Bárány Kristóf Péter
Németh Gábor
Shopper Park Plus Nyrt.
Consolidated condensed non-audited interim financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union
For the nine months period ending 30.09.2023
(English translation of the original report)
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
Table of contents
Consolidated statement of comprehensive income for the nine and three month periods ending | ||
Consolidated statement of financial position (balance sheet) | ||
Consolidated statement of changes in equity for the nine months period ending 30.09.2023 | ||
Consolidated cash flow statement for the nine months period ending 30.09.2023 | ||
Condensed supplementary notes to the consolidated interim financial statements | ||
Other statements related to the interim financial statements | ||
Significant changes in the consodliated statement of financial position | ||
4. | Segment information | 11 |
5. | Fair valuation gains on investment property | 12 |
6. | Rental income | 13 |
7. | Net service result | 13 |
8. | Administrative expenses | 14 |
9. | Related parties | 15 |
10. | Financial instruments | 16 |
11. | Income taxes | 17 |
12. | Expenses related to issuing of own shares | 17 |
13. | Valuation of financial instruments | 17 |
14. | Contingent assets, contingent liabilities and commitments | 21 |
15. | Events after the balance sheet date of the interim financial statements | 22 |
2
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
Consolidated statement of comprehensive income for the nine and three month periods ending 30.09.2023
Data in EUR
Not audited | Not audited | Not audited | Not audited | ||||||||||||
three | three | ||||||||||||||
nine months | nine months | ||||||||||||||
months | months | ||||||||||||||
Note | period | period | |||||||||||||
period | period | ||||||||||||||
ending | ending | ||||||||||||||
ending | ending | ||||||||||||||
30.09.2023 | 30.09.2022 | ||||||||||||||
30.09.2023 | 30.09.2022 | ||||||||||||||
Rental income | 6 | 16 337 692 | 5 619 491 | 5 609 329 | 4 735 174 | ||||||||||
Operating fees and other revenue | 6 | 20 077 575 | 6 113 717 | 5 910 084 | 5 268 482 | ||||||||||
Operating and other property-related expenses | 6 | (21 959 888) | (7 592 967) | (6 075 871) | (5 974 375) | ||||||||||
Gross result | 14 455 379 | 4 140 241 | 5 443 542 | 4 029 281 | |||||||||||
Administrative expenses | 7 | (1 947 361) | (2 877 875) | (508 120) | (642 893) | ||||||||||
Fair valuation gains on investment properties | 5 | 3 977 909 | 19 893 791 | 289 495 | (50 116) | ||||||||||
Operating result | 16 485 927 | 21 156 157 | 5 224 917 | 3 336 272 | |||||||||||
Financial income | 1 609 190 | 1 451 045 | 471 128 | 1 449 788 | |||||||||||
Financial expenses | (9 392 143) | (1 411 468) | (2 943 890) | (998 393) | |||||||||||
Profit before tax | 8 702 974 | 21 195 734 | 2 752 155 | 3 787 667 | |||||||||||
Income tax | (409 496) | (1 504 742) | (274 434) | 96 213 | |||||||||||
Result of the current year | 8 293 478 | 19 690 992 | 2 477 721 | 3 883 880 | |||||||||||
Of which attributable to owners of the parent | |||||||||||||||
