724500SABXCV6OPXR277 2022-01-01 2022-12-31 724500SABXCV6OPXR277 2021-01-01 2021-12-31 724500SABXCV6OPXR277 2022-12-31 724500SABXCV6OPXR277 2021-12-31 724500SABXCV6OPXR277 2020-12-31 724500SABXCV6OPXR277 2021-01-01 2021-12-31 ifrs-full:IssuedCapitalMember 724500SABXCV6OPXR277 2021-01-01 2021-12-31 ifrs-full:SharePremiumMember 724500SABXCV6OPXR277 2021-01-01 2021-12-31 ifrs-full:RevaluationSurplusMember 724500SABXCV6OPXR277 2021-01-01 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 724500SABXCV6OPXR277 2021-01-01 2021-12-31 arcpf:EquityComponentConvertibleBondsMember 724500SABXCV6OPXR277 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 724500SABXCV6OPXR277 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 724500SABXCV6OPXR277 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 724500SABXCV6OPXR277 2022-01-01 2022-12-31 ifrs-full:RevaluationSurplusMember 724500SABXCV6OPXR277 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 724500SABXCV6OPXR277 2022-01-01 2022-12-31 arcpf:EquityComponentConvertibleBondsMember 724500SABXCV6OPXR277 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 724500SABXCV6OPXR277 2020-12-31 ifrs-full:IssuedCapitalMember 724500SABXCV6OPXR277 2020-12-31 ifrs-full:SharePremiumMember 724500SABXCV6OPXR277 2020-12-31 ifrs-full:RevaluationSurplusMember 724500SABXCV6OPXR277 2020-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 724500SABXCV6OPXR277 2020-12-31 arcpf:EquityComponentConvertibleBondsMember 724500SABXCV6OPXR277 2020-12-31 ifrs-full:RetainedEarningsMember 724500SABXCV6OPXR277 2021-12-31 ifrs-full:IssuedCapitalMember 724500SABXCV6OPXR277 2021-12-31 ifrs-full:SharePremiumMember 724500SABXCV6OPXR277 2021-12-31 ifrs-full:RevaluationSurplusMember 724500SABXCV6OPXR277 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 724500SABXCV6OPXR277 2021-12-31 arcpf:EquityComponentConvertibleBondsMember 724500SABXCV6OPXR277 2021-12-31 ifrs-full:RetainedEarningsMember 724500SABXCV6OPXR277 2022-12-31 ifrs-full:IssuedCapitalMember 724500SABXCV6OPXR277 2022-12-31 ifrs-full:SharePremiumMember 724500SABXCV6OPXR277 2022-12-31 ifrs-full:RevaluationSurplusMember 724500SABXCV6OPXR277 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 724500SABXCV6OPXR277 2022-12-31 arcpf:EquityComponentConvertibleBondsMember 724500SABXCV6OPXR277 2022-12-31 ifrs-full:RetainedEarningsMember iso4217:EUR iso4217:EUR xbrli:shares
ARCONA PROPERTY FUND N.V.
ANNUAL REPORT 2022
EOS BUSINESS PARK IN ROMANIA
2
CONTENTS
1
ARCONA PROPERTY FUND N.V
. ....................................................................................
6
2
FOREWORD FROM THE MANAGING BOARD
.................................................................
9
3
ARCONA PROPERTY FUND IN BRIEF
...........................................................................
11
4
PRE-ADVICE OF THE SUPERVISORY BOARD
..............................................................
13
5
REPORT OF THE MANAGING BOARD
...........................................................................
15
5.1
SUMMARY OF THE YEAR
...................................................................................................
15
5.2
EVENTS AFTER BALANCE SHEET DATE
............................................................................
19
5.3
INCOME, COST AND RESULT
.............................................................................................
22
5.4
DEVELOPMENTS IN THE MARKET AND PORTFOLIO
..........................................................
27
5.5
FUND STRATEGY AND OBJECTIVE
....................................................................................
35
5.6
DIVIDEND AND SHARE BUYBACK
.......................................................................................
36
5.7
OUTLOOK
...........................................................................................................................
36
5.8
RISK MANAGEMENT
...........................................................................................................
37
5.9
REMUNERATION POLICY
...................................................................................................
37
5.10
CORPORATE GOVERNANCE
..............................................................................................
38
5.11
STATEMENT REGARDING ADMINISTRATIVE ORGANISATION AND INTERNAL CONTROL .. 38
6
THE REAL ESTATE PORTFOLIO
...................................................................................
40
6.1
THE REAL ESTATE PORTFOLIO IN POLAND
.......................................................................
40
6.2
THE REAL ESTATE PORTFOLIO IN THE CZECH REPUBLIC
................................................
44
6.3
THE REAL ESTATE PORTFOLIO IN SLOVAKIA
....................................................................
