the period | (15,811) | (25,326) |
Costs of sales transaction (net of costs relating to the repayment of financial liabilities) | - | - |
Costs of sales transaction (costs relating to the repayment of financial liabilities) | - | - |
Adjustment for linearisation of revenues from rental | (6,369) | (3,116) |
Other | - | - |
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Total | (4,932) | (9,179) |
The below table presents details relating to Profit /(Loss) on Investment Property in the period of 9 months ended 30 September 2020:
Period of 9 months ended | Arkady | Wola | Sky Tower | Wola Retro | TOTAL |
30 September 2020 | Wrocławskie | Center | |||
Revenue from sales of real estate | - | 436,071 | - | - | 436,071 |
Value of real estate sold | - | (436,071) | - | - | (436,071) |
Changes in real estate value in EUR within the period | (26,528) | - | (23,670) | - | (50,198) |
Change in real estate valuation in respect of altered EUR to PLN | 14,127 | 2,130 | 32,134 | 19,055 | 67,446 |
exchange rate within the period | |||||
Change in real estate valuation in respect of expenditures incurred | (881) | - | (14,930) | - | (15,811) |
within the period | |||||
Costs of sales transaction (net of costs relating to the repayment of | - | - | - | - | - |
financial liabilities) | |||||
Costs of sales transaction (costs relating to the repayment of | - | - | - | - | - |
financial liabilities) | |||||
Adjustment for linearisation of revenues from rental | (1,236) | - | (770) | (4,363) | (6,369) |
Total | (14,518) | 2,130 | (7,236) | 14,692 | (4,932) |
2.12 Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect
Land Classified As Fixed Assets
As at 30 September 2020, this item includes land of PLN 86,866,000 (as at 31 December 2019 of PLN 86,603,000), which is intended for development during a period of over 2 years. The write-down as at 30 September 2020 and 31 December 2019 did not change and was PLN 3,263,000.
In view of the entry into force on 30 April 2016 of the provisions amending the Act of 11 April 2003 on the Shaping of the Agricultural System (Journal of Laws of 2012, item 803, of 2016, item 585, 1159) and introduced restrictions on acquisition of agricultural property, an analysis was made to check the impact of the provisions of this act on the restrictions on the possibility of implementation of investment opportunities on the land owned (see Note 2.7).
Due to the acquisition of land by the Group with a view to implementing a development investment and allocation in the Study of land use conditions and directions of Wisznia Mała municipality of this property to residential areas, as at 30 September 2020 the Group discloses the property in the item Land qualified as non-current assets for development during a period of over 2 years, in the valuation by an independent valuer drawn up before the date of entry into force of the above-mentioned act, since despite the restrictions introduced by the Act (which in practice prevent the disposal of this property), there were no other considerations that might affect the current measurement and there is still a possibility to use this land in a manner consistent with the intention of the Group and the Group does not intend to dispose of this property.
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CONSOLIDATED QUARTERLY REPORT
Inventory
30 September 2020 | 31 December 2019 | |
Work in progress | 1,249,771 | 1,050,545 |
Finished products | 96,143 | 105,395 |
Value adjustment for right of perpetual usufruct to land according to IFRS 16 | 31,535 | 31,022 |
Write-downs of Inventories | (121,271) | (124,934) |
Total inventories | 1,256,178 | 1,062,028 |
As at 30 September 2020, Borrowing costs of PLN 51,916,000 (as at 31 December 2019 they amounted to PLN 47,767,000) were capitalised in the value of Inventory.
Changes in the write-downs of inventories were as follows:
At the beginning of the reporting period
Increase
Used
Decrease
At the end of the reporting period
Period of 9 months | Year ended 31 |
ended | |
December 2019 | |
30 September 2020 | |
124,934 | 129,838 |
- | 394 |
(3,663) | (5,298) |
- | - |
121,271 | 124,934 |
As at 30 September 2020 and 31 December 2019, no item of inventory was pledged or mortgaged, except for the mortgage mentioned in Section 2.26.5.
2.13 Information about Impairment Losses in Respect of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets and Reversal of Such Losses
During the period of 9 months ended 30 September 2020, there were no significant changes in the impairment write- downs on financial assets, property, plant and equipment, intangible assets, land classified as fixed assets and other assets, except for write-downs on trade receivables, presented in the table below:
Period of 9 months | Year ended 31 | |
ended | ||
December 2019 | ||
30 September 2020 | ||
At the beginning of the period | 10,459 | 9,419 |
Increase | 2,490 | 4,735 |
Used | (623) | (3,150) |
Decrease | (888) | (545) |
At the end of the period | 11,438 | 10,459 |
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2.14 Information about Creating, Increasing, Utilising and Reversing Provisions
The amounts of provisions and the reconciliation presenting the changes in their position during the reporting period are shown in the table below:
Retirement and | Provision for | |||||
disability | ||||||
Disputes and | disposal of | |||||
benefits and | Other | Total | ||||
litigation | investment | |||||
bereavement | ||||||
property | ||||||
payment | ||||||
As at 01 January 2020 | 22 | 3,274 | 10,805 | 49 | 14,150 | |
Created | - | 183 | - | 70 | 253 | |
Reclassification | - | - | 4,432 | - | 4,432 | |
Used | - | - | (6,252) | (1) | (6,253) | |
Reversed | - | - | - | - | - | |
As at 30 September 2020, including: | 22 | 3,457 | 8,985 | 118 | 12,582 | |
- non-current | 22 | - | 3,094 | - | 3,116 | |
- current | - | 3,457 | 5,891 | 118 | 9,466 | |
2.15 Information about Deferred Tax Liabilities and Deferred Tax Assets
Deferred income tax arises from the following items:
Statement of financial position | Deferred income tax expense for the | |||
period ended | ||||
30 September | 31 December | 01 January 2019 | 30 September | 31 December 2019 |
2020 | 2019 | 2020 | ||
Deferred tax liability
Accrued interest and discounts on borrowings, bonds, notes and deposits
Valuation of investment property
Difference in the value of tangible assets (tax and balance-sheet depreciation)
Difference in the value of other assets (tax value and book value)
Other
Gross deferred tax liability
Deferred tax assets
Valuation of investment property
Provisions and prepayments and accrued income
Accrued interest and discounts on borrowings, bonds and notes
Foreign exchange differences
Difference in the value of other assets (tax value and book value)
(9,808) | (6,852) | (7,684) | (2,956) | 832 |
- | (29,502) | (68,033) | 29,502 | 38,531 |
(47,186) | (57,587) | (58,173) | 10,401 | 586 |
- | - | - | - | - |
(4) | (464) | (1,038) | 460 | 574 |
(56,998) | (94,405) | (134,928) | ||
4,447 | - | - | 4,447 | - |
3,061 | 5,338 | 2,928 | (2,277) | 2,410 |
6,171 | 4,757 | 6,081 | 1,414 | (1,324) |
6,374 | 2,567 | 4,859 | 3,807 | (2,292) |
4,483 | 5,936 | 9,780 | (1,453) | (3,844) |
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Losses potentially deductible from future taxable income
Other
Gross deferred tax assets
9,586 | 3,358 | 5,851 | 6,228 | (2,493) | |
1,693 | 2,439 | 1,723 | (746) | 716 | |
35,815 | 24,395 | 31,222 | |||
Deferred tax expense | 48,827 | 33,696 | ||||
Net deferred tax asset | 38,867 | 35,408 | 11,175 | |||
Net deferred tax liability | (60,050) | (105,418) | (114,881) | |||
Considering the specificity of the conducted activity, which involves the achievement of taxable revenue at a deferred time, the Group activates incurred tax losses until taxable income is achieved, taking into account the tax regulations concerning the possibility of settling such losses. The amount of an asset resulting from tax losses disclosed in deferred tax is presented in the table above.
As at 30 September 2020, the Group carried out an analysis of the recoverability of a created and potential deferred tax asset and did not create a deferred tax asset on account, among other things, of tax losses in companies in the amount of PLN 794,000 (and accordingly PLN 948,000 as at 31 December 2019), which can be used within the maximum period of up to five years from the end of the reporting period in which they arose. In addition, the Group did not create a deferred tax asset in the amount of PLN 19,764,000 with regard to temporary differences between the balance-sheet and tax values of respective assets and liabilities items (and accordingly PLN 16,382,000 as at 31 December 2019).
2.16 Information about Significant Purchase and Sale Transactions Regarding Property, Plant and Equipment
During the period of 9 months ended 30 September 2020, the Group purchased property, plant and equipment totalling PLN 311,000 (in the year ended 31 December 2019, it was: PLN 1,487,000).
In the period of 9 months ended 30 September 2020, the Group entered into a lease agreement for 13 passenger cars. The value of right-of-use assets was PLN 452,000.
In the period of 9 months ended 30 September 2020, the Group did not enter into any significant sale transactions regarding property, plant and equipment items.
As at 30 September 2020, there are no significant contractual liabilities arising from the purchase of property, plant or equipment.
2.17 Information about Significant Liabilities on Account of the Purchase of Property, Plant and Equipment
As at 30 September 2020, there were no significant liabilities on account of the purchase of property, plant or equipment.
2.18 Information about Significant Settlements on Account of Litigation
As at 30 September 2020, there are no significant proceedings before the court or arbitration or public administration authorities with regard to liabilities or receivables of Develia S.A. or its subsidiaries, the value of which would have an important bearing on the financial standing of the Group companies. The subsidiary undertakings of Develia S.A. are parties to court and public administration proceedings whose value is insignificant for their operations or financial standing. The vast majority of other cases relate to claims lodged by subsidiaries of Develia S.A. against their debtors. Provisions for legal actions are shown in Note 2.14.
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CONSOLIDATED QUARTERLY REPORT
2.19 Disclosure of Correction of Errors of Previous Periods
During the period of 9 months ended 30 September 2020 there were no corrections of the errors of previous periods.
2.20 Information about Changes in Economic Situation and Conditions for Running Business Activity Which Have Considerable Impact on Fair Value of Group's Financial Assets and Financial Liabilities,
Regardless of Whether Such Assets and Liabilities Are Recognised at Fair Value or at Adjusted Purchase Price (Depreciated Cost)
Considerable fluctuations in the EUR exchange rate translate into significant changes in the EUR valuation of assets/equity and liabilities (i.e. commercial property and the loans financing it), which are converted into PLN at an average exchange rate of NBP effective at the end of each accounting period. The situation on financial markets has also an impact on the valuation of IRS and CAP financial instruments disclosed in the Statement of Comprehensive Income.
The table below shows the sensitivity of a net financial result to possible fluctuations of the Euro exchange rates of fair value measurement of assets and loans valuations in EUR, on the assumption of the invariability of other factors. Due to the high volatility of Euro exchange rate in recent years, +/- PLN 0.20 variations have been taken into consideration for the presentation of the sensitivity of the financial result.
Increase/decrease in the | Impact on the net | Impact on equity in PLN | |
financial result in PLN | |||
exchange rate in PLN | '000 | ||
'000 | |||
30 September 2020 | + 0.20 | 24,849 | 24,849 |
- 0.20 | (24,849) | (24,849) | |
31 December 2019 | + 0.20 | 35,262 | 35,262 |
- 0.20 | (35,262) | (35,262) | |
30 September 2019 | + 0.20 | 36,135 | 36,135 |
- 0.20 | (36,135) | (36,135) | |
2.21 Information about Failure to Repay Loan or Borrowing or Infringement of Material Provisions of Loan or Borrowing Agreement With Regard to Which No Corrective Actions Were Taken by the End of the Reporting Period
No such events occurred in any of the Group's companies.
2.22 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with
Related Entities (If Made on Terms Other Than at Arm's Length)
In the discussed reporting period neither the Issuer nor its subsidiary undertakings concluded with a related entity any transactions, which were effected on the terms other than at arm's length.
Transactions with related entities for the Group are presented in item 2.23.
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2.23 Transactions with Related Undertakings
30 September 2020
Receivables | Liabilities to | Financial | |||||
Purchases from | from related | related | Financial | ||||
Related undertaking | Sales to related | expenses | |||||
related | undertakings | undertakings | income | ||||
undertakings | (interest, | ||||||
undertakings | (trade and | (trade and | (interest) | ||||
discounts) | |||||||
financial) | financial) | ||||||
Shareholders | - | - | - | - | - | - | |
Undertakings related through | - | - | - | - | - | - | |
shareholders | |||||||
Management and Supervisory Board | |||||||
Management Board of parent undertaking | - | 7,193 (*) | - | - | - | - | |
and subsidiaries | |||||||
Supervisory Board | - | 707 (*) | - | - | - | - | |
(*) Remuneration paid | |||||||
31 December 2019 | |||||||
Receivables | Liabilities to | Financial | |||||
Purchases from | from related | related | Financial | ||||
Related undertaking | Sales to related | expenses | |||||
related | undertakings | undertakings | income | ||||
undertakings | (interest, | ||||||
undertakings | (trade and | (trade and | (interest) | ||||
discounts) | |||||||
financial) | financial) | ||||||
Shareholders | - | - | - | - | - | - | |
Undertakings related through | - | - | - | - | - | - | |
shareholders | |||||||
Management and Supervisory Board | |||||||
Management Board of parent undertaking | 44 | 14,213 (*) | - | - | - | - | |
and subsidiaries | |||||||
Supervisory Board | - | 627 (*) | - | - | - | - | |
(*) Remuneration paid | |||||||
30 September 2019 | |||||||
Receivables | Liabilities to | Financial | |||||
Purchases from | from related | related | Financial | ||||
Related undertaking | Sales to related | expenses | |||||
related | undertakings | undertakings | income | ||||
undertakings | (interest, | ||||||
undertakings | (trade and | (trade and | (interest) | ||||
discounts) | |||||||
financial) | financial) | ||||||
Shareholders | - | - | - | - | - | - | |
Undertakings related through | - | - | - | - | - | - | |
shareholders | |||||||
Management and Supervisory Board | |||||||
Management Board of parent undertaking | - | 10,352 (*) | - | - | - | - | |
and subsidiaries | |||||||
Supervisory Board | - | 459 (*) | - | - | - | - | |
(*) Remuneration paid | |||||||
30
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CONSOLIDATED QUARTERLY REPORT
2.24 Information about Change in the Way (Method) of Determining Fair Value for Financial Instruments Measured at Fair Value
None occurred.
2.25 Information about Change in Classification of Financial Assets Resulting From Change in Purpose or Utilisation of Such Assets
None occurred.
2.26 Financial Liabilities
2.26.1 Interest-bearing Bank Loans and Bonds
Non-current | Entity | Interest rate | Repayment | 30 September | 31 December |
date | 2020 | 2019 | |||
Bank loan in EUR (a) | Arkady Wrocławskie S.A. | Euribor 3M+margin | 31 Dec 2022 | 61,263 | 59,421 |
Bank loan in EUR (b) | Warszawa Przyokopowa Sp. z | Euribor 1M+margin | 29 Jan 2020 | - | 184,071 |
o.o. | |||||
Bank loan in EUR (c) | Sky Tower S.A. | Euribor 3M+margin | 20 Dec 2022 | 188,170 | 179,867 |
LC Corp Invest XVII Sp. z o.o. | |||||
Bank loan in EUR (d) | Projekt 22 Sp. k. | Euribor 3M+margin | 28 Nov 2027 | 112,618 | 103,881 |
(Wola Retro) | |||||
LC Corp Invest XVII Sp. z o.o. | |||||
Bank loan in PLN (e) | Projekt 22 Sp. k. | Wibor 3M+margin | 28 Nov 2020 | - | - |
(Wola Retro) | |||||
Bond scheme (f) | Develia S.A. | Wibor 6M+margin | 20 Mar 2020 | - | - |
Bond scheme (g) | Develia S.A. | Wibor 6M+margin | 10 May 2021 | - | 84,899 |
Bond scheme (h) | Develia S.A. | Wibor 6M+margin | 10 May 2021 | - | 14,990 |
Bond scheme (i) | Develia S.A. | Wibor 6M+margin | 6 Oct 2021 | 24,987 | 24,978 |
Bond scheme (j) | Develia S.A. | Wibor 6M+margin | 6 Oct 2021 | 14,978 | 14,962 |
Bond scheme (k) | Develia S.A. | Wibor 6M+margin | 5 Jun 2022 | 49,841 | 49,770 |
Bond scheme (l) | Develia S.A. | Wibor 6M+margin | 28 Feb 2022 | 44,879 | 44,815 |
Bond scheme (n) | Develia S.A. | Wibor 3M+margin | 19 Oct 2022 | 19,903 | 65,561 |
Bond scheme (o) | Develia S.A. | Wibor 3M+margin | 22 May 2023 | 59,628 | 59,519 |
576,267 | 886,734 | ||||
Current | Entity | Interest rate | Repayment | 30 September | 31 December |
date | 2020 | 2019 | |||
Bank loan in EUR (a) | Arkady Wrocławskie S.A. | Euribor 3M+margin | 30 Sep 2021 | 2,846 | 7,327 |
Bank loan in EUR (b) | Warszawa Przyokopowa Sp. z | Euribor 1M+margin | 29 Jan 2020 | - | 7,317 |
o.o. | |||||
Bank loan in EUR (c) | Sky Tower S.A. | Euribor 3M+margin | 30 Sep 2021 | 11,105 | 10,124 |
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CONSOLIDATED QUARTERLY REPORT
LC Corp Invest XVII Sp. z o.o. | |||||
Bank loan in EUR (d) | Projekt 22 Sp. k. | Euribor 3M+margin | 30 Sep 2021 | 3,502 | 310 |
(Wola Retro) | |||||
LC Corp Invest XVII Sp. z o.o. | |||||
Bank loan in PLN (e) | Projekt 22 Sp. k. | Wibor 3M+margin | 28 Nov 2020 | - | - |
(Wola Retro) | |||||
Bond scheme (f) | Develia S.A. | Wibor 6M+margin | 20 Mar 2020 | - | 65,886 |
Bond scheme (g) | Develia S.A. | Wibor 6M+margin | 10 Nov 2020 / | 86,213 | 618 |
10 May 2021 | |||||
Bond scheme (h) | Develia S.A. | Wibor 6M+margin | 10 Nov 2020 / | 15,218 | 109 |
10 May 2021 | |||||
Bond scheme (i) | Develia S.A. | Wibor 6M+margin | 06 Oct 2020 | 480 | 309 |
Bond scheme (j) | Develia S.A. | Wibor 6M+margin | 06 Oct 2020 | 287 | 184 |
Bond scheme (k) | Develia S.A. | Wibor 6M+margin | 05 Dec 2020 | 543 | 166 |
Bond scheme (l) | Develia S.A. | Wibor 6M+margin | 28 Feb 2021 | 132 | 757 |
Bond scheme (m) | Develia S.A. | Wibor 6M+margin | 19 Oct 2020 | 27,416 | 34,157 |
Bond scheme (n) | Develia S.A. | Wibor 3M+margin | 19 Oct 2020 | 144 | 693 |
Bond scheme (o) | Develia S.A. | Wibor 3M+margin | 23 Nov 2020 | 227 | 342 |
148,113 | 128,299 | ||||
- Loan at Arkady Wrocławskie taken out in EUR on 28 February 2008 with a syndicate of banks: ING Bank Śląski
S.A. and Santander Bank Polska S.A. On 29 December 2017, the Company and Santander Bank Polska S.A. executed an amendment to the syndicate loan agreement of 28 February 2008 to extend the period of financing granted under the loan agreement. The amount of loan granted under the said amendment is EUR 25,000,000, and the loan repayment date was fixed for 31 December 2022. Prior to entering into the above amendment, i.e. on 27 December 2017, an amendment to the loan agreement was executed between Arkady Wrocławskie S.A. and ING Bank Śląski S.A. and Santander Bank Polska S.A., forming the previous syndicate of lending banks, under which ING Bank Śląski S.A. assigned to Santander Bank Polska S.A. its receivables against the Company arising from the loan granted within the framework of a syndicate of banks, and Santander Bank Polska S.A. accepted the said assignment becoming thus the sole lender. At this moment, all the entitlements, rights and claims (including the entire collateral), and all the risks and obligations relating to the loan were assigned to
Santander Bank Polska S.A.. On 21 March 2019, Arkady Wrocławskie S.A. paid off a portion of a bank loan in an amount of EUR 5,000,000 to Santander Bank Polska S.A., which was granted under the syndicate loan agreement of 28/02/2008, with further amendments. On 28 March 2019, Arkady Wrocławskie S.A. and Santander
Bank Polska S.A. executed an amendment to the syndicate loan agreement of 28/02/2008 to revise the committed amount and alter the repayment schedule. On 27 April 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of principal instalments originally due for payment on 31 March 2020 and 30 June 2020 was rescheduled on the date of final loan repayment, i.e. on 31 December 2022. Further, under the aforesaid amendment, the Bank decided to refrain from the verification of debt service ratios for Q1 and Q2 2020. On 29 July 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of principal instalments originally due for payment on 30 September 2020 and 31 December 2020 was rescheduled on 31 July 2020. Further, under the aforesaid amendment, the Bank decided to refrain from the verification of debt service ratios for Q3 and Q4 2020. On 31 July 2020, the principal in the amount of PLN 875,000 was paid off. On 27 August 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of certain principal instalments originally due for payment on 31 March 2021 and 30 June 2021 was rescheduled on or before 31 August 2020. The principal amount of EUR 437,500 was repaid in full on 31 August 2020. On 28
32
Develia S.A. Group
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CONSOLIDATED QUARTERLY REPORT
September 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of a portion of a principal instalment originally due for payment on 30 September 2021 was rescheduled on or before 30 September 2020. The principal amount of EUR 218,750 was repaid on 30 September 2020. On 27 October 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of a portion of a principal instalment originally due for payment on 31 December 2021 was rescheduled on or before 30 October 2020. The principal amount of EUR 218,750 was repaid on 30 October 2020.