company | 8 293 478 | 19 690 992 | 2 477 721 | 3 883 880 | |||||||||||
Other comprehensive income to be reclassified | |||||||||||||||
to profit or loss for the period | |||||||||||||||
Swaps transactions period end valuation | |||||||||||||||
difference | 429 765 | 545 095 | (133 123) | (282 811) | |||||||||||
Other comprehensive income not to be | |||||||||||||||
reclassified to profit or loss for the period: | |||||||||||||||
Result on financial instruments measured | |||||||||||||||
against other comprehensive income | 0 | 0 | 0 | ||||||||||||
Other comprehensive income for the year | 429 765 | 545 095 | (133 123) | (282 811) | |||||||||||
Overall comprehensive income | 8 723 243 | 20 236 087 | 2 344 598 | 3 601 069 | |||||||||||
Of which attributable to owners of the parent | |||||||||||||||
company | 8 723 243 | 20 236 087 | 2 344 598 | 3 601 069 | |||||||||||
Earnings per share | 0,86 | 4,71 | 0,26 | 0,40 | |||||||||||
Basic and diluted EPS for share type A | 0,86 | 4,71 | 0,26 | 0,40 | |||||||||||
Basic and diluted EPS for share type B | 0,86 | 4,71 | 0,26 | 0,40 |
3
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
Consolidated statement of financial position (balance sheet)
Data in EUR
Note | Not audited | 31.12.2022 | |||||||
30.09.2023 | |||||||||
Assets | |||||||||
Fixed assets | 285 446 518 | 279 647 973 | |||||||
Investment properties | 5 | 285 435 000 | 279 645 000 | ||||||
Shares | 0 | 0 | |||||||
Other fixed assets | 11 518 | 2 973 | |||||||
Current assets | 28 605 267 | 31 233 796 | |||||||
Lease and other accounts receivables | 3 | 6 911 864 | 3 711 138 | ||||||
Current income tax receivable | 299 492 | 249 483 | |||||||
Other receivables | 3 | 5 477 387 | 13 069 018 | ||||||
Fair value of swap transactions | 9 | 692 562 | 262 797 | ||||||
Bank security accounts | 9 761 645 | 9 449 567 | |||||||
Cash and cash equivalents | 5 462 317 | 4 491 793 | |||||||
Total assets | 314 051 785 | 310 881 769 | |||||||
Equity and liabilities | |||||||||
Equity | 124 039 517 | 119 169 072 | |||||||
Registered capital | 963 200 | 963 200 | |||||||
Capital reserve | 95 356 800 | 95 356 800 | |||||||
Other comprehensive income | 692 562 | 262 797 | |||||||
Retained earnings | 18 733 477 | (327 699) | |||||||
Profit of the year | 8 293 478 | 22 913 974 | |||||||
Non-current liabilities | 146 451 860 | 159 368 971 | |||||||
Long-term loans and borrowings | 3 | 135 550 332 | 139 833 824 | ||||||
Tenant deposits | 6 343 626 | 5 948 701 | |||||||
Deferred tax liabilities | 3 821 853 | 3 590 305 | |||||||
Other non-current liabilities | 3 | 736 049 | 9 996 141 | ||||||
Current liabilities | 43 560 408 | 32 343 726 | |||||||
Short-term loans and borrowings | 3 | 15 890 792 | 10 531 250 | ||||||
Accounts payables | 3 | 1 224 443 | 238 205 | ||||||
Current income tax liabilities | (6 464) | 25 270 | |||||||
Provisions | 0 | 154 662 | |||||||
Other current liabilities | 3 | 26 451 637 | 21 394 339 | ||||||
Total liabilities | 190 012 268 | 191 712 697 | |||||||
Total equity and liabilities | 314 051 785 | 310 881 769 | |||||||
4 |
Consolidated statement of changes in equity for the nine months period ending 30.09.2023.