46
6.4
THE REAL ESTATE PORTFOLIO IN BULGARIA
...................................................................
47
6.5
THE REAL ESTATE PORTFOLIO IN ROMANIA
.....................................................................
48
6.6
THE REAL ESTATE PORTFOLIO IN UKRAINE
.....................................................................
49
7-20 CONSOLIDATED FINANCIAL STATEMENTS 2022
........................................................................
50
3
KEY
FIGURES
REVENUES AND EARNINGS
2022
2021
Change
Gross rental and service charge income (in EUR 1,000)
8,598
9,176
-/- 6%
Net rental income (in EUR 1,000)
4,191
4,010
5%
Direct result before tax (in EUR 1,000)
705
1,076
-/- 35%
Indirect result before tax (in EUR 1,000)
-/- 4,645
1,949
n.m.
Total result before tax
(in EUR 1,000)
-/- 3,940
3,025
n.m.
Tax (in EUR 1,000)
410
-/-109
n.m.
Total result after tax
(in EUR 1,000)
-/- 4,350
3,134
n.m.
Earnings per share (in EUR)
-/- 1.07
0.83
n.m.
Customized earnings per share according to APM
1
(in EUR)
-/- 0.05
0.03
n.m.
Dividend per share (in EUR)
0
0
n.m.
OCF (without non-regular costs) (%)
7.61
9.31
-/- 18%
BALANCE SHEET
31-12 2022
31-12 2021
Change
Investment property and inventories (in EUR 1,000)
75,018
81,738
-/- 8%
Assets held for sale (in EUR 1,000)
6,777
4,550
49%
Equity
(in EUR 1,000)
46,515
46,403
0%
Net asset value (
NAV
) per share (in EUR)
11.71
13.09
-/- 11%
NNNAV per share (in EUR)
11.81
12.76
-/- 7%
Net Loan-to-Value (
LTV
) (%)
43.6
42.2
3%
Weighted avg. number of shares outstanding
2
4,077,735
3,758,683
8.5%
KEY PORTFOLIO METRICS
31-12-2022
31-12-2021
Change
Number of properties
21
22
-/- 5%
Valuation (in EUR million)
82.4
85.1
-/- 3%
Annual net rental income (in EUR million)
4,191
4,010
5%
Lettable area (in sqm)
57,244
67,597
-/- 15%
Weighted average occupancy (in %)
88.6
90.3
-/- 2%
Weighted remaining maturity of loans/ borrowings (years)
3
3.21
3.38
-/- 5%
1
See 7.1.4. APM stands for Alternative Performance Measure
2
See 15.39.3
3
See 15.40.14
4
BALANCE SHEET STATEMENT
(in EUR 1,000)
2022
2021
2020
2019
2018
Investment properties
73,183
79,973
79,577
80,992
89,032
Other non-current assets
1,454
1,259
471
929
680
Current assets
15,582
9,334
14,374
25,577
2,945
Total assets
90,219
90,566
94,422
107,498
92,657
Shareholders' equity
46,515
46,403
42,954
48,000
40,911
Deferred tax liabilities
3,183
3,514
4,143
4,684
4,606
Other non-current liabilities
4
17,597
30,597
18,274
33,448
26,519
Current liabilities
22,924
10,052
29,051
21,366
20,621
Total equity and liabilities
90,219
90,566
94,422
107,498
92,657
PROFIT AND LOSS STATEMENT
(in EUR 1,000)
2022
2021
2020
2019
2018
Direct result before tax
637
1,076
-/- 277
1,422
1,482
Indirect result before tax
-/- 4,577
1,949
-/- 3,295
-/- 905
-/- 1,336
Total result before tax
-/- 3,940
3,025
-/- 3,572
517
146
Income tax expense
410
-/- 109
217
424
352
Total result after tax
-/- 4,350
3,134
-/- 3,789
93
-/- 197
Occupancy (in %)
88.6
90.3
83.6
84.3
86.9
Rentable area (in sqm)
57,244
67,597
92,174
111,906
103,849
ISSUED CAPITAL
2022
2021
2020
2019
2018
Ultimo outstanding shares
4,185,984
3,758,683
3,758,683
3,758,683
3,165,149
Basic earnings p.s. (in EUR)
-/- 1.07
0.83
-/- 1.01
0.03
-/- 0.06
Adj.earnings p.s. acc.APM (in EUR)
5
0.11
-/- 0.33
-/- 0.63
-/- 0.01
0.38
DATA PER SHARE
(in EUR)
2022
2021
2020
2019
2018
(Interim-) dividend
n.a.
n.a.
n.a.