- The loan at Warszawa Przyokopowa Sp. z o.o. was taken out pursuant to the agreement of 15 July 2011 with BNP Paribas Polska S.A. in the amount of up to EUR 49,000,000 for the partial financing of the construction of Wola Center office building development in Warsaw. On 26 June 2014 the company concluded an amendment to the Loan Agreement pursuant to which the maximum amount was increased to EUR 55,000,000. On 20 September 2018, the company concluded an amendment to the Loan Agreement, pursuant to which the amount of investment loan was increased and the loan term extended. The amount of investment loan determined in the aforesaid Amendment may not be higher than EUR 54,335,241.03, of which two new loan tranches made available under and provided for in the Amendment cannot be higher than EUR 7,000,000 and EUR 6,000,000 respectively. On 29 January 2020, Warszawa Przyokopowa Sp. z o.o. repaid in full the bank loan obtained under an agreement concluded on 15 July 2011 with BNP Paribas Polska S.A., including further amendments thereto, in a total amount of EUR 45,246,208.46 and settled transactions hedging against a risk associated with an increase in interest rates, concluded as at the date of repayment, in the total amount of EUR 3,468,899.70.
- The loan at Sky Tower S.A. taken out in EUR pursuant to the agreement of 29 December 2012 concluded with a syndicate of banks Getin Noble Bank S.A. and Alior Bank S.A., including further amendments thereto. On 29 June 2020, Sky Tower S.A. concluded an amendment to the loan agreement of 29 December 2012, including further modifications thereto, with a syndicate of banks comprised of Getin Noble Bank S.A. and Alior Bank S.A., under which the payment of principal instalments originally due for payment on 30 June 2020 and 30 September 2020 was rescheduled on the date of final loan repayment, i.e. on 20 December 2022. Further, under the aforesaid amendment, the Banks decided to refrain from the verification of debt service ratios for Q2 and Q3 2020. On 29 October 2020, Sky Tower S.A. concluded an amendment to the loan agreement of 29 December 2012, with a syndicate of banks comprised of Getin Noble Bank S.A. and Alior Bank S.A., including further modifications thereto, under which the payment of a principal instalment originally due for payment on 31 December 2020 was rescheduled on or before 30 October 2020. The principal amount of EUR 599,700 was repaid on 30 October 2020.
- The loan at LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. taken out pursuant to the agreement of 20 December 2017 with a syndicate of banks: mBank Hipoteczny S.A. and mBank S.A. up to the amount of EUR 34,187,000 for the partial financing of Wola Retro in Warsaw. On 28 October 2020, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. entered into a loan agreement with mBank S.A. covering the amount of up to EUR 34,187,000, designated, among other things, for the repayment of existing debt owed to mBank S.A. and mBank Hipoteczny S.A. and arising from a loan agreement of 20/12/2017, as amended, and for the financing and refinancing of costs relating to the construction of an office building called "Wola Retro". The aforesaid Agreement was concluded as a result of a construction loan being converted to an investment loan and previous lenders being replaced by others (mBank Hipoteczny S.A. and mBank S.A. have been replaced with one lender - mBank S.A.).
- The revolving loan at LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. taken out under the agreement of 20 December 2017 with a syndicate of banks: mBank Hipoteczny S.A. and mBank S.A. up to the amount of PLN 7,000,000 for financing and refinancing the payment of VAT in respect of costs related to Wola Retro Project in Warsaw.
- Coupon bonds - the issue of 20 March 2015, including 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 under a Bond Issue Agreement concluded with the banks
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Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 20 March 2020, the Company redeemed the bonds.
- Coupon bonds - the issue of 10 May 2016, including 85,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 85,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 23 December 2016, the assimilation of bonds of these series with bonds issued on 19 August 2016 took place on the "Catalyst" bond market.
- Coupon bonds - the issue of 19 August 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 23 December 2016, the assimilation of bonds of these series with bonds issued on 10 May 2016 took place on the "Catalyst" bond market.
- Coupon bonds - the issue of 6 October 2016, including 25,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 25,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of bonds of these series with bonds issued on 27 October 2016 took place on the "Catalyst" bond market.
- Coupon bonds - the issue of 27 October 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of bonds of these series with bonds issued on 6 October 2016 took place on the "Catalyst" bond market.
- Coupon bonds - the issue of 5 December 2017, including 50,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 50,000,000 under a Bond Issue Agreement with the redemption date set at 5 June 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
- Coupon bonds - the issue of 28 February 2018, including 45,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 45,000,000 under a Bond Issue Agreement with the redemption date set at 28 February 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
- Coupon bonds - the issue of 19 October 2018, including 34,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 34,000,000 under a Bond Issue Agreement with the redemption date set at set at 19 October 2020 concluded with mBank S.A., having its registered office in Warsaw. On 29 September 2020, the Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption. On 19 October 2020, the Company redeemed the bonds of PLN 27,000,000.
- Coupon bonds - the issue of 19 October 2018, including 66,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 66,000,000 under a Bond Issue Agreement with the redemption date set at 19 October 2022 concluded with mBank S.A., having its registered office in Warsaw. The Company received calls for early redemption in the total amount of PLN 46,000,000, and on 20 July 2020, it purchased, before the bond's maturity date, obligations amounting to PLN 46,000,000. The value of obligations still outstanding and to be redeemed on 19 October 2022 equals PLN 20,000,000.
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- Coupon bonds - the issue of 22 May 2019, including 60,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 60,000,000 under a Bond Issue Agreement with the redemption date set at 22 May 2023 concluded with mBank S.A., having its registered office in Warsaw.
The allocation of respective loans, bonds to operating segments is presented in item 2.31.
2.26.2 Liabilities Arising from Financial Instruments
As at 30 September 2020 and 31 December 2019, the fair value measurement of IRS, CAP and forward transactions hedging the risk of an interest rate increase was recognised under Liabilities on account of loans and bonds and totalled:
30 September 2020 | 31 December 2019 | |
Non-current | 1,101 | 11,983 |
Current | 418 | 428 |
Total | 1,519 | 12,411 |
FX Forward Transaction Conducted by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k.
On 26 March 2020, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. entered into, pursuant to a framework agreement of 8 February 2018, a foreign exchange forward transaction which included forward and derivative operations relating to the performance of a loan agreement and extended the settlement period of the unsettled transaction to its maturity, i.e. 31 March 2020. A new settlement date was set for the unsettled amount of PLN 11,478,000 - 30 September 2020. The nominal value of the aforesaid transaction at a base rate amounted to EUR 2,626,000.
On 29 September 2020, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. entered into, pursuant to a framework agreement of 8 February 2018, a foreign exchange forward transaction which included forward and derivative operations relating to the performance of a loan agreement and extended the settlement period of the unsettled transaction to its maturity, i.e. 30 September 2020. A new settlement date was set for the unsettled amount of PLN 11,518,000 - 31 March 2021. The nominal value of the aforesaid transaction at a base rate amounted to EUR 2,626,000.
2.26.3 Issue, Redemption of Equity Securities
On 20 March 2020, 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 were redeemed.
On 20 July 2020, 46,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 46,000,000 were redeemed.
On 29 September 2020, the Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption.
After the balance-sheet, on 7 October 2020, 70,000 three-year unsecured coupon bonds having a par value of PLN 1,000 each and a total nominal value of PLN 70,000,000 were issued under a Bond Issue Agreement with the redemption date set at 6 October 2023, concluded with mBank S.A., having its registered office in Warsaw.
After the balance-sheet date, on 19 October 2020, 27,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 27,000,000 were redeemed.
Changes to Documentation of Bond Issue Programme
On 5 March 2020, the Issuer and mBank S.A. concluded an amendment to the programme agreement of 2 October 2018 ("the Programme Agreement") under which the Issuer set up a bond issue programme for its bonds up to the total amount (nominal value) of issued and outstanding bonds of PLN 400,000,000 ("the Issue Programme"). The amendment to the Programme Agreement is designed to adapt both the Programme Agreement and documentation
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relating to the Issue Programme to amended provisions of law that apply to the issue of bonds. Bonds issued under the amended Issue Programme ("the Bonds") will be tendered for purchase pursuant to Article 33(1) or (2) of the Bonds Act of 15 January 2015.
- Taking out and Repaying of Bank Loans and Borrowings
-
In the period of 9 months ended 30 September 2020, Arkady Wrocławskie S.A. repaid the instalments of the loan in
EUR taken out with Santander Bank Polska S.A. in the amount of PLN 5,497,000. As at 30 September 2020, the total outstanding amount after conversion into Polish Zlotys was PLN 64,109,000. - In the period of 9 months ended 30 September 2020, Warszawa Przyokopowa Sp. z o.o. completely repaid the loan taken out in EUR to BNP Paribas Polska S.A. in the amount PLN 191,303,000.
- In the period of 9 months ended 30 September 2020, Sky Tower repaid, in accordance with the repayment schedule, the instalments of the loan taken out in EUR to a syndicate of banks: Getin Noble Bank S.A. and Alior Bank S.A. in the amount of PLN 2,446,000. As at 30 September 2020, the total outstanding amount after conversion into Polish Zlotys was PLN 199,275,000.
- In the period of 9 months ended 30 September 2020, LC Corp Invest XVII Spółka z ograniczoną odpowiedzialnością Projekt 22 Sp. k., according to a loan agreement with mBank Hipoteczny S.A., concerning a loan taken out in EUR and designated for the partial financing of Wola Retro Project in Warsaw, drew down funds in the total amount of PLN 5,189,000. As at 30 September 2020, the total outstanding amount after conversion into Polish Zlotys was PLN 116,120,000.
- Collateral
As at 30 September 2020, the following main collateral, categorised into below groups, was used as security for the repayment of loans.
Security for Loans Granted to Finance Commercial Properties
1. Security for the bank loan agreement concluded by Arkady Wrocławskie S.A.:
- capped mortgage (loan in EUR) - up to the amount of EUR 37,500,000;
- Pledge on the shares of Arkady Wrocławskie S.A. held by Develia S.A. - up to the amount of EUR 37,500,000;
- Registered pledge on bank accounts (loan in EUR) - up to the amount of EUR 37,500,000;
- Assignment of rights arising from rental agreements, insurance and guarantees under agreements with contractors;
- Declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure with regard to 113,700,000 ordinary registered shares held by Develia S.A. of a nominal value of PLN 1.00, each being a part of the share capital of Arkady Wrocławskie S.A., encumbered with registered pledge, under financial and registered pledge agreement, on shares as security for the repayment of secured debt;
- Deposit of EUR 500,000.
2. Security for transactions hedging against interest rate risk (COLLAR) (hedging agreement), established by Arkady
Wrocławskie S.A.:
- Contractual mortgage of up to PLN 8,250,000;
- Declarations on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure up to the total amount of PLN 8,250,000;
3. Security for the agreement on a bank loan taken out by Sky Tower S.A.:
- Contractual mortgage of the highest priority of up to EUR 90,000,000;
- Financial and registered pledges on accounts receivable from bank accounts with a power of attorney to manage the accounts;
- Declaration on submission to enforcement pursuant to Article 97 of the Banking Law and Article 777 of the Code of Civil Procedure;
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- Registered pledges on all shares of Sky Tower S.A., together with a financial pledge of up to EUR 90,000,000;
- Assignment to secure the borrower's rights arising from all agreements concluded by the Borrower;
- Subordination agreement on claims from other borrower's creditors being the borrower's partners, making them junior to the claims of the bank resulting from the Agreement.
4. Security for the transactions hedging against foreign exchange risk and interest rate risk (hedging agreements), established by Sky Tower S.A. pursuant to the framework agreement of 27 December 2012:
- Contractual mortgage of the highest priority of up to EUR 44,000,000;
- Declaration on submission to enforcement pursuant to Article 97 of the Banking Law.
5. Security for the bank loan agreement signed by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp.k.:
- Contractual mortgage of up to EUR 36,280,500.00 established on parcels of land owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. in favour of mBank Hipoteczny S.A.;
- Contractual mortgage of up to EUR 15,000,000.00 established on parcels of land owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. in favour of mBank S.A.;
- Contractual mortgage of up to PLN 10,500,000.00 established on the land property owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. in favour of mBank S.A.;
- Declaration of the borrower on voluntary submission to enforcement towards mBank Hipoteczny S.A. of up to EUR 36,280,500.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure, in respect of any pecuniary liabilities of the Company towards the Bank resulting from the Loan agreement;
- Declaration of the borrower on voluntary submission to enforcement towards mBank Hipoteczny S.A. of up to EUR 15,000,000.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure, in respect of any pecuniary liabilities of the Company towards the Bank resulting from the Loan agreement;
- Declaration of the borrower on voluntary submission to enforcement towards mBank S.A. of up to PLN 10,500,000.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure, in respect of any pecuniary liabilities of the Company towards the Bank resulting from the Loan agreement;
- Agreement on the assignment of claims from all agreements concluded by the borrower connected with the project implemented on the property;
- Registered pledges on the rights to cash in all bank accounts of the Borrower up to the highest sum of security in the amount of EUR 36,280,500.00 in favour of mBank Hipoteczny S.A.;
- Registered pledges on the rights to cash in all bank accounts of the Borrower up to the highest sum of security in the amount of EUR 15,000,000.00 and PLN 10,500,000 in favour of mBank S.A.;
- Subordination agreement on accounts receivable concluded by the borrower, Develia S.A. and other subsidiaries of the Issuer - LC Corp Invest XVII Sp. z o.o. and LC Corp Invest I Sp. z o.o., making them subordinated creditors, and mBank S.A. and mBank Hipoteczny S.A. as senior creditors, including the assignment to secure all subordinated accounts receivable for the bank in accordance with the above agreement;
- Support agreement concluded by the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. as the guarantor, pursuant to which the guarantor will be obliged, among other things, to provide financial support to the borrower under the circumstances specified in the agreement;
- Declaration of Develia S.A. on its submission to enforcement pursuant to Article 777 of the Code of Civil Procedure in conjunction with the above-mentioned support agreement up to EUR 3,576,261.90;
- Surety agreement concluded by the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A., under which Develia S.A. will stand surety for the borrower up to a partial amount of the borrower's liabilities as a result of achieving a certain level of DSCR ;
- Commitment to enter into a support agreement with the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. as the guarantor, pursuant to which the guarantor will be obliged, among other things, to provide financial support to the borrower under the circumstances specified in the agreement;
- Declaration of Develia S.A. on its submission to enforcement pursuant to Article 777 of the Code of Civil Procedure in conjunction with the above-mentioned support agreement up to EUR 558,660.50;
- Registered pledge in favour of mBank Hipoteczny S.A. established by LC Corp Invest XVII Sp. z o.o. - a subsidiary of the Issuer, with regard to the rights and obligations due to LC Corp Invest XVII Sp. z o.o. as the general partner
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of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 36,280,500.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge in favour of mBank S.A. established by LC Corp Invest XVII Sp. z o.o. - a subsidiary of the Issuer, with regard to the rights and obligations due to LC Corp Invest XVII Sp. z o.o. as the general partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 15,000,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge in favour of mBank S.A. established by LC Corp Invest XVII Sp. z o.o. - a subsidiary of the Issuer, with regard to the rights and obligations due to LC Corp Invest XVII Sp. z o.o. as the general partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of PLN 10,500,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge in favour of mBank Hipoteczny S.A. established by Develia S.A. with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 36,280,500.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge in favour of mBank Hipoteczny S.A. established by Develia S.A. with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 15,000,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge in favour of mBank Hipoteczny S.A. established by Develia S.A. with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of PLN 10,500,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge on the enterprise (a set of movables and transferable rights) in favour of mBank Hipoteczny S.A. established by the borrower with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 36,280,500.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge on the enterprise (a set of movables and transferable rights) in favour of mBank S.A. established by the borrower with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 15,000,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
- Registered pledge on the enterprise (a set of movables and transferable rights) in favour of mBank S.A. established by the borrower with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of PLN 10,500,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
6. Security for transactions hedging against foreign exchange risk and interest rate risk (hedging agreements), established by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp.k. pursuant to the framework agreement as security for the loan agreement in favour of mBank S.A.:
- Next ranking contractual mortgage of up to PLN 32,235,000, subordinated to the mortgage established as security for the investment loan and revolving loan for VAT on land owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp.k.;
- Registered pledges on the rights to cash in all bank accounts of the Borrower up to the highest sum of security in the amount of PLN 32,235,000 in favour of mBank S.A.;
- Declaration on submission to enforcement pursuant to Article Article 777 of the Code of Civil Procedure of up to PLN 32,235,000.