Data in EUR
Swap transactions | Reserve for result of | ||||||
other financial financial | |||||||
Registered | Capital | period end | Retained | Profit of the | |||
instruments measured | Total | ||||||
capital | reserve | valuation | earnings | current year | |||
against comprehensive | |||||||
difference reserve | |||||||
income | |||||||
Balance on 31.12.2021 | 16 200 | 1 603 800 | 0 | 0 | (701 693) | 373 994 | 1 292 301 |
Total comprehensive income for the year | 0 | 0 | 827 906 | 0 | 0 | 19 690 992 | 20 518 898 |
Transfer of previous year's profit to retained earnings | 0 | 0 | 0 | 0 | 373 994 | (373 994) | 0 |
Dividends paid to shareholders of the parent company | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Increase in share capital | 947 000 | 93 753 000 | 0 | 0 | 0 | 0 | 94 700 000 |
Effect of change in accounting policy | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Balance on 30.09.2022 | 963 200 | 95 356 800 | 827 906 | 0 | (327 699) | 19 690 992 | 116 511 199 |
Total comprehensive income for the year | 0 | 0 | (565 109) | 0 | 0 | 3 222 982 | 2 657 873 |
Transfer of previous year's profit to retained earnings | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Dividends paid to shareholders of the parent company | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Increase in share capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Effect of change in accounting policy | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Balance on 31.12.2022 | 963 200 | 95 356 800 | 262 797 | 0 | (327 699) | 22 913 974 | 119 169 072 |
Total comprehensive income for the year | 0 | 0 | 429 765 | 0 | 0 | 8 293 478 | 8 723 243 |
Transfer of previous year's profit to retained earnings | 0 | 0 | 0 | 0 | 22 913 974 | (22 913 974) | 0 |
Dividends paid to shareholders of the parent company | 0 | 0 | 0 | 0 | (3 852 800) | 0 | (3 852 800) |
Increase in share capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Effect of change in accounting policy | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Closing balance on 30.09.2023 | 963 200 | 95 356 800 | 692 562 | 0 | 18 733 477 | 8 293 478 | 124 039 517 |
Consolidated cash flow statement for the nine months period ending 30.09.2023
Data in EUR
Not audited nine | Not audited nine | |
months period | months period | |
ending | ending | |
30.09.2023 | 30.09.2022 | |
Cash flow from operating activities: | ||
Profit before tax | 8 702 974 | 21 195 734 |
Corrections: | ||
Fair value of investment properties | (3 977 909) | (19 893 791) |
Currency conversion | (1 346) | 104 345 |
Increase / decrease of provisions | (154 662) | 0 |
Other corrections of the result | 5 963 940 | 1 166 254 |
Changes in accounts receivables and other receivables | 4 463 654 | (7 515 049) |
Increase / decrease in deposits, restricted cash and tenant deposits | 394 925 | 1 742 316 |
Increase / decrease in restricted cash balances | (312 078) | (6 209 500) |
Decrease/increase in account payables and other current payables | (3 175 998) | 9 028 171 |
Income tax paid / payable | (177 948) | 0 |
Net cash flow from operating activities | 11 725 552 | (381 520) |
Cash flow from investing activities | ||
Acquisition of investment properties | (1 812 091) | (238 410 631) |
Purchase of other fixed asset | (8 968) | (999) |
Net cash flow from investing activities | (1 821 059) | (238 411 630) |
Cash flow from financing activities | ||
Repayment of loan/borrowings to 3rd parties | (4 125 000) | (2 625 000) |
Loan / borrowings from 3rd parties | (0) | 150 000 000 |
Loans from related parties outside the group | 5 006 000 | 0 |
Capital increase | 0 | 94 700 000 |
Interest paid | (5 963 515) | (1 166 213) |
Dividends paid | (3 852 800) | 0 |
Net cash flow from financing activities | (8 935 315) | 240 908 787 |
Net change in cash and cash equivalents | 969 178 | 2 115 637 |
Cash and cash equivalents at the beginning of the year | 4 491 793 | 1 622 539 |
Exchange rate gains/ (losses) on cash and cash equivalents | 1 346 | (104 345) |
Period end balance of cash and cash equivalents | 5 462 317 | 3 633 831 |
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
Condensed supplementary notes to the consolidated interim financial statements
1. General background
Name of the parent company: | Shopper Park Plus Ltd. |
Tax number: | 27033498-2-44 |
Registered seat: | 1015. Budapest, Batthyány street 3. ground floor 1. |
Company registration number: | 01-10-140433 |
Shopper Park Plus Ltd. (SPP, Parent Company or Company) was incorporated on 9. July, 2019 as Graduw Zrt. The Company was registered by the National Tax and Customs Administration on 8. January, 2022, with effect from 1 January, 2022, as a Regulated Real Estate Investment Pre-Company.