0.10
0.35
NNNAV
11.81
12.76
11.84
13.14
13.65
Avg. monthly turnover
227,468
269,291
75,006
198,217
260,359
Highest share price
7.49
7.60
6.29
7.48
7.95
Lowest share price
4.61
3.40
3.70
5.91
6.79
Ultimo share price
5.90
7.50
3.93
6.00
7.10
4
As at 31-12-2022
a covenant of the €13 million
Hypo Noe loan was in breach. The formal procedure to obtain a
waiver had not yet been completed at that time, hence the Hypo Noe loan is classified as current.
5
As earnings is used to measure the operational performance, it is the income return generated by the investment,
rather than the change in value or capital return on investments (see chapter
7 “performance
indicators
”)
.
5
REAL ESTATE PORTFOLIO AT A GLANCE
Portfolio breakdown (year-end 2022)
# assets
Value (in EUR m)
Value (in %)
Offices
7
47.7
57.9
Retail centres
10
23.7
28.8
Land plots
2
1.0
1.2
Total investment properties
19
72.4
87.9
Held for sale
6
2
10.0
12.1
Total portfolio
21
82.4
100.0
Real estate portfolio
7
Fair value per country
Rentable area per country
6
Zahradnicka and Boyana Residences
7
including assets held for sale
6
1
ARCONA
PROPERTY
FUND
N.V.
Incorporation
Arcona Property Fund N.V. (the
Fund
) is an investment company with variable capital within the meaning
of article 76a of Book 2 of the Dutch Civil Code. The Fund was incorporated on 27 November 2002 by a
notarial deed executed before Prof. D.F.M.M. Zaman, civil-law notary in Rotterdam.
Registered Office and entry in Trade Register
The Fund is registered in Amsterdam and is entered in the Trade Register of the Chamber of Commerce
under number 08110094.
Office Address
De Entree 55
–
floor 11
NL 1101 BH AMSTERDAM
The Netherlands
Tel: +31(0)20 82 04 720
E-Mail: info@arconacapital.com
Website: www.arconapropertyfund.com
Supervisory Board
The Supervisory Board of the Fund comprises:
Mr. drs. N. Krol (chairperson)
M.P. Beys Esq
Dr. J.J. van Heijst
The members of the Supervisory Board have chosen domicile at the offices of the Fund.
Mrs. Krol, born in 1966 (Rotterdam), holds a degree in Business Economics and Dutch Law from Erasmus
University. She has an extensive background in corporate law, including corporate governance issues, as
well as capital market transactions, such as IPOs, and regulatory issues like market abuse. Mrs. Krol has
also provided financial reporting advice on the application of Dutch GAAP and EU IFRS, demonstrating her
expertise in the field. With years of experience in advising on complex legal and financial transactions, she
has held senior positions at Loyens & Loeff N.V. Mrs. Krol is a member of the Supervisory Board of the
Dutch Vodafone Holding companies since September 2019 and was appointed to the Supervisory Board
on June 22, 2022, where she will serve a term ending on June 21, 2026.
Michael P. Beys, Esq., was born in New York, New York, USA on October 25, 1971. Appointed to the board
in 2021, he is the founder and partner of a law firm in New York, the chairman of the Board of Directors of
shareholder Secure Property Development & Investment Plc (
SPDI
), and also the interim CEO and director
of FTE Networks, Inc., which owns and operates a real estate portfolio in the U.S. He does not hold any
shares in a private capacity.
Dr Jan Jaap van Heijst was born in Leiden, on October 9, 1968. He received his PhD from Groningen
University, having done his research partly at Boston University on a Fulbright grant. He started his
professional career as a derivatives trader for Optiver in Amsterdam. He spent 2 years working for the same
company in New York. In 2009 he left as a partner and started working for ValuePartners Family Office as
an asset manager. Mr van Heijst owns 12,855 shares in the Fund.
7
Managing Board
The Fund is managed by Arcona Capital Fund Management B.V. (
ACFM
or the
Managing Board
). ACFM
is based in Amsterdam and registered in the Trade Register of the Chamber of Commerce under number
08107686.
The Managing Board currently has the following directors:
G.St.J. Barker LLB
P.H.J. Mars M.Sc.
M. van der Laan B.Sc [in function per 6 October 2022]
M.T.H. Blokland BBA [in function per 6 October 2022]
H.H. Visscher [until 01.09.2022]
The Managing Board has chosen domicile at the offices of the Fund. More information can be found on
the website: www.arconapropertyfund.com
Stichting Prioriteit
Stichting Prioriteit (the
Foundation
) of the Fund is managed by a managing board consisting of two
members:
G.St.J. Barker LLB
P.H.J. Mars M.Sc [in function per 01.09.2022]
H.H. Visscher [until 01.09.2022]
Auditors
Deloitte Accountants B.V.
Gustav Mahlerlaan 2970
NL 1081 LA Amsterdam
The Netherlands
Legal Advisor
Loyens & Loeff N.V.