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2.27 Information Concerning Paid Out (or Declared) Dividend, in Total and Per Share, in Breakdown by Ordinary and Preference Shares
On 31 August 2020, the Ordinary General Meeting of Develia S.A. adopted a resolution on the payment of dividend on the following principles:
- Amount of dividend: PLN 44,755,831.10
- Amount of dividend per share: PLN 0.10
- Number of shares subject to dividend: 447,558,311 shares
- Record date: 18 September 2020
- Dividend payment date: 02 October 2020
Pursuant to the said resolution, Develia S.A. paid the dividend on 02 October 2020.
2.28 Effects of Announcement of COVID-19 Epidemic on Group's Current Operations
An important factor that affected the Group's current operations in the period of 9 months ended 30 September 2020 was the state of COVID-19 epidemic announced in that period.
January and February 2020 saw very good sales, however, after that period the Group recorded a significant drop in the number of new sales contracts concluded in April 2020, and although May and June saw increasing sales volume, the result for the entire quarter and half year was worse than in corresponding periods of 2019.
Q3 2020 saw an increase in the number of flats sold by the Group (sales higher than in the corresponding period of the previous year), which gives an optimistic outlook on the situation of the housing market and its prospects.
Due to a state of epidemic being declared, the Group decided to change its investment plan, delaying the implementation of some housing projects, starting to phase individual projects over a longer period and changing the order of construction works for multi-stage projects - with next stages being chosen for implementation in consideration of a changing market situation.
Furthermore, the Group also noted a delay in the process of issuing administrative decisions, e.g. decisions on building permit, which stemmed from the fact that time limits for administrative authorities to give such decisions were suspended on account of the epidemic.
The Management Board monitor, on a daily basis, works progress on sites, and no major effects of the epidemic on project schedules were observed. As regards projects already completed and scheduled to be completed in this year, no delays in delivering premises to clients are envisaged by the Group.
The COVID-19 pandemic had also a considerable impact on the Group's operations in the commercial segment, it was reflected in revenues and cash flows generated by commercial buildings with a significant share in commercial floor space - these changes resulted in a lower value of investment real property - Arkady Wrocławskie and Sky Tower by a total of EUR 11,240,000. On account of restrictions on trading at shopping centres, which were introduced in November, the Management Board expect a drop in revenue from commercial buildings to be earned in Q4 2020. At present, it is difficult to assess a scale of decrease, which is contingent on how long will the said restrictions be in force. Apart from the aforesaid impact, the fact of announcing the COVID-19 pandemic has not affected the liquidity of the Group companies dramatically and it has had no significant bearing on the valuation of major financial items (such as inventory, receivables and provisions). Furthermore, the Group companies have met financing conditions set out in loan agreements.
2.29 Events Occurred After 30 September 2020, Not Disclosed in These Statements, Which Could Have Had Material Bearing on Future Financial Results of Develia Group
After the balance-sheet date, i.e. after 30 September 2020, no significant events which have not been revealed herein and might have a major impact on financial results presented herein were observed. Nevertheless, there were other events:
- On 1 October 2020, the District Court for Wrocław-Fabryczna in Wrocław, the 6th Commercial Division of the National Court Register, registered a merger between Develia S.A., with the registered office in Wrocław ("the
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Acquiring Company"), and LC Corp Invest XXI Sp. z o.o., with the registered office in Wrocław ("the Acquired Company 1") and LC Corp Invest XXIV Sp. z o.o. ("the Acquired Company 2").
The merger was completed pursuant to Article 492(1)(1) of the Code of Commercial Partnerships and Companies through the transfer to the Acquiring Company - as the sole shareholder in the Acquired Company 1 and the Acquired Company 2 - of the entire assets of both acquired companies (merger through take-over) under conditions set out in the Merger Plan of 13 July 2020. In view of the fact that the Acquiring Company held all the shares of LC Corp Invest XXI Sp. z o.o. and of LC Corp Invest XXIV Sp. z o.o., the merger took place in accordance with Article 515(1) of the Code of Commercial Partnerships and Companies, without any increase in the Acquiring Company's share capital and without amending its articles of association.
The merger of the companies will be accounted for in the Acquiring Company's books and records by the pooling of interests method; to this end, the respective items of relevant assets and liabilities and revenues and expenses of the merged companies are summed up, as at the date of merger, however, in the first instance, they must be adjusted using uniform valuation methods and reciprocal receivables and payables, as well as the revenues and costs of business transactions carried out in the same financial year, shares held in the acquired company and the acquired company's share capital must be eliminated. Differences between the sum of assets and liabilities acquired will be reflected in the equity of the Acquiring Company.
The following table presents the impact of the merger on the main items of the statement of financial position of the Acquiring Company:
30 September 2020 | Effect of merger | Figures after | |
merger | |||
Assets | |||
Non-current loans and receivables | 119,373 | (14,755) | 104,618 |
Non-current investments | 954,654 | (11,851) | 942,803 |
Inventory | 720,104 | 14,904 | 735,008 |
Trade and other receivables | 405 | 68 | 473 |
Current financial assets | 56,631 | - | 56,631 |
Cash and other cash equivalents | 139,061 | 535 | 139,596 |
Other assets | 19,454 | 2 | 19,456 |
Total assets | 2,009,682 | (11,097) | 1,998,585 |
Equity and liabilities | |||
Equity | 1,131,070 | (14) | 1,131,056 |
Financial Liabilities | 545,008 | (11,162) | 533,846 |
Trade and Other Payables | 86,727 | 3 | 86,730 |
Accruals and deferred income | 214,119 | - | 214,119 |
Other liabilities | 32,758 | 76 | 32,834 |
Total equity and liabilities | 2,009,682 | (11,097) | 1,998,585 |
The foregoing change has no effect on the consolidated financial statements of the Develia S.A. Group.
- On 2 October 2020, Develia S.A. paid out dividend in an amount of PLN 44,755,831.10 (PLN 0.10 per share) pursuant to the resolution adopted by the Ordinary General Meeting on 31 August 2020.
-
On 6 October 2020, due to Marek Szydło's resignation from the Supervisory Board, the Extraordinary General
Meeting appointed Marcin Eckert as a new member thereof. - On 7 October 2020, 70,000 three-year unsecured coupon bonds having a par value of PLN 1,000 each and a total nominal value of PLN 70,000,000 were issued under a Bond Issue Agreement with the redemption date set at 6 October 2023, concluded with mBank S.A., having its registered office in Warsaw.
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- On 19 October 2020, 27,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 27,000,000 were redeemed.
- On 20 October 2020, the Company's Supervisory Board elected the Chair and Deputy Chair of the Supervisory
Board from among its members. The duties of the Supervisory Board Chairman were assigned to Mr Jacek Osowski, previously acting as Deputy Chair of the Board, whereas the duties of Board Deputy Chair were assigned to Mr Artur Osuchowski.- On 27 October 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of a portion of a principal instalment originally due for payment on 31 December 2021 was rescheduled on or before 30 October 2020. The principal amount of EUR 218,750 was repaid on 30 October 2020.
- On 28 October 2020, the General Meeting of LC Corp Service S.A. and shareholders of LC Corp Invest XV Sp. z
- Projekt 9 Sp.k. passed resolutions on the merger pursuant to Article 492(1) of the Commercial Partnerships and Companies Code between LC Corp Service S.A., the acquiring company, and LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k., the acquired company, through the transfer of the entire assets of the acquired company to the acquiring company. As a result of the merger, the share capital of the acquiring company was increased from PLN 630,000.00 to PLN 631,053.00 solely in order to provide shares to the limited partner of the acquired company (LC Corp Invest XV Sp. z o.o.).
- On 28 October 2020, an Issuer's subsidiary, namely, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k., entered into
- loan agreement with mBank S.A. covering the amount of up to EUR 34,187,000.00, designated, among other things, for the repayment of existing debt owed to mBank S.A. and mBank Hipoteczny S.A. and arising from a loan agreement of 20/12/2017 and for the financing and refinancing of costs relating to the construction of an office building called "Wola Retro", which was erected by the Borrower on a plot of land located in Warsaw at 16- 20 Skierniewicka street and 11/13 Siedmiogrodzka street. The aforesaid Agreement was concluded as a result of
-
construction loan being converted to an investment loan and previous lenders being replaced by others (mBank Hipoteczny SA and mBank SA have been replaced with one lender - mBank SA). The principal terms and conditions of the loan agreement, specifically, the amount of lending, have not changed. The Agreement was concluded under arm's length conditions. A floating rate of interest will be charged on the loan per annum and calculated as the aggregate of EURIBOR 3M reference rate plus margins fixed on arm's length conditions.
Commissions on the loan granted to the Borrower have been set under arm's length conditions. Pursuant to the Agreement concluded, the Loan debt will be paid off not later than seven years after the first drawdown of the Loan, which has been scheduled until 28/11/2020. Principal security for the Agreement includes:
- Mortgage on real property of up to EUR 51,280,500.00;
-
A subordination agreement concluded by the borrower, the Issuer and Issuer's other subsidiaries (LC Corp
Invest I Sp. z o.o. and LC Corp Invest XVII Sp. z o.o.) as subordinate creditors along with the borrower - as the senior creditor, providing for an assignment as security for all subordinated debts; - Agreements to assign rights and debts arising from lease and other contracts associated with the project.
- First-rankingregistered pledges on the rights and debts owed to the limited partner and the general partner of the borrower's company (with pledges created in relation to the refinanced debt being senior to all other pledges), each up to EUR 51,280,500 along with a declaration on submission to enforcement pursuant to Article 777(1)(6) of the Code of Civil Procedure;
- First-rankingregistered and financial pledge on all bank accounts of the borrower (with pledges created in relation to the refinanced debt being senior to all other pledges), each up to EUR 51,280,500 along with powers of attorney for the lender;
- Borrower's declarations on submission to enforcement towards the lender pursuant to Article 777(1) of the
Code of Civil Procedure up to EUR 51,280,500.00; - Debt service reserve in the amount of three principal and interest instalments,
- A support agreement concluded with the Issuer, under which the Issuer undertook, among other things, to provide financial support to the borrower, including to provide Debt Service Reserve and replenish it if it has been drawn on, along with the Issuer's declaration on free submission to enforcement towards the lender in
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CONSOLIDATED QUARTERLY REPORT
relation to the Support Agreement up to EUR 560,000.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure;
- FX risk and interest rate risk hedging agreement, secured by a mortgage up to PLN 32,235,000 (which is junior directly to mortgage used as security for the agreement) on the real property and a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure.
- On 29 October 2020, Sky Tower S.A. concluded an amendment to the loan agreement of 29 December 2012, with a syndicate of banks comprised of Getin Noble Bank S.A. and Alior Bank S.A., including further modifications thereto, under which the payment of a principal instalment originally due for payment on 31 December 2020 was rescheduled on or before 30 October 2020. The principal amount of EUR 599,700 was repaid on 30 October 2020.
2.30 Information on Changes in Contingent Liabilities or Contingent Assets After the End of Last Accounting Year
As from the end of the last financial year, there have been no significant changes in contingent liabilities or contingent assets of the Group companies, except for contingent liabilities arising from real estate development, relating to contingent fees for the removal of trees, whose total amount was PLN 5,193,000 (as at 31 December 2019, such contingent liabilities amounted to PLN 5,411,000).
In pursuance of the Sales and Purchase Agreements covering two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, the Company furnished the Purchasers, Ingadi spółka z ograniczoną odpowiedzialnością ("Ingadi") and Artigo spółka z ograniczoną odpowiedzialnością ("Artigo"), with rent guarantees issued for a five-year period (covering, inter alia, vacant floor space), secured by suretyship provided by the Company (as the surety of LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. ("P20") and LC Corp Invest XVII Sp. z o.o. Projekt 21 Sp. k. ("P21"), acting as the Sellers and debtors). In relation to the aforesaid suretyship, the Company will guarantee that:
- obligations and liabilities arising from the Final Agreements will be discharged by P20 and P21, and
- obligations and liabilities of P20 and P21 relating to finish works to be done by tenants designated in the Final Agreements will be discharged by P20 and P21, and
- obligations and liabilities of P20 and P21 arising from the rent guarantee agreements contemplated in the Preliminary Sales and Purchase Agreements will be discharged by P20 and P21, and
- the Company will incur debts of P20 and P21 arising from obligations and liabilities of P20 and P21 under the Final Agreements and rent guarantee agreements if the Sellers have ceased their operations, have gone into liquidation or have been dissolved, which circumstances will be described in the surety arrangement.
In pursuance of the Preliminary Sales and Purchase Agreement covering the real property called "Wola Center" in Warsaw, the Company has undertaken to the Purchaser, Gisla Spółka z ograniczoną odpowiedzialnością (currently Wola Center Sp. z o.o.), to stand surety for the Seller, Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością, and the debtor. Under the said commitment the Company guaranteed, among other things, that:
- The Seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa, acting as the Seller, arising from agreements covering the subject-matter of the Transaction, and
- The Company would incur debts of WP arising from obligations and liabilities of WP under the FSPA, if the Seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,
Apart from the contingent liabilities representing security for bank loans described in detail in Note 2.26.5 and the above-described contingent fees relating to the removal of trees and arising from the real property sales and purchase agreements entered into, as at 30 September 2020, Group Companies did not have any other significant contingent liabilities.
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CONSOLIDATED QUARTERLY REPORT
2.31 Other Information Deemed by Group as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations
Apart from the events referred to herein, in the reporting period ended 30 September 2020 there were no other events concerning the Group, which would have any impact on the assessment of personnel, assets and financial standing and on the evaluation of the Issuer's feasibility of discharging its obligations.
2.32 Revenue and Profit-Loss Attributable to Respective Operating Segments
For management purposes, the Group distinguishes three reporting operating segments:
- rental services segment
- property development activity segment
- holding (other) activity segment
The tables presented below show data concerning revenues and profits of the Group's individual segments for the period of 9 months ended 30 September 2020 and 30 September 2019 and concerning assets and liabilities as at 30 September 2020 and 31 December 2019.