The majority shareholder of the Parent Company is Penta CEE Holding Ltd. from 20. December, 2021, with its registered office at 1015. Budapest, Batthyány street 3. ground floor 1, Hungary. The Final Parent company of the Company is Adventum Penta Fund SCA SICAV-RAIF.
The share capital of the Company is EUR 963,200.
The share capital of the Company consists of 8,132,000 dematerialized ordinary shares of series A with a nominal value of EUR 0.1 each, representing equal and identical membership rights, and 1,500,000 dematerialized preference shares of series B with a nominal value of EUR 0.1 each, representing equal and identical membership rights. Series B voting preference shares carry ten times the voting rights of Series A shares. No convertible or exchangeable shares were issued in the current period or in prior financial years. There were no transactions to acquire own shares in either 2022 or 2023.
Registered principal activity of the Company: 6810 Sale of own real estate.
The group is active in the development, management and renovation of commercial real estates. The Group develops its current properties with an intention to letting them on the basis of operating leases. However, this does not exclude the possibility of selling them in the future as part of the group's ongoing business activities.
Representatives of the Company: | ||
Bárány Kristóf Péter | Marton András | Németh Gábor |
1011 Budapest | 1124 Budapest | 1118 Budapest |
Ponty street 6. | Nárcisz street 56. 2. floor 5. | Radóc street 10. |
Joint representation right | Joint representation right | Joint representation right |
Transformation into a regulated real estate investment company
The Company was registered by the National Tax and Customs Administration on 8. January, 2022, with effect from 1 January, 2022, as a Regulated Real Estate Investment Pre-Company.
7
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
A Regulated Real Estate Investment Pre-Company (REIP) is a company that does not yet meet all the conditions for a REIT, but commits to meeting them in the future and to obtaining Regulated Real Estate Investment Company (REIT) status. The Company operated as REIP during the first nine months of 2023 and in 2022, and as such a company was exempt from corporate tax and local business tax obligations. Furthermore, due to the status of the regulated real estate investment pre-company, the Company was obliged to pay a uniform 2% property acquisition duty on the properties purchased in 2022, contrary to the general rules.
Pursuant to Section (3) §4 of the REIT Act, the Company is obliged to comply with all the conditions applicable to regulated real estate investment companies by 31 December 2023 at the latest in order for Hungarian Tax Authority (HTA) to register the Company as a regulated real estate investment company. If the Company fails to meet the deadline for fulfilling the prerequisites for becoming a REIT and/or submitting the relevant notification to the HTA and the HTA deletes the Company from the register of pre-enterprises without registering it as a REIT, the Company shall declare and pay twice the tax during the period of operation as a pre-company, calculated without taking into account the exemption under the first paragraph.
There are no regulated real estate investment project companies among the companies directly or indirectly owned by the Company.
Comparative period
On 15 June 2022, the Shopper Park Plus Group acquired the exclusive ownership of 14 Hungarian shopping centers and 100% ownership in 4 Czech companies, which owned a total of 4 Czech shopping centers. Prior to the acquisition of the shopping centers (in the first five and a half months of the reviewed period), the Group had no revenues from rents and had no assets to generate such revenues. Thus, data presented in the statement of comprehensive income and cash flow statement for the first nine months of 2022 only partially provide a clear picture of performance of the Shopper Park Plus Group with which the data for the first nine months of 2023 (period 15 June - 30 September 2022) can be properly compared.
Financing and financial result
The Shopper Park Plus Group partially financed the acquisition of the Hungarian shopping parks and the companies owning the Czech shopping parks by a bank loan. The loan agreement for the bank loan was concluded on 8 April 2022 and the loan was drawn down on 15 June 2022 in amount of MEUR 150. The comparative period, the first nine months of 2022, is affected by bank loan costs only for three and a half months.