Blaak 31
NL 3011 GA Rotterdam
The Netherlands
Listing Agent
ABN AMRO Bank N.V
Gustav Mahlerlaan 10
NL 1082 PP Amsterdam
The Netherlands
Administrator
KroeseWevers Accountants B.V.
Colosseum 1
NL 7500 AC Enschede
The Netherlands
Depositary
CSC Depositary B.V.
Woudenbergseweg 11
NL 3953 ME Maarsbergen
The Netherlands
Financial Calendar 2023
Publication of trading update of 1
st
quarter 2023
18 May 2023
Publication of semi-annual report 2023
31 August 2023
Publication of trading update of 3
rd
quarter 2023
9 November 2023
8
Identification codes
The ISIN code is NL0006311706
The REUTERS code is ARCPF
The BLOOMBERG code is ARCPF:NA
The Managing Board holds a license to manage Investment Institutions as defined by Section 2:65 Wft (Act
on the Supervision of Investment Institutions, Wet op het financieel toezicht).
9
2
FOREWORD
FROM
THE
MANAGING
BOARD
As anticipated twelve months ago, the effects of surging inflation across the core markets of the Fund and
the actions taken by central banks to combat this inflation have created certain challenges for all owners
and operators of real estate. Rises in rents driven by indexed lease contracts have not entirely compensated
for outward movements in yields caused by higher financing and operating costs, as shown by the 2.8%
downward valuation of the Fund´s non-Ukrainian property portfolio over the year. As existing loan
arrangements expire, property investors are anticipating tighter refinancing conditions to impact loan to
value ratio covenants and debt service coverage rate covenants, together with sharp increases in the costs
of compulsory hedging instruments. Portfolios with high debt to equity ratios and low free cash generation
now find refinancing of their existing debt structures to be very challenging. The same applies to portfolios
with bond financing structures in place. These concerns are affecting sentiment and driving down
transaction activity.
The Fund has consistently lowered its loan-to-value ratios in recent years, decreasing from 52.7% in 2017
to 43.6% in 2022. Fortunately, the current robust level of 43% is at the lower end of the target range.
Occupancy rates within the Fund have held up well over the past year and this, combined with continuing
reductions in operating costs, enabled the Fund to increase its net income in 2022 by 5%. These positive
factors should enable the Fund to maintain its current financing structures and continue to demonstrate the
operational resilience evidenced during the volatility of the Covid epidemic and the recent (and ongoing)
Russian invasion of Ukraine.
The Fund made further significant progress in 2022 with the disposal of non-core assets, selling two
unrefurbished office buildings in Kosice, Slovakia, in January and a 1960`s office property in Brno, Czech
Republic, in August. These sales achieved total gross prices of EUR 8.9 million against their combined
valuations of EUR 7.4 million, enabling timely repayment of senior and junior debt and providing funding
for the share buyback programme that was launched in September.
One year on, the war in Ukraine has not demonstrably affected local market sentiment in neighbouring
countries where the Fund is active, but has certainly been responsible for large parts of the surge in inflation
which, as noted above, is impacting on regional sentiment and trading activity. The Fund initially wrote
down the full values of the two sites held in Ukraine, but decided, with local market advice, to reinstate a
proportion of the value of the Odessa site in December. Further adjustments to the holding values of these
sites will follow as the situation within Ukraine develops. The overall effect of the war on the Fund in 2022
has been twofold: a EUR 2.0 million valuation writedown on the development sites held there and the
complications resulting from the bankruptcy of Sberbank CZ, the Russian-owned financier of the Fund`s
portfolio in Czech Republic. These include the failure of Sberbank to operate the interest rate hedge in
place on the Fund`s EUR 8.45 million mortgage loan on the Czech portfolio and the blocking of
ca. EUR 300,000 in the Fund´s accounts. A positive resolution to at least part of these issues is expected
this year.
Net property results for the year 2022 show a loss of EUR 4,577,000, primarily by value adjustments. Net
fair value movements on the 18 assets held through the year contributed a EUR 1.2 million loss (26%), the
writedowns in Ukraine contributed a EUR 2.0 million loss (43%) and the IFRS value adjustment of EUR 1.4
million on the Boyana apartments in Sofia accounted for 31%. This reduction is required by IFRS
bookkeeping guidelines. The apartments are classified as inventory and must be valued at the lower of cost
price or fair value. This is a temporary, non-cash accounting impact that does not reflect the actual value
of the assets.
10
Highlights in 2022
4 January
| Sale of Pražská 2 and Pražská 4
The Fund sold two office buildings in Košice, Slovakia, for EUR 4.55 million. This marked a continuation of
the Fund's disposal programme of non-core assets.
3 February
| Repayment of three short-term loans
The Fund completed repayment of three short-term loans at Fund level, totalling EUR 2.25 million.