Period of 9 months ended | Property | Holding (other) | ||
Rental services | development | TOTAL | ||
30 September 2020 | activity | |||
activity | ||||
Operating activity | ||||
Sales revenue | 65,820 | 252,583 | 58 | 318,461 |
Revenue from sales of services | 65,818 | - | 58 | 65,876 |
Revenue from sales of goods and products | 2 | 252,583 | - | 252,585 |
Cost of sales | (27,249) | (175,018) | - | (202,267) |
Pre-tax profit/(loss) on sales | 38,571 | 77,565 | 58 | 116,194 |
Gain/(loss) on disposal of non-financial fixed assets | - | (23) | 48 | 25 |
Profit /(loss) on investment property | (4,932) | - | - | (4,932) |
Write-downs of Inventories | - | - | - | - |
Selling and distribution cost | (328) | (9,712) | - | (10,040) |
General administrative expenses | (6,456) | (12,528) | (7) | (18,991) |
Other operating income | 985 | 2,726 | 33 | 3,744 |
Other operating expenses | (1,834) | (970) | (16) | (2,820) |
Operating profit/(loss) | 26,006 | 57,058 | 116 | 83,180 |
Financial income | 836 | 818 | 485 | 2,139 |
Financial expenses | (51,012) | (109) | (1,687) | (52,808) |
Pre-tax profit/(loss) | (24,170) | 57,767 | (1,086) | 32,511 |
Income tax (tax expense) | 356 | (10,040) | 210 | (9,474) |
Net profit/(loss) | (23,814) | 47,727 | (876) | 23,037 |
Other comprehensive income subject to reclassification to financial result in subsequent reporting periods
Cash flow hedges
Income tax relating to other components of comprehensive income
11,327 | - | - | 11,327 |
(2,152) | - | - | (2,152) |
Other comprehensive income (net) | 9,175 | - | - | 9,175 | |
Total comprehensive income | (14,639) | 47,727 | (876) | 32,212 | |
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Period of 9 months ended | Property | Holding (other) | ||
Rental services | development | TOTAL | ||
30 September 2019 | activity | |||
activity | ||||
Operating activity | ||||
Sales revenue | 108,596 | 605,373 | 213 | 714,182 |
Revenue from sales of services | 108,520 | - | 213 | 108,733 |
Revenue from sales of goods and products | 76 | 605,373 | - | 605,449 |
Cost of sales | (35,576) | (403,737) | - | (439,313) |
Pre-tax profit/(loss) on sales | 73,020 | 201,636 | 213 | 274,869 |
Gain/(loss) on disposal of non-financial fixed assets | - | 189 | 16 | 205 |
Profit /(loss) on investment property | (9,179) | - | - | (9,179) |
Write-downs of Inventories | - | (363) | - | (363) |
Selling and distribution cost | (635) | (11,224) | - | (11,859) |
General administrative expenses | (6,605) | (16,312) | (999) | (23,916) |
Other operating income | 91 | 1,713 | 295 | 2,099 |
Other operating expenses | (2,765) | (304) | (625) | (3,694) |
Operating profit/(loss) | 53,927 | 175,335 | (1,100) | 228,162 |
Financial income | 777 | 2,128 | 1,111 | 4,016 |
Financial expenses | (23,898) | (2,144) | (7,073) | (33,115) |
Pre-tax profit/(loss) | 30,806 | 175,319 | (7,062) | 199,063 |
Income tax (tax expense) | (7,396) | (33,493) | 392 | (40,497) |
Net profit/(loss) | 23,410 | 141,826 | (6,670) | 158,566 |
Other comprehensive income subject to reclassification to financial result in subsequent reporting periods
Cash flow hedges
Income tax relating to other components of comprehensive income
(8,436) | - | - | (8,436) |
1,759 | - | - | 1,759 |
Other comprehensive income (net) | (6,677) | - | - | (6,677) |
Total comprehensive income | 16,733 | 141,826 | (6,670) | 151,889 |
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CONSOLIDATED QUARTERLY REPORT
Property | Holding (other) | |||
As at 30 September 2020 | Rental services | development | TOTAL | |
activity | ||||
activity | ||||
Assets and liabilities | ||||
Total assets, including: | 1,237,358 | 1,504,178 | 262,219 | 3,003,755 |
Non-Current Receivables | 8,969 | - | - | 8,969 |
Investment property | 1,126,774 | - | - | 1,126,774 |
Inventory | 977 | 1,255,201 | - | 1,256,178 |
Current financial assets | - | 25,192 | 35,011 | 60,203 |
Cash and Cash Equivalents | 79,431 | 114,498 | 186,555 | 380,484 |
Non-current assets classified as held for sale | - | - | - | - |
Total liabilities, including: | 590,638 | 910,142 | 23,408 | 1,524,188 |
Liabilities on account of loans and bonds | 422,003 | 303,896 | - | 725,899 |
Accruals and deferred income | 6,606 | 440,480 | 11,351 | 458,437 |
Property | Holding (other) | |||
As at 31 December 2019 | Rental services | development | TOTAL | |
activity | ||||
activity | ||||
Assets and liabilities | ||||
Total assets, including: | 1,649,887 | 1,518,135 | 75,903 | 3,243,925 |
Non-Current Receivables | 8,699 | - | - | 8,699 |
Investment property | 1,096,679 | - | - | 1,096,679 |
Inventory | 6 | 1,062,022 | - | 1,062,028 |
Current financial assets | 239 | 25,576 | - | 25,815 |
Cash and Cash Equivalents | 66,266 | 242,737 | 31,887 | 340,890 |
Non-current assets classified as held for sale | 446,282 | - | - | 446,282 |
Total liabilities, including: | 726,709 | 974,408 | 33,924 | 1,735,041 |
Liabilities on account of loans and bonds | 564,729 | 462,715 | - | 1,027,444 |
Accruals and deferred income | 6,662 | 344,126 | 10,524 | 361,312 |
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3. INTERIM CONDENSED FINANCIAL STATEMENTS OF DEVELIA S.A. STATEMENT OF FINANCIAL POSITION
Note | 30 September 2020 | 31 December 2019 | ||
Assets | ||||
A. | Non-current assets | 1,081,653 | 1,029,519 | |
1. | Intangible assets | 330 | 282 | |
2. | Property, plant and equipment | 3.12 | 7,296 | 6,145 |
3. | Non-current loans and receivables | 119,373 | 75,177 | |
4. | Non-current investments | 3.9 | 954,654 | 947,499 |
5. | Non-current prepayments and accrued income | - | 416 | |
6. | Deferred tax assets | 3.11 | - | - |
B. | Current assets | 928,029 | 699,019 | |
1. | Inventory | 720,104 | 542,904 | |
2. | Trade and other receivables | 9,870 | 98,504 | |
3. | Income tax receivables | 405 | 3,719 | |
4. | Current financial assets | 56,631 | 24,157 | |
5. | Cash and other cash assets | 139,061 | 28,821 | |
6. | Current prepayments and accrued income | 1,958 | 914 | |
C. | Non-current assets classified as held for sale | - | - | |
Total assets | 2,009,682 | 1,728,538 | ||
Equity and liabilities | ||||
A. | Equity | 1,131,070 | 948,279 | |
1. | Share capital | 447,558 | 447,558 | |
2. | Called-up share capital not paid | - | - | |
3. | Supplementary capital | 353,523 | 322,216 | |
4. | Other reserve funds | 100,205 | - | |
5. | Other capital | 2,237 | 2,237 | |
6. | Retained profit/(Loss carried forward) | 227,547 | 176,268 | |
B. | Non-current liabilities | 435,654 | 534,361 | |
1. | Non-current financial liabilities | 3.22 | 414,348 | 514,150 |
2. | Non-current lease liabilities | 4,085 | 2,744 | |
3. | Provisions | 3.10 | 19 | 19 |
4. | Deferred tax liability | 3.11 | 17,202 | 17,448 |
C. | Current liabilities | 442,958 | 245,898 | |
1. | Current financial liabilities | 3.22 | 130,660 | 103,221 |
2. | Current lease liabilities | 11,452 | 11,061 | |
3. | Current trade and other payables | 86,727 | 34,996 | |
4. | Income tax payables | - | - | |
5. | Provisions | 3.10 | - | - |
6. | Accruals and deferred income | 214,119 | 96,620 | |
Total equity and liabilities | 2,009,682 | 1,728,538 | ||
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CONSOLIDATED QUARTERLY REPORT
STATEMENT OF COMPREHENSIVE INCOME
Q3 2020 | 3 Quarters of | Q3 2019 | 3 Quarters of | |
2020 | 2019 | |||
period | period | |||
cumulatively | cumulatively | |||
from 01/07/2020 | from 01/07/2019 | |||
from 01/01/2020 | from 01/01/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
Operating income | ||||
Revenue from sale of services, products and goods | 26,744 | 35,489 | 4,841 | 18,428 |
Revenue from interest and discounts | 1,286 | 3,688 | 2,898 | 8,531 |
Revenue from dividend | - | 235,559 | 61,000 | 180,078 |
Other financial income | 836 | 7,235 | - | 4 |
Other operating income | 118 | 475 | 82 | 93 |
Total operating income | 28,984 | 282,446 | 68,821 | 207,134 |
Operating expenses | ||||
Operating expenses, cost of sold products and goods | (25,334) | (46,858) | (10,052) | (34,048) |
Costs of interest and discounts | (2,068) | (7,370) | (4,841) | (14,896) |
Other financial expenses | (436) | (862) | (3,080) | (5,224) |
Other operating expenses | 15 | (55) | - | (802) |
Total operating expenses | (27,823) | (55,145) | (17,973) | (54,970) |
Pre-tax profit/(loss) | 1,161 | 227,301 | 50,848 | 152,164 |
Income tax (tax expense) | (650) | 246 | (7,386) | (7,139) |
Net profit/(loss) on continued operations | 511 | 227,547 | 43,462 | 145,025 |
Discontinued operations | ||||
Profit (loss) on discontinued operations in the financial | - | - | - | - |
year | ||||
Net profit/(loss) | 511 | 227,547 | 43,462 | 145,025 |
Other comprehensive income | ||||
Other components of comprehensive income | - | - | - | - |
Income tax relating to other components of comprehensive | - | - | - | - |
income | ||||
Other comprehensive income (net) | - | - | - | - |
Total comprehensive income | 511 | 227,547 | 43,462 | 145,025 |
47
Develia S.A. Group
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CONSOLIDATED QUARTERLY REPORT
Q3 2020 | 3 Quarters of | Q3 2019 | 3 Quarters of | |
2020 | 2019 | |||
period | period | |||
cumulatively | cumulatively | |||
from 01/07/2020 | from 01/07/2019 | |||
from 01/01/2020 | from 01/01/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
to 30/09/2020 | to 30/09/2019 | |||
Net profit/(loss) (PLN'000) | 511 | 227,547 | 43,462 | 145,025 |
Average weighted number of ordinary shares (pcs) | 447,558,311 | 447,558,311 | 447,558,311 | 447,558,311 |
Net profit/(loss) per share (in PLN) - basic | - | 0.51 | 0.09 | 0.32 |
Net profit/(loss) per share (in PLN) - diluted | - | 0.51 | 0.09 | 0.32 |
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Develia S.A. Group
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CONSOLIDATED QUARTERLY REPORT
STATEMENT OF CHANGES IN EQUITY
Called-up share | Supplementary | Other reserve | Retained | |||||
Share capital | Other capital | profit/(Loss | Total | |||||
capital not paid | capital | funds | ||||||
carried forward) | ||||||||
As at 01 January 2020 | 447,558 | - | 322,216 | - | 2,237 | 176,268 | 948,279 | |
Net profit/(loss) for the period of 9 months ended 30 September 2020
Other comprehensive income for the period of 9 months ended 30 September 2020
- | - | - | - | - | 227,547 | 227,547 |
- | - | - | - | - | - | - |
Other comprehensive income for the period of 9 months | - | - | - | - | - | 227,547 | 227,547 |
ended 30 September 2020 | |||||||
Transfer to reserve funds / supplementary capital | - | - | 31,307 | 100,205 | - | (131,512) | - |
Allocated to the payment of dividend | - | - | - | - | - | (44,756) | (44,756) |
As at 30 September 2020 | 447,558 | - | 353,523 | 100,205 | 2,237 | 227,547 | 1,131,070 |
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Called-up share | Supplementary | Other reserve | Retained | |||||
Share capital | Other capital | profit/(Loss | Total | |||||
capital not paid | capital | funds | ||||||
carried forward) | ||||||||
As at 01 January 2019 | 447,558 | - | 324,396 | - | 2,273 | 118,661 | 892,888 | |
Net profit/(loss) for 2019 | - | - | - | - | - | 176,268 | 176,268 | |
Other comprehensive income for 2019 | - | - | - | - | - | - | - | |
Total comprehensive income for 2019 | - | - | - | - | - | 176,268 | 176,268 | |
Settlement of company merger (1) | - | - | - | - | (36) | (36) | ||
Payment of dividend | - | - | (2,180) | - | - | (118,661) | (120,841) | |
As at 31 December 2019 | 447,558 | - | 322,216 | - | 2,237 | 176,268 | 948,279 | |
- Relates to the merger between Develia S.A. and LC Corp Invest XX Sp. z o.o.
Called-up share | Supplementary | Other reserve | Retained | |||||
Share capital | Other capital | profit/(Loss | Total | |||||
capital not paid | capital | funds | ||||||
carried forward) | ||||||||
As at 01 January 2019 | 447,558 | - | 324,396 | - | 2,273 | 118,661 | 892,888 | |
Net profit/(loss) for the period of 9 months ended 31 September 2020
Other comprehensive income for the period of 9 months ended 31 September 2020
- | - | - | - | - | 145,025 | 145,025 |
- | - | - | - | - | - | - |
Other comprehensive income for the period of 9 months | - | - | - | - | - | 145,025 | 145,025 |
ended 30 September 2019 | |||||||
Settlement of company merger (1) | - | - | - | - | (36) | - | (36) |
Payment of dividend | - | - | (2,180) | - | - | (118,661) | (120,841) |
As at 30 September 2019 | 447,558 | - | 322,216 | - | 2,237 | 145,025 | 917,036 |
- Relates to the merger between Develia S.A. and LC Corp Invest XX Sp. z o.o.
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CONSOLIDATED QUARTERLY REPORT
STATEMENT OF CASH FLOWS
Period of 9 months | Period of 9 months | ||
Note | ended | ended | |
30 September 2020 | 30 September 2019 | ||
A. | Cash flows from operating activities | ||
I. | Pre-tax profit/(loss) | 227,301 | 152,164 |
II. | Total adjustments | (20,807) | (102,711) |
1. | Change in tangible assets and intangible assets | (1,199) | (6,062) |
2. | Change in provisions | - | - |
3. | Change in inventories | (177,200) | (153,516) |
4. | Change in receivables | 88,634 | (68,160) |
5. | Change in liabilities, except for loans and borrowings | 51,730 | (1,171) |
6. | Change in accruals and deferrals | 116,871 | 34,138 |
7. | Change in financial liabilities | (22,822) | 21,856 |
8. | Change in financial assets | (79,616) | 64,894 |
9. | Change in financial assets resulting from shares | (7,155) | 2,613 |
10. | Income Tax | 3,314 | (8,544) |
11. | Other adjustments | 6,636 | 11,241 |
III. | Net cash flow from operating activities (l+ll) | 206,494 | 49,453 |
B. | Cash flows from financing activities | ||
I. | Cash inflows | 123,656 | 81,432 |
1. | Issue of debt securities | - | 60,000 |
2. | Loans and borrowings | 123,656 | 21,432 |
II. | Outflows | (219,910) | (190,290) |
1. | Redemption of debt securities | (118,000) | (50,000) |
2. | Repayment of loans and borrowings | (85,200) | (700) |
3. | Payment of liabilities arising from finance lease | (1,721) | (1,764) |
4. | Interest | (14,989) | (16,985) |
5. | Dividends and payments to shareholders | - | (120,841) |
III. | Net cash flows from financing activities (l+ll) | (96,254) | (108,858) |
C. | Total net cash flow (A.III+ B.III) | 110,240 | (59,405) |
D. | Balance-sheet change in cash, including: | 110,240 | (59,405) |
E. | Cash at the beginning of period | 28,821 | 120,119 |
F. | Cash at the end of period (F+D) | 139,061 | 60,714 |
- restricted cash | 20 | - | |
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OTHER INFORMATION AND NOTES
3.1 General Information about Issuer
Develia S.A. ("the Issuer", "the "Company") was established by the Notarial Deed dated 3 March 2006. The Company's registered office is situated in Wrocław, Poland, at ul. Powstańców Śląskich 2-4. The Company has been entered into the register of entrepreneurs of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, 4th Commercial Division of the National Court Register, under KRS No. 0000253077.
As at 30 June 2020, the shares of Develia S.A. are in public trading.
The Company has been assigned statistical identification number (REGON): 020246398, tax identification number
(NIP): 8992562750.
The Company has been established for an indefinite time. The Company's primary activity includes:
- PKD 7415Z Activities of financial holding companies
- PKD 4110Z Completion of construction projects related to putting up buildings
- PKD 6810Z Buying and selling of own real estate
- PKD 4120Z Construction works related to the completion of residential and non-residential buildings
As at the date hereof, there is no parent undertaking of Develia S.A.
Interim Condensed Financial Statements of Develia S.A. cover the period of 9 months ended 30 September 2020. The detailed description of the component parts of the financial statements is included in Section 3.2.
3.2 Rules Adopted for Preparing Quarterly Report
These interim condensed financial statements of Develia S.A. comprise:
- Statement of Financial Position as at 30 September 2020 and comparable financial data as at 31 December 2019;
- Statement of Comprehensive Income for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
- Statement of Cash Flows for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
- Statement of Changes in Equity as at 30 September 2020 and comparable data as at 30 September 2019 and as at 31 December 2019;
- Notes to the financial statements.
Notes to financial statements and other information defined in Section 66 of the Regulation of the Minister of Finance dated 29 March 2018 on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent, representing an element of this Consolidated Quarterly Report for Q3 2020, are included in section 4.
The enclosed condensed financial statements of the Develia S.A. were prepared in accordance with the International Financial Reporting Standards ("IFRS"), in particular with IAS 34 (concerning the preparation of interim financial statements) and IFRS adopted by the EU.
As at the date of the approval of these financial statements for publication, on account of the ongoing process of introducing IFRS in the EU and the business activity conducted by the Group, the International Financial Reporting Standards, in terms of accounting principles adopted by the Group, vary from IFRS already approved by the EU.
IFRS comprise standards and interpretations accepted by the International Accounting Standard Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
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The interim condensed financial statements of Develia S.A. do not contain all information and disclosures required in the annual separate financial statements and they must be read together with the annual financial statements of Develia S.A. for the year ended 31 December 2019.
The Interim Condensed Financial Statements are presented in thousand zlotys ("PLN"), and all values included in the tables and descriptions, if not indicated otherwise, are given in PLN'000.
The interim condensed financial statements of Develia S.A. were prepared on the going concern assumption, i.e. the continuation of the Company's business activity in the foreseeable future. As at the day of the approval of these statements, there were no circumstances identified implying any threats to the continuation of the Company's activity.
The information on the accounting principles adopted by the Issuer was presented in the annual financial statements of Develia S.A. for the year ended 31 December 2019, published on 12 March 2020.
The information about new standards and interpretations is included in item 3.5 and 3.6.
3.3 Approval of Interim Condensed Financial Statements
These interim condensed financial statements of Develia S.A. were approved by the Management Board for publication on 16 November 2020.
3.4 Information on Material Estimates and Professional Judgement
The Company's Management Board applied their best knowledge regarding not only the standards and interpretations used, but also the methods and principles of valuation of individual items of the enclosed financial statements. Preparing the financial statements in accordance with IFRS required the Company's Management Board to make some assessments and assumptions, which are reflected in these statements. Actual results may vary from these estimates. The financial data for the three quarters of 2020 presented herein was not subject to auditor's examination.
Professional Judgement
In the process of applying the accounting principles (policies) to the issues specified hereinbelow, the professional judgement of the management was, apart from the accounting estimates, of the greatest importance.
Classification of Lease Agreements
The Company classifies lease according to IFRS 16.
Uncertainty of Estimates
The basic assumptions concerning the future have been discussed below as well as other key reasons for doubts occurring at the end of the reporting period and entailing a significant risk of considerable adjustment of the net book value of assets and liabilities in the following reporting period.
Deferred Tax Asset
The Company recognises a deferred tax asset based on the assumption that a tax profit enabling its utilisation should be obtained in the future. Worse tax results obtained in the future could have the effect that this assumption might become groundless. Deferred income tax is presented in Note 3.12.
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Write-downs of shares held in subsidiary undertakings
At the end of each reporting period, the Management Board verifies if there is any evidence pointing to the impairment of the shares in subsidiary undertakings.
If the verification reveals the existence of such impairment, the Management Board writes down these assets to their recoverable value. The recoverable value of an asset can be defined as being the higher one of the two values: fair value less costs to sell or value in use.
The value in use is estimated with the DCF method or with the hybrid model: net assets and discounted revenues (discounted dividends). The DCF method is based on discounted cash flows generated by the subsidiary undertakings within the approved investment schedules and proceeds from the sale of flats, taking into consideration the sale price of 1 square metre of usable floor space in accordance with the current market situation and prices. The discount rate takes account of the weighted average cost of external and own capital (WACC).
The recoverable value of shares and the amount of their write-downs were estimated as at 30 September 2020 and may be subject to a change depending on the fluctuations of the market prices of land, sale prices of flats, constructions costs, project completion schedules and discount rate calculations in the future.
The actual results may vary from these estimates, which were calculated on the grounds of the data available as at the reporting date. It is also related to the uncertainty regarding the proper estimation of the market conditions in the following years. Consequently, the amount of write-downs may change in the following accounting periods. Write- downs of shares are presented in Note 3.10.
Write-Downs of Borrowings Granted to Subsidiary Undertakings
The Management Board conducts an analysis at the end of every reporting period aimed at checking whether borrowings granted fit the asset maintenance model with a view to achieving contractual cash flows. Depending on the result of SPPI test, borrowings are classified either as financial assets measured at amortised cost or financial assets measured at fair value through profit or loss.
The table below presents estimates as at 30 September 2020 and as at 31 December 2019.