8
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
2. Other statements related to the interim financial statements
These financial statements were prepared in accordance with International Accounting Standard 34 as adopted by the European Union. No new standard has been applied in the preparation of the interim financial statements, because it does not have a material impact on the financial statements.
The accounting policies applied in the interim financial statements are consistent with those applied in the comparative period and in the most recently published financial statements of 2022. The accounting policies presented have not changed from those applied at the year end. The interim financial statements should be read in conjunction with the previous year's financial statements.
There were no changes in the estimates used compared to the reference period.
There were no changes in the structure of the group in the first three quarters of 2023.
In the reviewed period, no new shares were issued, and no shares were repurchased by the Company.
The interim financial statements are prepared on a going concern basis.
3. Significant changes in the consodliated statement of financial position
Leasing- and other trade receivables
Balance of leasing- and other trade receivables of the Shopper Park Plus Group as of 31.12.2022 was EUR 3,711,138, which increased to EUR 6,911,864 as of 30.09.2023. The increase in trade receivables is due to the fact that the SPP group was only able to invoice a significant part of the 2022 utility costs to its lessor in 2023. Since then, invoices are issued continuously in stages.
Other receivables
Balance of other receivables of the Shopper Park Plus Group as of 31.12.2022 was EUR 13,069,018, which decreased to EUR 5,477,387 as of 30.09.2023. The decrease in other receivables is due to the fact that the SPP group was only able to invoice a significant part of the 2022 utility costs to its lessor in 2023. At 31.12.2022, these items were recognised as accrued income and were presented as other receivables.
Accounts payables
The balance of accounts payables of the Shopper Park Plus Group as of 31.12.2022 was EUR 238,205, which increased EUR 1,224,443 as of 30.09.2023. The balance of 31.12.2022 was very low due to one- off technical reason related to invoicing.
Loans and borrowings
The balance of loans and borrowings (short and long-term together) was EUR 150,365,074 at 31.12.2022, which increased to EUR 151,441,124 as of 30.09.2023. The main reason for the increase during this period is the repayment of member loan of MEUR 5 to Penta CEE Holding Zrt., offseted by the repayment of loan capital (EUR 4,125,000) transferred to the bank during the nine months.
9
Shopper Park Plus Nyrt. - Consolidated condensed non audited interim
financial statements for the nine months ending 30.09.2023
Other long-term liabilities
The balance of other long-term liabilities as of 31.12.2022 was EUR 9,996,141, which decreased to EUR 736,049 as of 30.09.2023. The main reason for the decrease is that the contingent purchase price obligation of the land repossession agreement with the previous owner will fall due in one year, so the total amount has been reclassified to current liabilities.
Other current liabilities
The balance of other current liabilities as of 31.12.2022 was EUR 21,394,339, which increased to EUR 26,451,637 as of 30.09.2023. The main reason for the increase is the reclassification of the contingent purchase price liability recorded for land repossessions from long-term to current and the change in the liability for the estimated retention of the purchase price based on the turnover-based rental rate, where the estimated liability has increased due to changing assumptions. As at 30.09.2023, the Group had not yet paid any contingent purchase price to the previous owner of the properties. As of 30.09.2023, SPP has paid a duty of EUR 3,249,151 on Hungarian properties, with an estimated liability of approximately TEUR 300 not yet imposed.
Investments
During the 9-month reviewed period, the cost of improving the properties amounted to EUR 1,812,091. There was no single standout item among the investments. These are mainly costs of renovation of technical premises, installation of alarm systems, upgrading of lightning protection and project management fees related to extensions, as well as leasing fees related to new leases.
9 months | 9 months period | |
Data in EUR | period ending | ending |
30.09.2023 | 30.09.2022 | |
Amounts capitalised on investment property | 1 812 091 | 238 410 631 |
-of which leasing fee | 108 514 | 161 026 |
10
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Shopper Park Plus Zrt. published this content on 21 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 December 2023 17:14:38 UTC.