24 February
| The start of the Russian invasion of Ukraine
The Fund shared an update on its holdings in Ukraine, with a combined book value of EUR 3.39 million. On
21 March,
the Fund updated its reported Net Asset Value to reflect the latest valuation figures and the
situation in Ukraine, writing down the value of two land plots in Ukraine to zero.
30 March
| Expansion of real estate portfolio into Romania - Delenco
On March 30, 2022, the Fund completed the acquisition of a 24.35% stake in the Delenco office building in
Bucharest, Romania.
17 June
| Expansion of real estate portfolio into Romania - EOS
On June 17, 2022, the Fund completed the acquisition of the EOS Business Park office building in
Bucharest, Romania.
22 June 2022
| Changes in the Supervisory Board
On June 23, 2022, the Fund announced Mrs. A.N. Krol has been appointed as a member of the Supervisory
Board for a period of four years. Mr. H.H. Kloos has decided not to stand for re-election as chairman of the
Supervisory Board. In accordance with the retirement schedule and the maximum appointment term of 12
years, Mr. B. Vos is stepping down.
18 August
| The Fund agrees a sale, 36% above valuation
The Fund signed an agreement for the sale of its
Šujanovo náměstí
3 building in Brno, Czech Republic, for
CZK 106.8 million (EUR 4.32 million), 36% above the appraised value at the end of 2021. The Managing
Board intends to use a portion of the net sales proceeds for the planned share repurchase programme. The
share repurchase programme, initiated on September 14, 2022, intends to return up to EUR 10 million to
shareholders from the sales of non-core real estate assets.
7 October
| Changes
in the Managing Board
Mark van der Laan and Marike Blokland
–
after having received AFM approval
–
joined the Managing Board
of Arcona Capital Fund Management B.V. on 6 October. Mark van der Laan will take up the role of Financial
Director, while Marike Blokland will be responsible for Compliance and Human Resources. The new
members bring specialized expertise to the Managing Board and have worked with the senior management
team of Arcona Capital for many years.
24 October
| Update on the engagement with the insolvent bank Sberbank CZ
The Fund provided an update on its mortgage loan and cash deposits with Sberbank CZ. Sberbank CZ
went bankrupt in August 2022, but the bankruptcy trustee has received an offer for its loan portfolio from
Česká Spořitelna. Arcona's Czech subsidiary has an outstanding loan of EUR 8.35 million and
approximately EUR 3
14,500 in blocked accounts with Sberbank CZ. If Česká Spořitelna successfully
purchases the loan portfolio, medium-sized creditors like Arcona's subsidiary are expected to receive 100%
of their receivables.
11
3
ARCONA
PROPERTY
FUND
IN
BRIEF
General
The Fund is an investment company with variable capital incorporated under Dutch law and registered in
Amsterdam. The shares have been listed on Euronext Amsterdam since 2003. Since 31 October 2018 the
Fund is also listed on the Prague Stock Exchange (the
PSE
). At the moment it is not possible to trade in
the shares on the PSE. The Fund invests in commercial real estate in Central and Eastern Europe (the
CEE
).
The Fund offers several important features that distinguish it from other real estate funds:
•
The focus on Central and Eastern Europe;
•
Local representation of Arcona Capital with its own offices in Amsterdam (Netherlands), Munich
(Germany), Prague (Czech Republic), Sofia (Bulgaria) and Warsaw (Poland);
•
Access to regional property management knowledge and facilities;
•
Long-term management experience in Central Europe (since 1992).
Managing Board
Arcona Capital Fund Management B.V. is the managing board of the Fund. On 24 January 2006, it obtained
from the AFM a permit under the Wft.
Fund Structure and tradability
The Fund is a closed-end investment institution, and its shares are listed on Euronext Amsterdam and the
PSE.
Strategy
The Fund is one of a limited number of listed and regulated property vehicles active in the CEE region,
providing regional market exposure for both private and institutional investors. It aims to provide capital
preservation and a high dividend yield through a diversified and liquid vehicle managed by property
specialists with a fiduciary mind-set. This is a key differentiation from the other listed stocks in the region,
which are either very sector-specific or are primarily development-focused with a higher risk profile.
The costs of maintaining such a structure, offering daily trading in the shares, are high and impact
disproportionally on smaller funds. Accordingly, since 2012 the Fund has pursued a growth strategy to
achieve both critical mass and adequate investment diversification. Over the past 9 years, the Fund has
doubled in size, expanded into 4 new regional markets and into the convenience retail and residential
sectors. Further growth through acquisition is, however, currently limited by the prevailing share price
discount (50% as at end 2022) to NAV. In the medium term, this restricts the Fund to acquisitions funded
by share issuances at NAV (such as SPDI) or by further debt issuance.
Continued strong focus on operations
The Fund continues to reduce operational cost ratios (see table 8) and improve occupancy levels in the
existing portfolio. The Fund will continue to identify and realise opportunities to add value to the existing
portfolio by redevelopment and refurbishment.