30 September 2020 | 31 December 2019 | |
Deferred tax asset | - | - |
Deferred tax liability | 17,202 | 17,448 |
Write-downs of shares and stocks | (29,106) | (36,741) |
Uncertainty Associated with Tax Settlements
The regulations concerning the tax on goods and services, corporate tax and burdens associated with social insurance are subject to frequent changes. These frequent changes make no appropriate reference points, inconsistent interpretations and few established precedents that might be applicable. The binding regulations also contain uncertainties, resulting in different opinions regarding the legal interpretation of tax regulations, both among public authorities and between public authorities and companies.
Tax settlements and other areas of activity (for example customs and foreign currency issues) may be subject to inspection by bodies authorised to impose high penalties and fines, and any additional tax liabilities arising from the inspection must be paid together with high interest. Having considered these conditions, the tax risk in Poland is greater than in countries with a more mature tax system.
Consequently, amounts presented and disclosed in financial statements may change in the future as a result of a final decision of a tax audit authority.
On 15 July 2016, changes were made to the Tax Ordinance Act in order to take account of the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is to prevent the creation and use of artificial legal structures created in order to avoid the payment of tax in Poland. GAAR defines the avoidance of taxation as an action made above all in
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order to achieve a tax advantage, contrary - under given circumstances - to the object and purpose of the provisions of the tax act. In accordance with GAAR, such an action does not result in the tax advantage, if the operation was artificial. Any occurrence of (i) unjustified separation of operations, (ii) involvement of intermediary entities despite the lack of economic justification, (iii) elements that null or compensate each other and (iv) other actions having a similar effect to the previously mentioned, may be treated as a premise of artificial operations subject to GAAR. New regulations will require a much greater degree of professional judgement in assessing the tax consequences of individual transactions.
The GAAR clause should be applied to transactions made after its entry into force and transactions that had been carried out before the entry into force of the GAAR clause, but for which benefits were or are still being gained after the date of entry of this clause into force. The implementation of these provisions will enable Polish tax audit authorities to question the legal arrangements and agreements carried out by taxable persons, such as the restructuring and reorganisation of a group.
The Company recognises and measures the assets or liabilities in respect of current and deferred income tax in compliance with the requirements of IAS 12, Income Tax on the basis of the profit (tax loss), tax base, unrelieved tax losses, unused tax exemptions and tax rates, taking into account the uncertainty associated with tax settlements.
3.5 Significant Accounting Principles (Policies)
The accounting principles (policies) applied to the preparation of these financial statements are consistent with those adopted to draw up the financial statements for the year ended 31 December 2019, save for the following principles. The below changes to IFRS have been applied to these financial statements as of the date of their entry into force:
-
Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in
Accounting Estimates and Errors" - Definition of Materiality - approved by the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020); - Amendments to IFRS 3, "Business Combinations" - Definition of a Business - approved in the EU on 21 April 2020 (applicable to combinations for which the acquisition date is at the beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of the aforesaid period);
- Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and
Measurement" and IFRS 7 "Financial Instruments: Disclosures" - Interest Rate Benchmark Reform - approved in the EU on 15 January 2020 (applicable to annual periods beginning on or after 1 January 2020); - Amendments to References to the Conceptual Framework in IFRS - approved by the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020).
The adoption of the standards and amendments to existing standards, as mentioned above, did not exert any considerable impact on the financial statements.
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3.6 New Standards and Interpretations Published But Not Effective Yet
New standards and amendments to the existing standards which have been already issued by the IFRIC and approved by the EU, but are not in force yet:
As at the date of the approval of these Financial Statements, the European Union did not adopt any amendment to the existing standards / new standards or interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), which enter into force on a later date.
New standards and amendments to the existing standards which have been already issued by the IFRIC, but which have not been approved for application within the EU yet
Currently, IFRS in the form approved by the EU do not differ significantly from regulations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), except for the following new standards and amendments to standards which as at [the date of the publication of these statements] were not approved for application within the EU (the below entry into force dates relate to the full version of standards):
- IFRS 14, "Regulatory Deferral Accounts" (applicable to annual periods beginning on or after 1 January 2016) - the European Commission decided not to initiate the process of approving this temporary standard for application within the EU before the release of the final version of IFRS 14;
- IFRS 17 "Insurance Contracts", with further amendments to IFRS 17, (applicable to annual periods beginning on or after 01 January 2023);
- Amendments to IAS 1 "Presentation of Financial Statements" - Classification of Liabilities as Current or Non- current (applicable to annual periods beginning on or after 01 January 2023);
- Amendments to IAS 16 "Property, Plant and Equipment" - Proceeds Before Intended Use (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" - Onerous Contracts - Cost of Fulfilling a Contract (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IFRS 3 "Business Combinations" - Amendments to References to the Conceptual Framework including amendments to IFRS 3 (applicable to annual periods beginning on or after 1 January 2022);
- Amendments to IFRS 4 "Insurance Contracts" - the Extension of the Temporary Exemption from Applying IFRS 9 (the expiry date for the temporary exemption from IFRS 9 was extended to annual periods beginning on or after 1 January 2023);
- Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures" - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and subsequent amendments (the date of entry into force of the amendments was postponed until research works on the equity method have been completed);
- Amendments to IFRS 16 "Lease"- Covid-19-Related Rent Concessions (applicable to annual periods beginning on or after 1 June 2020. Early application is permitted also for financial statements which have not been approved yet for publication on 28 May 2020. This amendment applies also to interim reports).
- Amendments to miscellaneous standards "Improvements to IFRS (the 2018-2020 cycle)" - amendments made as part of the IFRS Annual Improvement Process (IFRS 1, IFRS 9, IFRS 16 and IAS 41) are designed mainly to deal with non-conformitiesand ensure the consistency of terminology (amendments to IFRS 1, IFRS 9 and IAS 41 are applicable to annual periods beginning on or after 1 January 2022. Amendments to IFRS 16 concern only an illustrative example, hence no entry into force date has been set).
The Company is in the process of verification of the impact of the other above-mentioned standards on its financial situation, performance and the scope of information presented in financial statements.
According to the Company's estimates, the above-mentioned new standards and amendments to existing standards would not have had major impact on the financial statements if they had been applied by the Company at the balance- sheet date.
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3.7 Seasonal or Cyclical Character of Issuer's Operations
The Company's operations are not seasonal by nature. They are related to the investment cycles of the implemented property development projects, which is particularly noticeable in the recognition of the proceeds from the sale of residential and retail premises. In accordance with IFRS 15, such proceeds can only be recognised when practically all risks and benefits related to given premises have been transferred to the client and the revenue can be measured in a reliable manner. Consequently, the sales results in a given period depend on the value of the premises transferred to the clients in accordance with the above definition.
3.8 Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect
30 September 2020 | 31 December 2019 | |
Work in progress | 709,469 | 534,055 |
Finished products | 1,215 | - |
Value adjustment for right of perpetual usufruct to land according to IFRS 16 | 9,420 | 8,849 |
Write-downs of Inventories | - | - |
Total inventories | 720,104 | 542,904 |
During the period of 9 months ended 30 September 2020 there were no write-downs of inventory to the net realisable value.
3.9 Information about Write-Downs Resulting from Impairment Loss of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets and Reversal of Such Write-Downs
As regards write-downs on financial assets, property, plant and equipment, intangible assets, amounts receivable and other assets in the period of 9 months ended 30 September 2020, there were no significant changes compared with the previous year, except for revaluation write-downs of shares which changed as presented in the below table:
At the beginning of the reporting period
Increase
Used
Decrease
At the end of the reporting period
Period of 9 months | Year ended 31 |
ended | |
December 2019 | |
30 September 2020 | |
(36,741) | (41,368) |
(34) | (3,155) |
402 | 131 |
7,267 | 7,651 |
(29,106) | (36,741) |
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3.10 Information about Creating, Increasing, Utilising and Reversing Provisions
The amounts of provisions and the reconciliation presenting the changes in their position during the year/period are shown in the table below:
Retirement and | Remedy of | |||
disability benefits | Disputes and | |||
construction | Total | |||
and bereavement | litigation | |||
faults and defects | ||||
payment | ||||
As at 01 January 2020 | 19 | - | - | 19 |
Created | - | - | - | - |
Used | - | - | - | - |
Reversed | - | - | - | - |
As at 30 September 2020, including: | 19 | - | - | 19 |
- non-current | 19 | - | - | 19 |
- current | - | - | - | - |
3.11 Information about Deferred Tax Liabilities and Deferred Tax Assets
Deferred income tax arises from the following items:
Statement of financial position | Deferred income tax expense | |||
for the period ended | ||||
30 September | 31 December | 01 January | 30 September | 31 December |
2020 | 2019 | 2019 | 2020 | 2019 |
Deferred tax liability
Accrued interest, discount on borrowings and deposits
Difference in the value of tangible assets (tax and balance- sheet depreciation)
Shares in limited partnerships
Temporary differences relating to sales of finished products Other
(1,868) | (992) | (1,538) | (876) | 546 |
(80) | (83) | (62) | 3 | (21) |
(27,670) | (22,575) | (1,149) | (5,095) | (21,426) |
(977) | - | - | (977) | - |
(562) | (390) | (290) | (172) | (100) |
Gross deferred tax liability | (31,157) | (24,040) | (3,039) | |||
Deferred tax assets | ||||||
Shares in limited partnerships | - | - | - | - | - | |
Provisions and prepayments and accrued income | 1,299 | 2,081 | 1,891 | (782) | 190 | |
Accrued interest, discount on borrowings and bond discount | 3,716 | 3,327 | 3,572 | 389 | (245) | |
Write-downs of shares held in subsidiary undertakings | - | - | - | - | - | |
Losses potentially deductible from future taxable income | 7,564 | 1,184 | 2,368 | 6,380 | (1,184) | |
Other | 1,376 | - | - | 1,376 | - | |
Gross deferred tax assets | 13,955 | 6,592 | 7,831 | |||
Deferred tax expense | 246 | (22,240) | ||||
Net deferred tax asset | - | - | 4,792 | |||
Net deferred tax liability | (17,202) | (17,448) | - | |||
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CONSOLIDATED QUARTERLY REPORT
3.12 Information about Significant Purchase and Sale Transactions Regarding Property, Plant and Equipment
In the period of 9 months ended 30 September 2020, the Company acquired property, plant and equipment in the amount of PLN 141,000 (in the period of 9 months ended 30 September 2019: PLN 837,000).
In the period of 9 months ended 30 September 2020, the Company entered into a lease agreement for 13 passenger cars and a tenancy agreement for offices in Warsaw. The value of recognised right-of-use assets was PLN 452,000 and PLN 2,622,000 respectively.
In the period of 9 months ended 30 September 2020, the Company sold items of property, plant and equipment earning the revenue in the total amount of PLN 54,000 (in the period of 9 months ended 30 September 2019 the revenue generated in that respect was PLN 17,000).
As at 30 September 2020, there were no significant liabilities on account of the purchase of property, plant or equipment.
As at 30 September 2020 and 31 December 2019, no item of tangible assets was used as collateral, was subject to encumbrance or was mortgaged.
3.13 Information about Significant Liabilities on Account of the Purchase of Property, Plant and Equipment
As at 30 September 2020, there were no significant liabilities on account of the purchase of property, plant or equipment.
3.14 Information about Significant Settlements on Account of Litigation
As at 30 September 2020, there were no significant proceedings before the court or arbitration or public administration authorities with regard to liabilities or receivables of Develia S.A., the value of which would have an important bearing on the financial standing of the Company. The Company is a party to court and public administration proceedings whose value is insignificant for its operations or financial standing. Each case is examined individually in terms of its relevance for the company.
3.15 Disclosure of Correction of Errors of Previous Periods
During the period of 9 months ended 30 September 2020 there were no corrections of errors of the previous periods.
3.16 Information about Changes in Economic Situation and Conditions for Running Business Activity Which
Have Considerable Impact on Fair Value of Issuer's Financial Assets and Financial Liabilities,
Regardless of Whether Such Assets and Liabilities Are Recognised at Fair Value or at Adjusted Purchase Price (Depreciated Cost)
The description can be found in item 2.20.
3.17 Information about Failure to Repay Loan or Borrowing or Infringement of Material Provisions of Loan or Borrowing Agreement With Regard to Which No Corrective Actions Were Taken by the End of the Reporting Period
None occurred.
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CONSOLIDATED QUARTERLY REPORT
3.18 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with
Related Entities (If Made on Terms Other Than at Arm's Length)
During the period of 9 months ended 30 September 2020 the Issuer did not conclude any transactions with related entities, which were effected on the terms other than at arm's length.
Transactions with related entities for Develia S.A. are presented in item 3.19.
3.19 Transactions of Develia S.A. with Related Entities
Related undertaking
01/01/2020 - 30/09/2020 | 30/09/2020 | ||||||||||||||
Sale | Purchases | Financial income (interest, dividends) | Financial expenses (interest, discounts) | Trade and other receivables | Trade and other payables | Borrowings and non- current receivables and current financial assets | Financial Liabilities | ||||||||
Shareholders | - | - | - | - | - | - | - | - | ||
Subsidiary undertakings | ||||||||||
Arkady Wrocławskie S.A. | 1,286 | 1,938 | 411 | 241 | 160 | 13 | 24,062 | 6,424 | ||
Sky Tower S.A. | 2,106 | 1 | 295 | - | 244 | - | 15,000 | - | ||
Warszawa Przyokopowa Sp. z o.o. | 2,418 | 86 | 131,300 | 2,775 | 12 | - | - | 98,469 | ||
Kraków Zielony Złocień Sp. z o.o. | 967 | - | 58,149 | - | 118 | 1,572 | 3,559 | - | ||
LC Corp Invest I Sp. z o.o. | 51 | - | 416 | - | 6 | - | 11,903 | - | ||
LC Corp Invest II Sp.z o.o. | 71 | - | 14 | - | 11 | - | 619 | - | ||
LC Corp Invest III Sp. z o.o. | 144 | - | 6,175 | - | 9 | 14,222 | 5,435 | - | ||
LC Corp Invest VII Sp. z o.o. | 313 | - | 5,769 | - | 79 | - | 16,388 | - | ||
LC Corp Invest VIII Sp.z o.o. | 1,105 | 31 | 10,300 | - | 182 | 11 | - | - | ||
LC Corp Invest IX Sp.z o.o. | 252 | - | 268 | - | 19 | - | 10,856 | - | ||
LC Corp Invest X Sp.z o.o | 927 | 22 | 8,052 | - | 82 | 6 | 7,052 | - | ||
LC Corp Invest XI Sp.z o.o. | 18 | - | - | - | 1 | - | - | - | ||
LC Corp Invest XII Sp. z o.o. | 464 | 20 | 14,853 | - | 59 | 6 | - | - | ||
LC Corp Invest XV Sp. z o.o. | 42 | - | 1,232 | - | 5 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 1 Sp.k | - | - | - | - | - | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 2 Sp.k | 1,454 | 40 | - | - | 114 | 12 | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 3 Sp.k | - | - | - | - | - | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 4 Sp.k | 516 | - | - | - | 66 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 5 Sp.k | - | - | - | - | - | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 6 Sp.k | 227 | - | - | - | 19 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 7 Sp.k | 202 | 51 | - | - | 23 | 7 | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 8 Sp.k | 697 | - | - | - | 74 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 9 Sp.k | 193 | - | - | - | 30 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 10 Sp.k | 211 | - | - | - | 14 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 11 Sp.k | 307 | - | - | - | 17 | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 12 Sp.k. | - | - | - | - | - | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 14 Sp.k. | - | - | - | - | - | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Finance S.K.A. | - | - | - | - | - | - | - | - | ||
LC Corp Invest XV Sp. z o.o.Investments | 15 | - | - | - | 1 | - | - | - | ||
S.K.A. | ||||||||||
LC Corp Invest XVI Sp. z o.o. | 15 | - | - | - | 1 | - | - | - | ||
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LC Corp Invest XVII Sp. z o.o. | 15 | - | 500 | - | 1 | - | - | - |
LC Corp Invest XVII Sp. z o.o.Projekt 20 Sp.k | 111 | - | - | 3,088 | 15 | - | - | 85,256 |
LC Corp Invest XVII Sp. z o.o.Projekt 21 Sp.k | 107 | - | - | - | 13 | - | - | - |
LC Corp Invest XVII Sp. z o.o.Projekt 22 Sp.k | 1,045 | 7 | - | - | 134 | 5 | - | - |
LC Corp Invest XVIII Sp. z o.o. | - | - | - | - | - | - | - | - |
LC Corp Invest XVIII Sp. z o.o. Real Estate | - | - | - | - | - | - | - | - |
S.K.A. | ||||||||
LC Corp Invest XIX Sp. z o.o. in liquidation | 2 | - | 42 | - | - | - | - | - |
LC Corp Invest XX Sp. z o.o. | - | - | - | - | - | - | - | - |
LC Corp Invest XXI Sp. z o.o. | 71 | 28 | 384 | - | 8 | - | 11,789 | - |
LC Corp Invest XXII Sp. z o.o. | 15 | - | - | - | 3 | - | - | - |
LC Corp Invest XXIII Sp. z o.o. in liquidation | 2 | - | 30 | - | - | - | - | - |
LC Corp Invest XXIV Sp. z o.o. | 20 | - | - | 362 | 4 | - | - | 11,104 |
LC Corp Invest Service S.A. | 242 | - | - | - | 21 | - | - | - |
Develia Invest Sp. z o.o. | 57 | - | 854 | - | 7 | - | 24,327 | - |
Undertakings related through | - | - | - | - | - | - | - | - |
shareholders | ||||||||
Management and Supervisory Board | - | - | - | - | ||||
Management Board | - | 7,193 (*) | - | - | - | - | - | - |
Supervisory Board | - | 707 (*) | - | - | - | - | - | - |
- Remuneration paid
01/01/2019 - 31/12/2019 | 31/12/2019 | |
Related undertaking
Sale | Purchases | Financial income (interest, dividends) | Financial expenses (interest, discounts) | Trade and other receivables | Trade and other payables | Borrowings and non- current receivables and current financial assets | Financial Liabilities |
Shareholders | - | - | - | - | - | - | - | - | ||
Subsidiary undertakings | ||||||||||
Arkady Wrocławskie S.A. | 2,247 | 2,565 | 420 | 210 | 776 | 290 | 21,597 | 6,023 | ||
Sky Tower S.A. | 3,608 | 2 | - | - | 1,896 | 18 | - | - | ||
Warszawa Przyokopowa Sp. z o.o. | 1,661 | 853 | - | 1,394 | 550 | 69 | - | 66,004 | ||
Kraków Zielony Złocień Sp. z o.o. | 1,709 | 267 | 89,507 | - | 344 | 10 | - | - | ||
LC Corp Invest I Sp. z o.o. | 86 | - | 4,010 | - | 29 | - | 11,640 | - | ||
LC Corp Invest II Sp.z o.o. | 51 | - | 3 | - | 11 | 6 | 253 | - | ||
LC Corp Invest III Sp. z o.o. | 314 | - | 601 | - | 46 | - | 5,331 | - | ||
LC Corp Invest VII Sp. z o.o. | 271 | - | 10,412 | - | 53 | - | 15,381 | - | ||
LC Corp Invest VIII Sp.z o.o. | 1,241 | 29 | 406 | - | 267 | 13 | - | - | ||
362 | - | - | 199 | - | - | - | ||||
LC Corp Invest IX Sp.z o.o. | - | |||||||||
LC Corp Invest X Sp.z o.o | 4,064 | 6,811 | 55,437 | - | 107 | 8 | - | - | ||
LC Corp Invest XI Sp.z o.o. | 37 | - | - | - | 17 | - | - | - | ||
LC Corp Invest XII Sp. z o.o. | 805 | - | 26,437 | - | 107 | 43 | - | - | ||
LC Corp Invest XV Sp. z o.o. | 43 | - | 453 | - | 5 | 13 | - | - | ||
LC Corp Invest XV Sp. z o.o.Projekt 1 | 52 | - | - | - | - | - | - | - | ||
Sp.k | ||||||||||
LC Corp Invest XV Sp. z o.o.Projekt 2 | 2,085 | 332 | - | - | 395 | 171 | - | - | ||
Sp.k | ||||||||||
LC Corp Invest XV Sp. z o.o.Projekt 3 | 37 | - | - | - | - | - | - | - | ||
Sp.k | ||||||||||
LC Corp Invest XV Sp. z o.o.Projekt 4 | 1,184 | - | - | - | 183 | - | - | - | ||
61
DEVELIA S.A. GROUP
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Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 5 | 43 | - | - | - | - | - | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 6 | 684 | 15 | - | - | 54 | 12 | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 7 | 205 | 51 | - | - | 62 | 7 | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 8 | 595 | - | - | - | 201 | - | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 9 | 754 | - | - | - | 61 | 75 | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 10 | 696 | 1 | - | - | 56 | 56 | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 11 | 986 | - | - | - | 71 | - | - | - |
Sp.k | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 12 | 6 | - | - | - | - | - | - | - |
Sp.k. | ||||||||
LC Corp Invest XV Sp. z o.o.Projekt 14 | 27 | - | - | - | - | - | - | - |
Sp.k. | ||||||||
LC Corp Invest XV Sp. z o.o.Finance | 6 | - | - | - | - | - | - | - |
S.K.A. | ||||||||
LC Corp Invest XV Sp. z o.o.Investments | 30 | 39 | - | - | 5 | 33 | - | - |
S.K.A. | ||||||||
LC Corp Invest XVI Sp. z o.o. | 28 | - | - | - | 10 | - | - | - |
LC Corp Invest XVII Sp. z o.o. | 26 | - | 3 | - | 8 | - | - | - |
LC Corp Invest XVII Sp. z o.o.Projekt 20 | 2,596 | - | 55,000 | 174 | 979 | - | - | 82,629 |
Sp.k | ||||||||
LC Corp Invest XVII Sp. z o.o.Projekt 21 | 1,833 | - | - | - | 329 | - | - | - |
Sp.k | ||||||||
LC Corp Invest XVII Sp. z o.o.Projekt 22 | 1,077 | - | - | - | 548 | - | - | - |
Sp.k | ||||||||
LC Corp Invest XVIII Sp. z o.o. | 2 | - | - | - | - | - | - | - |
LC Corp Invest XVIII Sp. z o.o. Real | - | 3 | - | - | - | - | - | - |
Estate S.K.A. | ||||||||
LC Corp Invest XIX Sp. z o.o. | 22 | - | 16 | - | 3 | - | - | - |
LC Corp Invest XXI Sp. z o.o. | 94 | 4 | 549 | - | 10 | 19 | 11,512 | - |
LC Corp Invest XXII Sp. z o.o. | 28 | 25 | 8 | - | 2 | - | - | - |
LC Corp Invest XXIII Sp. z o.o. | 20 | - | - | - | 17 | - | - | - |
LC Corp Invest XXIV Sp. z o.o. | 44 | 20,480 | 78 | - | - | - | - | - |
LC Corp Invest Service S.A. | 351 | - | - | - | 64 | - | - | - |
Develia Invest Sp. z o.o. | 27,592 | 792 | 180 | - | 899 | - | 20,672 | - |
Undertakings related through | - | - | - | - | - | - | - | - |
shareholders | ||||||||
Management and Supervisory Board | ||||||||
Management Board | - | 14,213(*) | - | - | - | - | - | - |
Supervisory Board | - | 627 (*) | - | - | - | - | - | - |
- Remuneration paid
Related undertaking
01/01/2019 - 30/09/2019 | 30/09/2019 | ||||||||||||||
Sale | Purchases | Financial income (interest, dividends) | Financial expenses (interest, discounts) | Trade and other receivables | Trade and other payables | Borrowings and non- current receivables and current financial assets | Financial Liabilities | ||||||||
Shareholders | - | - | - | - | - | - | - | - | ||
Subsidiary undertakings | ||||||||||
Arkady Wrocławskie S.A. | 1,307 | 2,056 | 735 | 239 | 540 | 245 | 22,171 | 6,056 | ||
62
DEVELIA S.A. GROUP
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CONSOLIDATED QUARTERLY REPORT
Sky Tower S.A. | 2,049 | - | - | - | 517 | - | - | - |
Warszawa Przyokopowa Sp. z o.o. | 973 | 642 | - | 2,215 | 200 | - | - | 66,967 |
Kraków Zielony Złocień Sp. z o.o. | 1,255 | 136 | 52,039 | - | 237 | - | 37,818 | - |
LC Corp Invest I Sp. z o.o. | 51 | - | 3,992 | - | 6 | - | 40,962 | - |
LC Corp Invest II Sp.z o.o. | 43 | - | 2 | - | 10 | - | 102 | - |
LC Corp Invest III Sp. z o.o. | 231 | - | 450 | - | 55 | - | 12,518 | - |
LC Corp Invest VII Sp. z o.o. | 173 | - | 4,880 | - | 38 | - | 20,165 | - |
LC Corp Invest VIII Sp.z o.o. | 878 | 13 | 302 | - | 224 | 14 | 8,244 | - |
LC Corp Invest IX Sp.z o.o. | 153 | - | - | - | 43 | - | - | - |
LC Corp Invest X Sp.z o.o | 3,840 | 6,789 | 43,237 | - | 118 | 15 | - | - |
LC Corp Invest XI Sp.z o.o. | 15 | - | - | - | 1 | - | - | - |
LC Corp Invest XII Sp. z o.o. | 689 | - | 26,437 | - | 78 | - | - | - |
LC Corp Invest XV Sp. z o.o. | 42 | - | 453 | - | 6 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 1 Sp.k | 52 | - | - | - | - | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 2 Sp.k | 1,512 | 138 | - | - | 302 | 44 | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 3 Sp.k | 37 | - | - | - | - | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 4 Sp.k | 905 | - | - | - | 163 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 5 Sp.k | 43 | - | - | - | - | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 6 Sp.k | 582 | 15 | - | - | 102 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 7 Sp.k | 135 | 34 | - | - | 44 | 7 | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 8 Sp.k | 330 | - | - | - | 86 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 9 Sp.k | 650 | - | - | - | 112 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 10 Sp.k | 616 | 1 | - | - | 124 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 11 Sp.k | 837 | - | - | - | 90 | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 12 Sp.k. | 6 | - | - | - | - | - | - | - |
LC Corp Invest XV Sp. z o.o.Projekt 14 Sp.k. | 27 | - | - | - | - | - | - | - |
LC Corp Invest XV Sp. z o.o.Finance S.K.A. | 6 | - | - | - | - | - | - | - |
LC Corp Invest XV Sp. z o.o.Investments | 42 | 30 | - | - | 5 | 10 | - | - |
S.K.A. | ||||||||
LC Corp Invest XVI Sp. z o.o. | 15 | - | - | - | 1 | - | - | - |
LC Corp Invest XVII Sp. z o.o. | 15 | - | 2 | - | 1 | - | 462 | - |
LC Corp Invest XVII Sp. z o.o.Projekt 20 Sp.k | 1,545 | - | 55,000 | - | 55,055 | - | - | - |
LC Corp Invest XVII Sp. z o.o.Projekt 21 Sp.k | 1,460 | - | - | - | 31 | - | - | - |
LC Corp Invest XVII Sp. z o.o.Projekt 22 Sp.k | 468 | - | - | - | 144 | - | - | - |
LC Corp Invest XVIII Sp. z o.o. | 2 | - | - | - | - | - | - | - |
LC Corp Invest XVIII Sp. z o.o. Real Estate | - | 3 | - | - | - | - | - | - |
S.K.A. | ||||||||
LC Corp Invest XIX Sp. z o.o. in liquidation | 15 | - | 18 | - | 1 | - | - | - |
LC Corp Invest XX Sp. z o.o. | - | - | - | - | - | - | - | - |
LC Corp Invest XXI Sp. z o.o. | 87 | - | 398 | - | 16 | - | 10,957 | - |
LC Corp Invest XXII Sp. z o.o. | 15 | 25 | 8 | - | 1 | - | - | - |
LC Corp Invest XXIII Sp. z o.o. in liquidation | 15 | - | - | - | 1 | - | - | - |
LC Corp Invest XXIV Sp. z o.o. | 21 | 20,480 | 82 | - | 7 | - | - | - |
LC Corp Invest Service S.A. | 235 | - | - | - | 48 | - | - | - |
Develia Invest Sp. z o.o. | 9 | - | - | - | 2 | - | 10 | - |
Undertakings related through | - | - | - | - | - | - | - | - |
shareholders | ||||||||
Management and Supervisory Board | - | - | - | - | ||||
Management Board | - | 10,352 | - | - | - | - | - | - |
(*) | ||||||||
Supervisory Board | - | 459 (*) | - | - | - | - | - | - |
- Remuneration paid
63
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
3.20 Information about Change in the Way (Method) of Determining Fair Value for Financial Instruments Measured at Fair Value
None occurred.
3.21 Information about Change in Classification of Financial Assets Resulting From Change in Purpose or Utilisation of Such Assets
None occurred.
3.22 Financial Liabilities
3.22.1 Interest-bearing Loans, Borrowings, Bonds and Investment Notes
Non-current | Interest rate | Repayment date | 30 September | 31 December |
2020 | 2019 | |||
Bond scheme (a) | Wibor 6M+margin | 20 Mar 2020 | - | - |
Bond scheme (b) | Wibor 6M+margin | 10 May 2021 | - | 84,899 |
Bond scheme (c) | Wibor 6M+margin | 10 May 2021 | - | 14,990 |
Bond scheme (d) | Wibor 6M+margin | 6 Oct 2021 | 24,987 | 24,978 |
Bond scheme (e) | Wibor 6M+margin | 6 Oct 2021 | 14,978 | 14,962 |
Bond scheme (f) | Wibor 6M+margin | 5 Jun 2022 | 49,841 | 49,770 |
Bond scheme (g) | Wibor 6M+margin | 28 Feb 2022 | 44,879 | 44,815 |
Bond scheme (h) | Wibor 6M+margin | 19 Oct 2020 | - | - |
Bond scheme (i) | Wibor 3M+margin | 19 Oct 2022 | 19,903 | 65,561 |
Bond scheme (j) | Wibor 3M+margin | 22 May 2023 | 59,628 | 59,519 |
Investment notes (k) | IRS 2Y of 08/03/2012+margin | 30 Nov 2021 | 6,265 | 6,023 |
Investment notes (l) | Wibor 1M of 07/12/2010+margin | 09 Dec 2022 | 45,757 | 44,305 |
Borrowing (m) | EURIBOR 1M+margin | indefinite | 23,441 | 21,699 |
Borrowing (n) | Wibor 6M+margin | indefinite | 85,256 | 82,629 |
Borrowing (o) | Wibor 6M+margin | indefinite | 11,104 | - |
Borrowing (p) | EURIBOR 1M+margin | indefinite | 25,621 | - |
Borrowing (q) | Wibor 6M+margin | indefinite | 2,688 | - |
414,348 | 514,150 | |||
Current | Interest rate | Repayment date | 30 September | 31 December |
2020 | 2019 | |||
Bond scheme (a) | Wibor 6M+margin | 20 Mar 2020 | - | 65,886 |
Bond scheme (b) | Wibor 6M+margin | 10 Nov 2020 / | 86,213 | 618 |
10 May 2021 | ||||
Bond scheme (c) | Wibor 6M+margin | 10 Nov 2020 / | 15,218 | 109 |
10 May 2021 | ||||
Bond scheme (d) | Wibor 6M+margin | 06 Oct 2020 | 480 | 309 |
Bond scheme (e) | Wibor 6M+margin | 06 Oct 2020 | 287 | 184 |
Bond scheme (f) | Wibor 6M+margin | 05 Dec 2020 | 543 | 166 |
Bond scheme (g) | Wibor 6M+margin | 28 Feb 2021 | 132 | 757 |
Bond scheme (h) | Wibor 6M+margin | 19 Oct 2020 | 27,416 | 34,157 |
Bond scheme (i) | Wibor 3M+margin | 19 Oct 2020 | 144 | 693 |
Bond scheme (j) | Wibor 3M+margin | 23 Nov 2020 | 227 | 342 |
Investment notes (k) | IRS 2Y of 08/03/2012+margin | 30 Nov 2021 | - | - |
64
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
Investment notes (l) | Wibor 1M of 07/12/2010+margin | 09 Dec 2022 | - | - |
Borrowing (m) | EURIBOR 1M+margin | indefinite | - | - |
Borrowing (n) | Wibor 6M+margin | indefinite | - | - |
Borrowing (o) | Wibor 6M+margin | indefinite | - | - |
Borrowing (p) | EURIBOR 1M+margin | indefinite | - | - |
Borrowing (q) | Wibor 6M+margin | indefinite | - | - |
130,660 | 103,221 | |||
- Coupon bonds - the issue of 20 March 2015, including 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 under a Bond Issue Agreement concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 20 March 2020, the Company redeemed the bonds.
- Coupon bonds - the issue of 10 May 2016, including 85,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 85,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
On 23 December 2016, the assimilation of the bonds of the series in question with the bonds issued on 19 August
2016 took place on the "Catalyst" bond market. - Coupon bonds - the issue of 19 August 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
On 23 December 2016, the assimilation of the bonds of the series in question with the bonds issued on 10 May
2016, took place on the "Catalyst" bond market. - Coupon bonds - the issue of 6 October 2016, including 25,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 25,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of the bonds of the series in question with the bonds issued on 27 October 2016 took place on the "Catalyst" bond market.
- Coupon bonds - the issue of 27 October 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of the bonds of the series in question with the bonds issued on 6 October 2016, took place on the "Catalyst" bond market.
- Coupon bonds - the issue of 5 December 2017, including 50,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 50,000,000 under a Bond Issue Agreement with the redemption date set at 5 June 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
- Coupon bonds - the issue of 28 February 2018, including 45,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 45,000,000 under a Bond Issue Agreement with the redemption date set at 28 February 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
- Coupon bonds - the issue of 19 October 2018, including 34,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 34,000,000 under a Bond Issue Agreement with the redemption date set at 19 October 2020 concluded with mBank S.A., having its registered office in Warsaw. On 29 September 2020, the
65
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption. On 19 October 2020, the Company redeemed the bonds of PLN 27,000,000.
- Coupon bonds - the issue of 19 October 2018, including 66,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 66,000,000 under a Bond Issue Agreement with the redemption date set at 19 October 2022 concluded with mBank S.A., having its registered office in Warsaw. The Company received calls for early redemption in the total amount of PLN 46,000,000, the early redemption date falls on 20 July 2020 it purchased, before the bond's maturity date, obligations amounting to PLN 46,000,000. The value of obligations still outstanding and to be redeemed on 19 October 2022 equals PLN 20,000,000.
- Coupon bonds - the issue of 22 May 2019, including 60,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 60,000,000 under a Bond Issue Agreement with the redemption date set at 22 May 2023 concluded with mBank S.A., having its registered office in Warsaw.
- Investment notes - the issue of 9 March 2012 of seven investment notes having a par value of PLN 2,000,000 each, taken up by a subsidiary - Arkady Wrocławskie S.A. On 31 January 2014, an amendment was signed to reschedule the redemption date of the notes from 31 January 2014 to 31 January 2017. On 30 January 2017, an amendment was signed to reschedule the redemption date of the notes from 31 January 2017 to 30 November 2017. On 30 November 2017, an amendment was signed to reschedule the redemption date of the notes from 30 November 2017 to 30 November 2019. On 27 November 2019, an amendment was signed to reschedule the redemption date of the notes for 30 November 2021.
- As at 30 June 2020, there are still two notes to be redeemed. Investment notes - the issue of 9 December 2010 of thirty investment notes having a par value of PLN 1,000,000 each, taken up by a subsidiary - Warszawa Przyokopowa Sp. z o.o. On 9 December 2013, an amendment was signed to reschedule the redemption date of the notes from 9 December 2013 to 9 December 2016. On 28 November 2016, an amendment was signed to reschedule the redemption date of the notes for 9 December 2019. On 27 November 2019, an amendment was signed to reschedule the redemption date of the notes to 9 December 2022.
- Borrowing - on 27 February 2019, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o. under which a sum of EUR 5,000,000 was borrowed for an indefinite period of time.
- Borrowing - on 18 December 2019, Develia S.A. entered into a borrowing agreement with LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. under which a sum of PLN 82,500,000 was borrowed for an indefinite period of time.
-
Borrowing - on 24 January 2020, Develia S.A. entered into a borrowing agreement with LC Corp Invest XXIV Sp. z o.o. under which a sum of PLN 11,000,000 was borrowed for an indefinite period of time. As at the balance- sheet date, the loan balance was PLN 10,800,000. After the balance-sheet date, i.e. on 1 October 2020, a subsidiary - LC Corp Invest XXIV Sp. z o.o. merged with Develia S.A. by taking over the subsidiary's assets by
Develia S.A.. Develia S.A. acquired and assumed, by way of universal succession, all rights and obligations of the acquired company. - Borrowing - on 24 February 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o. under which a sum of PLN 25,000,000 was borrowed for an indefinite period of time.
- Borrowing - on 27 March 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o. under which a sum of EUR 587,000 was borrowed for an indefinite period of time.
3.22.2 Information about Issue, Redemption and Repayment of Debt and Equity Securities
In the period of 9 months ended 30 September 2020, the following bonds were issued and redeemed:
- On 20 March 2020, 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 were redeemed.
66
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
- On 20 July 2020, 46,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 46,000,000 were redeemed before maturity date.