Portfolio management through selective investments and disposals in core markets
Going forward, the Fund has a clear strategy for its core markets, focusing on regional sectors with above-
average growth potential and limited international competition. The Fund will continue to dispose of assets
that are not aligned with its strategic focus if favourable opportunities for completing such disposals arise.
Maintaining a prudent financial strategy
The Fund intends to maintain its prudent financial strategy of conservative leverage, targeting a LTV-ratio
in the range of 40% - 50% (as at 31 December 2022: 43.6%), although an LTV percentage of up to 60% is
possible.
12
The Managing Board has regard to the need for flexibility, in particular the ability to sell real estate from the
portfolio without incurring high debt finance breakage costs. The Fund prefers to use several different
financiers, so as not to be dependent on just one party.
Investor relations and information supply
The Fund strives to achieve open, timely and clear communication with private and institutional investors,
asset managers and other interested parties, and endeavours to configure its public and investor relations’
policy accordingly. Currently the Fund’s investors are largely privat
e investors and asset/wealth managers.
Corporate Governance
Clarity and transparency in supervision and accounting is considered by the Fund to be the cornerstone of
good management and entrepreneurship. The Fund aims for a sound system of corporate governance, with
its strategy and investment objectives clearly defined and its operations effectively monitored by the
Managing Board, Supervisory Board and independent external parties.
Diversity
The Dutch Corporate Governance Code mandates a diversity policy for the managing and supervisory
boards of large public and private companies. Since the fund is not classified as a large company, there is
no obligation to specify a diversity policy. Currently, the Managing Board comprises four members (three
males, one female), while the Supervisory Board consists of three members (two males, one female).
Shareholders appoint these members based on their experience, language skills, and qualifications. As the
boards expand in the future, opportunities may arise for increased diversity in aspects such as age, gender,
and geographical experience.
The Fund's Managing Board is operated by ACFM. However, ACFM is not obligated by the Non-Financial
Information Disclosure Decree and the Diversity Policy Disclosure Decree to provide information regarding
its diversity policy.
Sustainability
Sustainability is becoming an increasingly important aspect of Arcona Property Fund's long-term value
creation strategy. Our business model now emphasizes reducing energy consumption within our portfolio
and establishing adaptable, inspiring work environments that prioritize the health and well-being of our
occupants. Although Arcona Property Fund N.V. is considered a small entity, we recognize the constantly
evolving nature of ESG and the need for our organization to adapt accordingly.
To address this, we will concentrate on energy efficiency, future-proof buildings, and social engagement.
We are committed to improving the energy efficiency of our portfolio, thereby reducing operational costs
and energy waste, and creating value for both the fund and our tenants. We will integrate these objectives
into our strategy to ensure a sustainable future for our business and stakeholders.
Arcona Property Fund N.V. does not currently perceive significant risks concerning ESG, such as
refinancing of expiring loans in 2024 and beyond. However, this situation may change in the future if banks
implement more stringent ESG standards, which they are not currently doing.
Portfolio and historical returns
As at 31 December 2022
, the Fund’s real estate portfolio comprise
s 21 properties, located in one city in the
Czech Republic, two cities in Slovakia, ten cities in Poland, two cities in Ukraine, one city in Bulgaria and
one city in Romania. The majority of the rentable area is designated as modern suburban retail space or
flexible primary and secondary office space. The fair value of the 21 properties as at 31 December 2022
was EUR 81.80 million
8
.
Table 1
–
Development of the annual return on NAV per share
2022
2021
2020
2019
2018
Return
9
(in %)
-/- 7.4
7.8
-/- 9.9
-/- 2.6
-/- 1.1
8
Including assets held for sale, investment property under development and inventory apartments.
9
Including shareholder distributions.
13
4
PRE-ADVICE
OF
THE
SUPERVISORY
BOARD
Recommendation to the General Meeting
This annual report of the Fund has been prepared by the Managing Board. This report contains the financial
statements for the period from 1 January to 31 December 2022. The financial statements are audited and
have been approved by Deloitte Accountants B.V. The auditor’s report is presented
on pages 187
–
195.
The Supervisory Board has received notice of this approval.
On March 28, 2023 the auditors of Deloitte presented their paper with audit findings and discussed the
status of the audits of components in the various jurisdictions, significant risks, overview of loans &
borrowings, internal control environment and a couple of other audit topics with the Managing Board and
Supervisory Board.
The Supervisory Board recommends the financial statements for the year 2022 to the General Meeting for
approval.