- On 29 September 2020, the Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption.
- After the balance-sheet, on 7 October 2020, 70,000 three-year unsecured coupon bonds having a par value of PLN 1,000 each and a total nominal value of PLN 70,000,000 were issued under a Bond Issue Agreement with the redemption date set at 6 October 2023, concluded with mBank S.A., having its registered office in Warsaw.
- After the balance-sheet date, on 19 October 2020, 27,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 27,000,000 were redeemed.
Changes to Documentation of Bond Issue Programme
On 5 March 2020, the Issuer and mBank S.A. concluded an amendment to the programme agreement of 2 October 2018 ("the Programme Agreement") under which the Issuer set up a bond issue programme for its bonds up to the total amount (nominal value) of issued and outstanding bonds of PLN 400,000,000 ("the Issue Programme"). The amendment to the Programme Agreement is designed to adapt both the Programme Agreement and documentation relating to the Issue Programme to amended provisions of law that apply to the issue of bonds. Bonds issued under the amended Issue Programme ("the Bonds") will be tendered for purchase pursuant to Article 33(1) or (2) of the Bonds Act of 15 January 2015.
In the period of 9 months ended 30 September 2020, no notes were bought out.
3.22.3 Taking out and Repayment of Bank Loans and Borrowings
In the period of 9 months ended 30 September 2020, no bank loan was taken by the Company.
In the period of 9 months ended 30 September 2020, the Company took on the following commitments in the form of borrowings:
- On 24 January 2020, Develia S.A. entered into a borrowing agreement with LC Corp Invest XXIV Sp. z o.o., under which a sum of EUR 11,000,000 was borrowed on arm's length conditions for an indefinite period of time. On 8 and 29 April, the Company repaid a portion of the borrowings in the total amount of PLN 200,000.
- On 24 February 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o., under which a sum of PLN 25,000,000 was borrowed on arm's length conditions for an indefinite period of time.
- On 19 March 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o., under which a sum of PLN 100,000,000 was borrowed on arm's length conditions for an indefinite period of time (an amount of PLN 85,000,000 was drawn down). The borrowing was paid off in full on 31 March 2020.
- On 27 March 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o., under which a sum of EUR 587,000 was borrowed for an indefinite period of time.
3.22.4 Collateral
As at 30 September 2020, the repayment of loans taken out by Develia S.A. 's subsidiaries was secured mainly by:
- Pledge on the shares of Arkady Wrocławskie S.A. held by Develia S.A. - up to the amount of EUR 37,500,000;
- Registered pledges on all shares of Sky Tower S.A., together with a financial pledge of up to EUR 90,000,000;
- On 8 February 2018, Develia S.A. provided security to mBank Hipoteczny S.A. and mBank S.A. for the loan agreement concluded on 20 December 2017 between LC Corp Invest XVII sp. z o.o. Projekt 22 Sp. k., as the borrower, and mBank Hipoteczny S.A. and mBank S.A. The said security includes: subordination agreement on
67
DEVELIA S.A. GROUP
QR for 3Q 2020
CONSOLIDATED QUARTERLY REPORT
accounts receivable concluded by the borrower, Develia S.A. and other subsidiaries of the Issuer - LC Corp Invest XVII Sp. z o.o. and LC Corp Invest I Sp. z o.o., making them subordinated creditors, and mBank S.A. and mBank Hipoteczny S.A. as senior creditors; support agreement concluded between the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. - as the guarantor, under which the guarantor will be obliged to provide financial support to the borrower under the circumstances specified in the said agreements, along with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure up to the amount of EUR 3,576,261.90; contract of surety concluded by the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A., under which Develia S.A. will stand surety for the borrower up to a partial amount of the borrower's liabilities as a result of achieving a certain level of DSCR; commitment to enter into a support agreement with the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. as the guarantor, pursuant to which the guarantor will be obliged, under the circumstances specified in the said agreement, to provide financial support to the borrower, along with Develia S.A.'s declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure up to the amount of EUR 558,660.50; registered pledges in favour of mBank Hipoteczny S.A. and mBank S.A. established by Develia S.A., as the limited partner, along with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure.
3.23 Information Concerning Paid Out (or Declared) Dividend, in Total and Per Share, in Breakdown by Ordinary and Preference Shares
On 31 August 2020, the Ordinary General Meeting of Develia S.A. adopted a resolution on the payment of dividend. The dividend was paid out on 02 October 2020 - see Section 2.27 for details.
3.24 Events Subsequent to 30 September 2020, Not Disclosed in These Statements, Which Could Have Material Bearing on Future Financial Results of Issuer
Relevant events that occurred after 30 September 2020 are presented in item 2.28 and 2.29.
3.25 Information on Changes in Contingent Liabilities or Contingent Assets After the End of Last Accounting Year
As from the end of the last financial year, there were no significant changes with regard to the Company's contingent liabilities or contingent assets.
In addition to the contingent liabilities serving as security for the bank loans described in detail in Note 3.22.4, the Company has contingent liabilities arising from a contingent fee of PLN 63,000 for the removal of trees, necessary to implement a project at Rokokowa street in Warsaw.
In addition to the foregoing, as a result of the disposal of real property by entities controlled by the Company, the Company guaranteed that the said entities would discharge their obligations arising from the Agreement concluded.
In pursuance of the Sales and Purchase Agreements covering two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, the Company furnished the Purchasers, Ingadi spółka z ograniczoną odpowiedzialnością ("Ingadi") and Artigo spółka z ograniczoną odpowiedzialnością ("Artigo"), with rent guarantees issued for a five-year period (covering, inter alia, vacant floor space), secured by suretyship provided by the Company (as the surety of LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. ("P20") and LC Corp Invest XVII Sp. z o.o. Projekt 21 Sp. k. ("P21"), acting as the Sellers and debtors). In relation to the aforesaid suretyship, the Company will guarantee that:
- obligations and liabilities arising from the Final Agreements will be discharged by P20 and P21, and
- obligations and liabilities of P20 and P21 relating to finish works to be done by tenants designated in the Final Agreements will be discharged by P20 and P21, and
- obligations and liabilities of P20 and P21 arising from the rent guarantee agreements contemplated in the Preliminary Sales and Purchase Agreements will be discharged by P20 and P21, and
- the Company will incur debts of P20 and P21 arising from obligations and liabilities of P20 and P21 under the Final Agreements and rent guarantee agreements if the Sellers have ceased their operations, have gone into liquidation or have been dissolved, which circumstances will be described in the surety arrangement.
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In pursuance of the Sales and Purchase Agreement covering the real property called "Wola Center" in Warsaw, the Company has undertaken to the Purchaser to stand surety for the Seller - Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością and the debtor. Under the said commitment the Company guaranteed, among other things, that:
- The Seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa, acting as the Seller, arising from agreements covering the subject-matter of the Transaction, and
- The Company would incur debts of WP arising from obligations and liabilities of WP under the FSPA, if the Seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,
- The contractual penalty would be paid, should the Purchaser withdraw from the agreement due to reasons attributable to the Seller.
Apart from the aforesaid contingent liabilities arising from security for bank loans contingent fees relating to the removal of trees and arising from the real property sales and purchase agreements entered into, as at 30 September 2020, the Company did not have any other significant contingent liabilities.
3.26 Other Information Deemed by Issuer as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations
Apart from the events referred to herein, in the reporting period ended 30 September 2020 there were no other events concerning Develia S.A., which would have any impact on the assessment of personnel, assets and financial standing and on the evaluation of the Issuer's feasibility of discharging its obligations.
3.27 Revenue and Profit-Loss Attributable to Respective Operating Segments
For management purposes, Develia S.A. distinguishes two reporting operating segments:
- property development activity segment
- holding (other) activity segment
The tables presented below show data concerning revenues and expenses of the Company's individual segments for the period of 9 months ended 30 September 2020 and 30 September 2019.
Property | Holding (other) | ||||
Period of 9 months ended 30 September 2020 | development | TOTAL | |||
activity | |||||
activity | |||||
Operating income | |||||
Revenue from sale of services, products and goods | 22,408 | 13,081 | 35,489 | ||
Revenue from interest and discounts | - | 3,688 | 3,688 | ||
Revenue from dividend | - | 235,559 | 235,559 | ||
Other financial income | - | 7,235 | 7,235 | ||
Other operating income | - | 475 | 475 | ||
Total operating income | 22,408 | 260,038 | 282,446 | ||
Operating expenses | |||||
Operating expenses, cost of sold products and goods | (21,314) | (25,544) | (46,858) | ||
Costs of interest and discounts | - | (7,370) | (7,370) | ||
Other financial expenses | - | (862) | (862) | ||
Other operating expenses | - | (55) | (55) | ||
Total operating expenses | (21,314) | (33,831) | (55,145) | ||
Pre-tax profit/(loss) | 1,094 | 226,207 | 227,301 | ||
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Income tax (tax expense) | (208) | 454 | 246 |
Net profit/(loss) on continued operations | 886 | 226,661 | 227,547 |
Discontinued operations | |||
Profit (loss) on discontinued operations in the financial year | - | - | - |
Net profit/(loss) | 886 | 226,661 | 227,547 |
Other comprehensive income | |||
Other components of comprehensive income | - | - | - |
Income tax relating to other components of comprehensive income | - | - | - |
Other comprehensive income (net) | - | - | - |
Total comprehensive income | 886 | 226,661 | 227,547 |
Property | Holding (other) | ||||
Period of 9 months ended 30 September 2019 | development | TOTAL | |||
activity | |||||
activity | |||||
Operating income | |||||
Revenue from sale of services, products and goods | - | 18,428 | 18,428 | ||
Revenue from interest and discounts | - | 8,531 | 8,531 | ||
Revenue from dividend | - | 180,078 | 180,078 | ||
Other financial income | - | 4 | 4 | ||
Other operating income | - | 93 | 93 | ||
Total operating income | - | 207,134 | 207,134 | ||
Operating expenses | |||||
Operating expenses, cost of sold products and goods | (1,285) | (32,763) | (34,048) | ||
Costs of interest and discounts | - | (14,896) | (14,896) | ||
Other financial expenses | - | (5,224) | (5,224) | ||
Other operating expenses | - | (802) | (802) | ||
Total operating expenses | (1,258) | (53,712) | (54,970) | ||
Pre-tax profit/(loss) | (1,258) | 153,422 | 152,164 | ||
Income tax (tax expense) | 244 | (7,383) | (7,139) | ||
Net profit/(loss) on continued operations | (1,014) | 146,039 | 145,025 | ||
Discontinued operations | |||||
Profit (loss) on discontinued operations in the financial year | - | - | - | ||
Net profit/(loss) | (1,014) | 146,039 | 145,025 | ||
Other comprehensive income | |||||
Other components of comprehensive income | - | - | - | ||
Income tax relating to other components of comprehensive income | - | - | - | ||
Other comprehensive income (net) | - | - | - | ||
Total comprehensive income | (1,014) | 146,039 | 145,025 | ||
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4. MANAGEMENT BOARD'S COMMENTS ON ACTIVITY OF ISSUER AND ITS GROUP
4.1 Main Achievements and Failures of Develia S.A. Group
The Group's operations are centred around Poland, and specifically the key locations of Poland's biggest cities: Warsaw, Wrocław, Cracow, Gdańsk and Katowice.
Revenues earned within the period of 9 months ended 30 September 2020 came from the development activities performed by the Group companies on the domestic market - in Warsaw, Wrocław, Cracow and Gdańsk.
In total, 781 residential and business units were sold in the period of 9 months ended 30 September 2020 (preliminary sales agreements/development agreements; withdrawals from agreements taken into account), which was 16% fewer than in the corresponding period of the previous year, whereas 746 residential and business units were delivered (the sale reported in the income statement), which was 58% less than in the period of 9 months ended 30 September 2019.
The below table presents in detail sales in individual cities for Q3 2020 and for the period of 9 months ended 30 September 2020, including comparatives for 2019 (figures shown in the tables refer to the number of residential and business premises).
pre-sales
City | 3Q 2019 | 3Q 2020 | Jan-Sep 2019 | Jan-Sep 2020 |
Warsaw | 91 | 96 | 359 | 222 |
Wrocław | 62 | 73 | 182 | 199 |
Cracow | 73 | 55 | 175 | 124 |
Gdańsk | 67 | 128 | 191 | 210 |
Łódź | 0 | 0 | 4 | 0 |
Katowice | 17 | 6 | 17 | 26 |
TOTAL | 310 | 358 | 928 | 781 |
+15% | -16% | |||
delivery | ||||
City | 3Q 2019 | 3Q 2020 | Jan-Sep 2019 | Jan-Sep 2020 |
Warsaw | 96 | 2 | 962 | 226 |
Wrocław | 2 | 60 | 164 | 60 |
Cracow | 2 | 102 | 357 | 356 |
Gdańsk | 5 | 100 | 291 | 104 |
Łódź | 0 | 0 | 4 | 0 |
Katowice | 0 | 0 | 0 | 0 |
TOTAL | 105 | 264 | 1778 | 746 |
+151% | -58% | |||
offer | ||||
City | sold | on offer * | to be included in offer | total for sale |
Warsaw | 5,536 | 253 | 1,791 | 2,044 |
Wrocław | 3,361 | 283 | 963 | 1,246 |
Cracow | 3,037 | 391 | 2,109 | 2,500 |
Gdańsk | 1,699 | 523 | 1,456 | 1,979 |
Łódź | 60 | 0 | 275 | 275 |
Katowice | 73 | 191 | 956 | 1,147 |
TOTAL | 13,766 | 1,641 | 7,550 | 9,191 |
- including Ceglana Park Stage 2 (178 premises), Centralna Park Stage 6 (270 premises), Osiedle Latarników Stage 2 (218 premises) - introduced to sales, construction not started yet
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The below item describes the Group's projects - implemented, under construction and at the preparatory stage as at 30 September 2020.
4.1.1 Development Projects - Implemented Commercial Projects
Construction | |||||
Name of Project | City | District | Segment | Completion | Area (sq m) |
Date | |||||
Wola Retro | Warsaw | Wola | Office and | Q3 2019 | 25,954 |
services | |||||
Arkady Wrocławskie | Wrocław | Krzyki | Office, retail and | Q2 2007 | 38,638 |
services | |||||
Sky Tower | Wrocław | Krzyki | Office, retail and | Q1 2013 | 53,859 |
services | |||||
Wola Center * | Warsaw | Wola | Office and | Q3 2013 | 33,283 |
services | |||||
Retro Office House * | Wrocław | Stare Miasto | Office and | Q1 2018 | 21,914 |
services | |||||
Silesia Star * | Katowice | Bogucice | Office and | Q4 2014 | 14,969 |
(Building A) | Zawodzie | services | |||
Silesia Star * | Katowice | Bogucice | Office and | Q3 2016 | 14,210 |
(Building B) | Zawodzie | services | |||
- parcels of land, on which the "Retro Office House" building (in Wrocław) and the "Silesia Star" Buildings A & B (in Katowice) had been erected, were disposed of by Group companies in 2019, whereas the "Wola Center" building in Warsaw in 2020.
The following table presents NOI for commercial real property of the Company in Q3 2019 and Q3 2020 and WALT as at 30 September 2020:
NOI for commercial real property (EUR million) | Q3 2019 | Q3 2020 | WALT Q3 2020 |
Arkady Wrocławskie | 3.18 | 2.69 | Office area - 2.7 |
Retail area - 2.9 | |||
Sky Tower | 4.31 | 4.28 | Office area - 3.9 |
Retail area - 4.7 | |||
Wola Retro | n/a | 1.71 | Office area - 7.6 |
Retail area - 10.8 | |||
The following table shows the valuations of commercial buildings made by valuers or the Management Board of the Company as at 30 September 2020:
Real property | 30/09/2020 | ||||
Yield | Valuation in EUR | ||||
Arkady Wrocławskie * | services | 8.05% | 48,060,000 | ||
offices | 8.05% | ||||
services | 7.25% | ||||
Sky Tower | B1 & B3 offices | 6.75% | 115,670,000 | ||
B2 offices | 6.75% | ||||
Wola Retro | offices | 5.70% | 73,550,000 | ||
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Housing Projects
Construction | Number of | ||||||
Apartments and | |||||||
Name of Project | City | District | Segment | Completion | Area (sq m) | ||
Commercial | |||||||
Date | |||||||
Premises | |||||||
Przy Promenadzie | Warsaw | Praga-Południe | Apartments, | Q4 2010 | 730 | 48,160 | |
(stage 1-3) | services | ||||||
Przy Promenadzie | Warsaw | Praga-Południe | Apartments, | Q3 2016 | 202 | 9,773 | |
(stage 4) | services | ||||||
Rezydencja Kaliska | Warsaw | Śródmieście- | Apartments, | Q1 2011 | 101 | 7,430 | |
Ochota | services | ||||||
Q4 2012 | 114 | 6,918 | |||||
Q3 2014 | 229 | 13,141 | |||||
Powstańców 33 | Ząbki near | Apartments, | Q3 2016 | 230 | 13,635 | ||
(stage 1-5) | Warsaw | services | |||||
Q3 2018 | 165 | 10,045 | |||||
Q2 2019 | 123 | 6,958 | |||||
Q4 2014 | 192 | 10,008 | |||||
Q4 2015 | 112 | 5,628 | |||||
Q1 2018 | 157 | 7,982 | |||||
Na Woli | Warsaw | Wola | Apartments, | Q4 2018 | 150 | 7,586 | |
(stage 1-8) | services | Q1 2019 | 147 | 7,565 | |||
Q2 2019 | 147 | 7,554 | |||||
Q4 2019 | 301 | 15,610 | |||||
Q3 2020 | 177 | 9,547 | |||||
Poborzańska | Warsaw | Targówek | Apartments, | Q2 2016 | 91 | 4,189 | |
services | |||||||
Q2 2016 | 140 | 7,409 | |||||
Mała Praga | Warsaw | Praga Południe | Apartments, | Q3 2017 | 217 | 11,359 | |
(stage 1-4) | services | Q1 2018 | 158 | 8,124 | |||
Q1 2019 | 235 | 12,058 | |||||
Q4 2017 | 170 | 8,988 | |||||
Korona Pragi | Warsaw | Praga Południe | Apartments, | Q3 2018 | 171 | 8,992 | |
(stage 1-3) | services | ||||||
Q4 2018 | 173 | 9,086 | |||||
Q2 2017 | 159 | 8,604 | |||||
Krzemowe | Warsaw | Mokotów | Apartments | Q4 2017 | 244 | 11,917 | |
(stage 1-3) | |||||||
Q4 2018 | 130 | 6,622 | |||||
Q3 2012 | 176 | 9,352 | |||||
Maestro | Wrocław | Krzyki-Jagodno | Apartments | Q3 2013 | 160 | 8,829 | |
(stage 1-3) | |||||||
Q3 2017 | 125 | 7,126 | |||||
Q2 2013 | 72 | 2,819 | |||||
Potokowa | Wrocław | Maślice | Apartments and | Q3 2013 | 42 | 4,486 | |
(stage 1-3) | houses | ||||||
Q2 2014 | 73 | 3,621 | |||||
Graniczna | Wrocław | Fabryczna | Apartments | Q3 2013 | 173 | 9,200 | |
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(stage 1-6) | Q3 2014 | 179 | 8,716 | ||||
Q4 2015 | 187 | 9,688 | |||||
Q2 2016 | 125 | 6,449 | |||||
Q4 2016 | 168 | 9,103 | |||||
Q3 2017 | 168 | 9,119 | |||||
Nowalia | Wrocław | Klecina | Terraced houses | Q1 2014 | 44 | 4,634 | |
Brzeska 5 | Wrocław | Krzyki | Apartments, | Q4 2014 | 167 | 7,889 | |
services | |||||||
Stabłowicka 77 | Wrocław | Fabryczna | Apartments | Q3 2014 | 73 | 4,259 | |
(stage 1-2) | Q1 2015 | 60 | 3,159 | ||||
Dolina Piastów | Wrocław | Fabryczna | Apartments | Q2 2016 | 176 | 9,278 | |
Nowa Tęczowa | Wrocław | Stare Miasto | Apartments, | Q1 2018 | 212 | 10,025 | |
services | |||||||
Sołtysowicka | Wrocław | Sołtysowice | Apartments | Q1 2018 | 165 | 9,486 | |
Między Parkami | Wrocław | Klecina | Apartments | Q1 2019 | 164 | 8,607 | |
(stage 1) | |||||||
Małe Wojszyce | Wrocław | Wojszyce | Apartments | Q2 2020 | 63 | 3,636 | |
Q4 2011 | 120 | 6,624 | |||||
Q4 2012 | 164 | 8,960 | |||||
Q3 2014 | 42 | 2,162 | |||||
Słoneczne Miasteczko | Cracow | Bieżanów- | Apartments | Q4 2015 | 120 | 6,498 | |
(stage 1-8) | Prokocim | Q2 2017 | 108 | 5,894 | |||
Q4 2018 | 108 | 5,903 | |||||
Q1 2019 | 108 | 5,878 | |||||
Q3 2020 | 108 | 5,806 | |||||
Okulickiego 59 | Cracow | Mistrzejowice | Apartments, | Q4 2012 | 146 | 6,701 | |
services | |||||||
Q2 2015 | 164 | 8,011 | |||||
Grzegórzecka | Cracow | Śródmieście | Apartments, | Q4 2015 | 149 | 7,042 | |
(stage 1-4) | services | Q1 2016 | 85 | 4,562 | |||
Q1 2017 | 242 | 11,928 | |||||
Q2 2017 | 150 | 7,055 | |||||
Q1 2018 | 130 | 6,190 | |||||
Centralna Park | Cracow | Czyżyny | Apartments | Q4 2018 | 264 | 12,941 | |
(stage 1-5) | |||||||
Q4 2019 | 151 | 7,459 | |||||
Q1 2020 | 103 | 5,183 | |||||
5 Dzielnica | Cracow | Krowodrza | Apartments, | Q1 2017 | 190 | 10,018 | |
(stage 1-2) | services | Q3 2017 | 113 | 5,678 | |||
Przy Srebrnej | Gdańsk | Łostowice | Apartments, | Q4 2012 | 72 | 3,795 | |
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(stage 1-4) | services | Q3 2014 | 28 | 1,734 | ||
Q4 2014 | 46 | 2,104 | ||||
Q3 2016 | 32 | 1,687 | ||||
Q1 2018 | 65 | 2,940 | ||||
Q4 2018 | 65 | 2,949 | ||||
Świętokrzyska Park | Gdańsk | Łostowice | Apartments | Q2 2019 | 65 | 2,936 |
(stage 1-5) | ||||||
Q4 2019 | 65 | 2,939 | ||||
Q3 2020 | 108 | 5,306 | ||||
Przy Alejach | Gdańsk | Zaspa | Apartments | Q2 2016 | 110 | 5,521 |
(stage 1-2) | Q2 2017 | 97 | 5,087 | |||
Bastion Wałowa | Gdańsk | Śródmieście | Apartments | Q4 2017 | 230 | 12,336 |
(stage 1-2) | Q4 2018 | 230 | 12,339 | |||
Dębowa Ostoja | Łódź | Bałuty | Terraced houses | Q3 2011 | 22 | 4,548 |
(1 stage) | ||||||
Pustynna 43 | Łódź | Górna | Apartments | Q4 2012 | 38 | 2,884 |
(1 stage) | ||||||
Total | 11,975 | 643,969 | ||||
As at 30 September 2020, the Group failed to deliver 223 premises located in the aforesaid competed projects.
4.1.2 Development projects under Construction Housing Projects
Planned | Number of | |||||||
Name of Project | City | District | Segment | Construction | Apartments and | Area (sq m) | ||
Completion | Commercial | |||||||
Date | Premises | |||||||
Na Woli | Warsaw | Wola | Apartments, | Q4 2021 | 305 | 15,873 | ||
(stage 9) | services | |||||||
Mały Grochów | Warsaw | Grochów | Apartments, | Q1 2021 | 105 | 5,338 | ||
(stage 1-2) | services | Q1 2021 | 137 | 7,014 | ||||
Rokokowa Residence | Warsaw | Bielany | Apartments, | Q1 2021 | 29 | 3,548 | ||
houses | ||||||||
Mała Praga | Warsaw | Praga Południe | Apartments, | Q4 2021 | 48 | 2,940.36 | ||
(stage 5) | services | |||||||
Kamienna | Wrocław | Huby | Apartments, | Q1 2021 | 253 | 13,082 | ||
(stage 1-2) | services | Q1 2021 | 186 | 9,761 | ||||
Nowa Racławicka | Wrocław | Krzyki | Apartments | Q1 2021 | 231 | 13,297 | ||
Między Parkami | Wrocław | Klecina | Apartments | Q4 2021 | 202 | 12,972 | ||
(stage 2) | ||||||||
Słoneczne Miasteczko | Cracow | Bieżanów- | Apartments | Q1 2021 | 102 | 5,865 | ||
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(stage 9 - 11) | Prokocim | Q3 2021 | 124 | 8,641 | ||
Q1 2022 | 102 | 5,687 | ||||
Przy Mogilskiej | Cracow | Prądnik | Apartments | Q2 2021 | 65 | 3,031 |
(stage 1) | Czerwony | |||||
Świętokrzyska Park | Gdańsk | Łostowice | Apartments | Q4 2020 | 54 | 2,654 |
(stage 6-7) | Q2 2021 | 108 | 5,146 | |||
Wałowa | Gdańsk | Śródmieście | Apartments | Q4 2020 | 140 | 7,192 |
(stage 3-4) | Q4 2020 | 115 | 4,068 | |||
Osiedle Latarników | Gdańsk | Letnica | Apartments, | Q4 2021 | 135 | 7,677 |
(stage 1) | services | |||||
Baltea | Gdańsk | Przymorze | Apartments, | Q4 2022 | 239 | 15,221 |
services | ||||||
Ceglana Park | Katowice | Brynów | Apartments, | Q4 2020 | 86 | 5,305 |
(stage 1) | services | |||||
Total | 2,766 | 154,310 | ||||
As at 30 September 2020, the Group had sold 1.816 premises which were under construction at that time.
4.1.3 Development Projects in Preparation (Currently Land Banked)
Commercial Projects
Name of Project | City | GLA | Planned Construction | ||
(sq m) | Commencement Date | ||||
Kolejowa | Wrocław | 33,000 | Q2 201 | ||
Housing Projects
Number of | |||||
Name of Project | City | Apartments and | Area (sq m) | ||
Commercial | |||||
Premises | |||||
Trzcinowa | Warsaw | 167 | 8,833 | ||
Toruńska | Warsaw | 196 | 10,219 | ||
Jagiellońska | Warsaw | 162 | 8,362 | ||
Podskarbińska | Warsaw | 1,266 | 67,030 | ||
Reszelska | Wrocław | 84 | 5,337 | ||
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Reja | Wrocław | 61 | 2,954 | |
Mglista | Wrocław | 48 | 2,970 | |
Orawska | Wrocław | 644 | 34,526 | |
Cynamonowa | Wrocław | 126 | 6,516 | |
Vratislavia Reidence | Wrocław | - | - | (*) |
(Malin) | ||||
Słoneczne Miasteczko | Cracow | 412 | 23,418 | |
Przy Mogilskiej | Cracow | 273 | 12,312 | |
Grzegórzecka | Cracow | 471 | 25,699 | |
Centralna Park | Cracow | 864 | 46,629 | |
Braci Czeczów | Cracow | 89 | 5,000 | |
Świętokrzyska Park | Gdańsk | 259 | 13,626 | |
Przy Alejach | Gdańsk | 48 | 2,891 | |
(stage 3) | ||||
Ptasia | Gdańsk | 158 | 7,991 | |
Osiedle Latarników | Gdańsk | 170 | 9,110 | |
Marinus | Gdańsk | 87 | 5,049 | |
Bajkowy Park | Gdańsk | 754 | 43,628 | |
Ceglana Park | Katowice | 956 | 51,937 | |
Pustynna 43 | Łódź | 114 | 8,286 | |
Dębowa Ostoja | Łódź | 161 | 24,479 | |
(**) | ||||
Total | 7,550 | 426,801 | ||
- The Malin Project was not taken into consideration for the calculation of land bank as at 30/09/2020
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- the list does not include Ceglana Park Stage 2 (178 premises), Centralna Park
Stage 6 (270 premises), Osiedle Latarników Stage 2 (218 premises) - included in offer before 30/09/2020
4.2 Description of Factors and Events, Particularly Non-typical Ones, Which Have Significant Impact on Achieved Financial Results
No special or uncommon events occurred, which could affect the produced financial results.
4.3 Management Board's Opinion Regarding Feasibility of Meeting Earlier Published Financial Forecasts for Given Year, in View of Results Presented in This Quarterly Report as Compared to Forecast Results
The Issuer did not publish any financial forecasts for the year 2020.
4.4 Ownership Structure of Issuer's Qualifying Holding
As at 30 September 2020 the share capital of Develia S.A. amounted to PLN 447,558,311 and was divided into 447,558,311 ordinary bearer shares carrying one vote at the General Meeting, with a par value of PLN 1.00 each.
Ownership structure of qualifying holding as at the date of submitting semi-annual consolidated financial statements for
Q3 2020, according to information obtained by Issuer:
Number of | Number of | Share (%) in total | ||
Shareholder | Share in Share Capital (%) | vote at general | ||
shares | votes | |||
meeting | ||||
Nationale-Nederlanden Otwarty Fundusz | 83,470,921 | 83,470,921 | 18.65 % | 18.65 % |
Emerytalny | ||||
Otwarty Fundusz Emerytalny PZU "Złota | 77,195,648 | 77,195,648 | 17.25 % | 17.25 % |
Jesień" | ||||
AVIVA Otwarty Fundusz Emerytalny AVIVA | 59,612,000 | 59,612,000 | 13.32% | 13.32% |
Santander | ||||
MetLife Otwarty Fundusz Emerytalny | 34,528,295 | 34,528,295 | 7.71% | 7.71% |
Ownership Structure of Qualifying Holding as at Date of Submitting Financial Statements for H1 2020, According to Information Obtained by Issuer:
Number of | Number of | Share (%) in total | ||||
Shareholder | Share in Share Capital (%) | vote at general | ||||
shares | votes | |||||
meeting | ||||||
Nationale-Nederlanden Otwarty Fundusz | 83,470,921 | 83,470,921 | 18.65 % | 18.65 % | ||
Emerytalny | ||||||
Otwarty Fundusz Emerytalny PZU "Złota | 77,195,648 | 77,195,648 | 17.25 % | 17.25 % | ||
Jesień" | ||||||
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AVIVA Otwarty Fundusz Emerytalny AVIVA | 59,612,000 | 59,612,000 | 13.32% | 13.32% |
Santander | ||||
MetLife Otwarty Fundusz Emerytalny | 34,528,295 | 34,528,295 | 7.71% | 7.71% |
On 18 June 2020, Aegon Otwarty Fundusz Emerytalny gave the Issuer a notice that as a consequence of a transaction consisting in the disposal of shares, made on 16 June 2020 and settled on 18 June 2020, the fund decreased its shareholding in Develia S.A. ("the Company") below five per cent of votes of the General Meeting. Prior to the disposal of shares, Aegon Otwarty Fundusz Emerytalny held 23,031,601 Company's shares, accounting for 5.15 per cent of share in the share capital, and 23,031,601 votes attaching to the shares, representing 5.15 per cent of total vote. Following the said transaction the fund held 16,831,601 Company's shares, accounting for 3.76 per cent of share in the share capital, and 16,831,601 votes attaching to the shares, representing 3.76 per cent of total vote.
Except for the foregoing changes, within the period from the submission of the H1 2020 report to the date of the preparation hereof, nothing else changed significantly in the ownership structure of the Issuer's qualifying holding.
4.5 Issuer's Shares or Rights (Options) Thereto Held by Persons Responsible for Management and Supervision of Issuer as at Date of Release of Q3 2020 Report, Including Changes in Number of Shares or Rights Thereto Owned by Such Persons in Period Following Submission of Previous Quarterly Report
Holding of the | Holding of the | ||||
Issuer's shares as | Issuer's shares | ||||
Full name | Function in the body | at 08/09/2020 | Decrease | Increase | as at 16/11/2020 |
Supervisory staff | |||||
Jacek Osowski | Chairman of Supervisory | - | - | - | - |
Board | |||||
Artur Osuchowski | Vice Chairman of | - | - | - | - |
Supervisory Board | |||||
Paweł Małyska | Member of Supervisory | - | - | - | - |
Board | |||||
Piotr Kaczmarek | Member of Supervisory | - | - | - | - |
Board | |||||
Robert Pietryszyn | Member of Supervisory | - | - | - | - |
Board | |||||
Piotr Pinior | Member of Supervisory | - | - | - | - |
Board | |||||
Marcin Eckert 1) | Member of Supervisory | n/a | n/a | n/a | - |
Board | |||||
- A Supervisory Board Member as of 6 October 2020.
Management staff
Paweł Ruszczak | acting President of | 35,200 | - | - | 35,200 |
Management Board | |||||
Tomasz Wróbel | Member of | - | - | - | - |
Management Board | |||||
Mirosław Kujawski | Member of | - | - | - | - |
Management Board | |||||
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4.6 Information about Proceedings Before Courts, Relevant Arbitration Authority or Public Administration Authority
In the period of 9 months ended 30 September 2020, there were no significant proceedings before the court or arbitration or public administration authorities with regard to liabilities or receivables of Develia S.A. or its subsidiaries, the value of which would have an important bearing on the financial standing of the Group companies. The subsidiary undertakings of Develia S.A. are parties to court and public administration proceedings whose value is insignificant for their operations or financial standing. The vast majority of other cases relate to claims lodged by subsidiaries of Develia S.A. against their debtors. Provisions for legal actions are shown in Note 2.14 and 3.10 to the Financial Statements.
4.7 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with Related Entities (If Made on Terms Other Than at Arm's Length)
In the discussed reporting period neither the Issuer not its subsidiary undertakings concluded with a related entity any transactions, which were effected on the terms other than at arm's length.
4.8 Information about Loan or Borrowing Surety or Guarantee Granted by ISSUER or Its Subsidiary Undertaking
In pursuance of the Preliminary Sales and Purchase Agreement, the Company undertook to the Purchaser to stand surety for the Seller, Warszawa Przyokopowa Sp. z o.o., under which it guaranteed that:
- The seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa Sp. z o.o., as the seller, arising from agreements covering the subject-matter of the transaction, and
- The Company would incur debts of Warszawa Przyokopowa Sp. z o.o. arising from obligations and liabilities of that company under the Sales and Purchase Agreement, if the seller ceased its operations, went into liquidation or was dissolved, which circumstances were described in the surety arrangements,
- The contractual penalty would be paid, should the purchaser withdraw from the preliminary agreement due to reasons attributable to the seller.
In the reporting period ended 30 September 2020, neither the Issuer nor any of its subsidiaries gave any significant surety or guarantee to the benefit of other entities, except for those mentioned above.
4.9 Other Information Deemed by Group as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations
Apart from the events referred to herein, in the reporting period ended 30 September 2020 there were no other events concerning the Group, which would have any impact on the assessment of personnel, assets and financial standing and on the evaluation of the Issuer's feasibility of discharging its obligations.
4.10 Factors Which in Issuer's Opinion May Affect Its Performance at Least in Perspective of Following Quarter
The results achieved by the Develia S.A. Group will be highly affected by a macroeconomic situation, in particular when considering the availability of mortgage loans for potential clients and the development of economic situation amidst the epidemic. These factors are strong determinants of the demand for new apartments and the structure and price thereof. In addition, a factor that might have a bearing on demand for flats is uncertainty about a slowdown in the global economy due to coronavirus, which may also translate into customers deciding to refrain from purchasing flats.
According to the definition provided in IFRS 15, the Develia S.A. Group recognise revenue from sales of residential and retail units on the transfer of control to the customer. As a consequence, in the next quarter the results of sale will depend on the value of premises transferred to the client in line with the above description.
The operating performance of the Group will be also influenced by the level of revenue generated from the rental of commercial space in the following developments: Arkady Wrocławskie, Sky Tower and Wola Retro, which is linked to
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the EUR exchange rate. The EUR exchange rate will also affect the valuation of foreign currency loans and investment property Arkady Wrocławskie, Sky Tower and Wola Retro.
In the long term, in the opinion of the Management Board, the following will also influence the Group's performance:
- implementation of the strategy of acquiring land for residential buildings and carrying out investments on the land to ensure the appropriate offering scale of the Group, adequate to the demand on the market,
- A shift in an attitude towards commercial property in the Develia's Group portfolio, manifested through an opportunity for the sale of selected assets;
- Increasing construction costs of new development projects, which may have a direct bearing on margins achieved in the future;
- Increasing costs of funding raised through the issue of bonds and limited access to this market, associated with the current situation on the capital market and a possibility that more stringent regulations may be brought in;
- Further uncertainty over the epidemic situation in Poland and all around the world.
The document has been signed by a qualified electronic signature
Paweł Ruszczak | Mirosław Kujawski | Tomasz Wróbel |
acting President of Management Board | Member of Management Board | Member of Management Board |
Wrocław, 16 November 2020
81
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Develia SA published this content on 30 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2020 15:50:04 UTC