Meetings and activities of the Supervisory Board
In view of the market volatility resulting from the Ukraine crisis the Supervisory Board maintained a high
frequency of its meetings with the Managing Board. During 2022, the Supervisory Board had 7 joint
meetings (2021: 9). During these meetings, the Supervisory Board and Managing Board discussed the
(administrative) organization, the operational performance, the difficulties surrounding the repayment of the
Alpha Bank loan, the strategy and financial reporting of the Fund. In addition, the Supervisory Board held 3
conference calls in July, August and October. As of November, the Managing Board updated the
Supervisory Board on a monthly basis via Teams regarding the progress of the sales of non-core assets,
the results of the share buyback program and compliance with bank covenants.
In the annual General Meeting in June 2022, the chairman (Mr. Kloos) confirmed the commitment from the
Supervisory Board that consultations will take place between a group of shareholders and the Supervisory
Board, as requested in a letter to the Supervisory Board. This meeting took place on September 8, 2022
with a few representatives of this group. The shareholders present explained their concerns about the large
gap between the share price and NAV per share. They indicated that they support the sales of non-core
assets and buyback of shares aimed at returning up to EUR 10 million to shareholders. The Supervisory
Board assured that it will closely monitor the pace of the disposal of non-core assets and continue
discussions on the future of the Fund with the Managing Board upon completion of the buyback.
In its meeting on December 15, 2022, the Supervisory Board discussed their performance as Supervisory
Board in its new composition since the annual General Meeting held in June 2022. The (self)evaluation was
particularly focused on the composition of the Supervisory Board and the competences of its members after
two of the Supervisory Board members had stepped down in 2022. The Supervisory Board also discussed
the performance of the Managing Board (not being present). Particular attention was paid to the
performance in respect of the sale of non-core assets to unlock value for the shareholders. The Supervisory
Board acknowledges the difficult market circumstances which may delay the disposal of certain assets. The
Supervisory Board is content that the Managing Board is committed to this sales program.
It is current practice for the Managing Board to seek prior approval from the Supervisory Board in respect
of decisions affecting the NAV per share. For the sake of good governance, the Supervisory Board
formalized this practice and adopted a resolution pursuant to which the Managing Board is requested to
seek prior approval for the following decisions: (i) the issuance of shares and granting of rights to subscribe
for shares, (ii) the alienation of shares in its own capital, (iii) the acquisition of real estate, including the
acquisition of shares in real estate companies, and (iv) the repurchase of own shares. In performing its
duties, the Supervisory Board is guided by the interests of the Fund, taking into account the interests of all
stakeholders.
14
Composition of the Supervisory Board
According to the Supervisory Board Bylaws, the Supervisory Board members, with the exception of a
maximum of one person, must be independent. A supervisory director who is a managing director or a
supervisory director, or otherwise a representative, of a legal entity (not being a group company) that holds
at least 10% of the shares in the Company is non-independent.
The current composition of the Supervisory Board complies with this provision. Mr. Beys is also the
Chairman of the Board of Directors of SPDI owning 1,072,910 or 25.6% (December 31, 2021: 593,534)
ordinary shares and is therefore non-independent. Mr. Van Heijst is a representative of the Stichting Value
Partners Family Office who controls 397.694 or 9.5% (December 31, 2021: 545,597) ordinary shares and
is therefore independent.
The Supervisory Board and the Managing Board discussed the composition of the Supervisory Board and
agreed that the expertise of the Supervisory Board should be expanded. The Boards are seeking a
candidate with real estate knowledge/experience, preferably in Eastern Europe. In accordance with the
diversity policy, the Boards will aim to appoint a female supervisory director.
Relevant information of each of the supervisory board members can be found on page 6.
Finally
The Supervisory Board would like to express its appreciation for the efforts made during the financial year
by the Managing Board and staff.
Amsterdam, 28 April 2023
Supervisory Board
Mr. drs. A. Nelleke Krol (chairperson)
Michael P. Beys, Esq.
Dr. Jan-Jaap van Heijst (vice-chairperson)
15
5
REPORT
OF
THE
MANAGING
BOARD
The Managing Board hereby presents the annual report of 2022 of the Fund. The reporting period is from
1 January 2022 to 31 December 2022.
5.1
SUMMARY OF THE YEAR
5.1.1
DEVELOPMENTS IN 2022
The following events took place during the reporting period:
4 January 2022
| Sale of Pražská 2 and Pražská 4
On January 4, 2022 the Fund announced it has sold the two office buildings Pražská 2 and Pražská 4 in
Košice, Slovakia. The total gross sale price was
EUR 4.55 million, 2% below the appraisal value of EUR
4.63 million at the end of 2021.
3 February 2022
| Completion repayment of short-term loans
On February 3, 2022 the Fund announced it has completed repayment of three short-term loans at Fund
level in a total amount of EUR 2.25 million.
As a continuation of the disposal programme of non-core assets, the Fund instructed Knight Frank to find a
purchaser for
its property in Šujanovo námĕsti 3, Brno. This 4,655 m
2
office building dates from the 1970’s
and is located in a mixed-use area close to Brno city centre. The property has clear potential for conversion
to residential use.
24 February 2022
| Update on assets in Ukraine
On February 24, 2022 the Fund announced an update on its holdings in Ukraine (two developments plots).
As at December 31, 2021 the sites had a combined book value of EUR 3.39 million, which amounts to 4.2%
of the value of the property portfolio.
Bela Logistic Park is located in the Odessa region and has a value of EUR 2.7 million or 3.3% of the value
of the real estate portfolio. The plot is approximately 22 hectares and suitable for the development of
logistics.
Balabynska Village is located in the city of Zaporizhzhia and has a value of EUR 690,000 or 0.9% of the
value of the real estate portfolio. The plot has an area of approximately 26 hectares and is zoned for
commercial use.
Projects to be taken over
For the second phase of the SPDI acquisition, the Fund entered into an obligation in June 2021 to acquire
two plots of land in and around Kiev. The first plot is Rozhny, which is 42 hectares in size and located
approximately 43 kilometres from the centre of Kiev. The plot has an appraised value per 31 December
2021 of EUR 895,000. The second plot is Kiyanovksi Lane, which is 0.5 hectares in size. The plot is located
in the centre of Kiev and has a value of EUR 1,074,000.
The transfer of these plots still needs to take place. SPDI has now fulfilled all pre-completion obligations
and according to the share purchase agreement the plots will be re-valued and acquired for current market
value.
14 March 2022
| Update on withdrawal of banking licence of Sberbank CZ
On March 14, 2022 the Fund announced an update on the withdrawal of the banking licence of Sberbank
CZ. Developments in Ukraine and Russia caused a bank run at Sberbank CZ. The Czech National Bank
(CNB) subsequently decided to start the process to revoke the banking licence of Sberbank CZ.
16
The Sberbank CZ loan to ACREB amounts to EUR 8.45 million as at December 31, 2021. The loan has a
term until March 31, 2024 and the loan-to-value ratio is approximately 44%. In addition, ACREB holds a
number of accounts at Sberbank CZ for daily payments.
The effect of the CNB´s actions has been the freezing of all cash deposits on ACREB's accounts with
Sberbank CZ. It is also no longer possible to transfer money in and out of accounts at Sberbank CZ. The
loan is not in default.
ACREB has opened an account with Raiffeisen Bank to manage day-to-day business. This will enable
payments to be made to suppliers and the subsidiary to continue its normal business operations. As a
precautionary measure, an application has also been made to the State Bank Guarantee fund for release
of EUR 100,000, being the maximum amount covered by the scheme for individual depositors.
21 March 2022
| Updates Net Asset Value
On March 21, 2022 the Fund announced it has updated its reported Net Asset Value (
NAV
) to reflect the
latest valuation figures and the situation in Ukraine.
The Managing Board resolved to write down the value of the two land plots held by the Fund in Ukraine (in
Odessa and Zaporizhzhia) to zero (previous assessed value EUR 3.39 million). The effect of these two
adjustments, one positive, one negative, is that the NAV of the Fund after deduction of outstanding
borrowings and liabilities is EUR 44.54 million, being EUR 11.83 per share.
Neither the current situation on the ground in Ukraine nor future developments in the conflict can be
accurately assessed at this time. It is however clear that there is no functioning market for real estate assets
within the country. The Managing Board has therefore decided to adopt a prudent position and to write
down the asset values of the Ukrainian holdings of the Fund to zero on a temporary basis. The situation will
be reviewed regularly in consultation with the Fund´s local advisors.
The Fund´s subsidiary in the Czech Republic, ACREB has now received a pay-out of EUR 100,000 from
the State Bank Guarantee Fund in respect of its engagement with Sberbank CZ.
30 March 2022
| Completion of acquisition of 24.35% interest in Delenco
On March 30, 2022 the Fund announced it has completed the acquisition of
21.18% in the Delenco office building, one of the two assets in Bucharest
the Fund acquires from SPDI. On June 17, 2022 the Fund completed the
acquisition of another 3.17% in the Delenco office building. The total stake
is 24.35%.
The Fund financed the acquisition of the 21.18% by issuing 315,668 shares
and 76,085 warrants. The shares are issued at the Net Asset Value of EUR
11.83 per share. The warrants can be converted into shares of the Fund if
the share price reaches a price level of EUR 7.20 before March 29, 2027.
The Fund financed the acquisition of the 3.17% by issuing 47,020 shares and 11,333 warrants. The shares
are issued at the Net Asset Value of EUR 11.88 per share. The warrants can be converted into shares of
the Fund if the share price reaches a price level of EUR 7.20 before June 15, 2027.
The Delenco building has an area of 10,375 m
2
, of which 9,664 m
2
is office space and 711 m
2
retail space.
In addition, the building has 68 parking spaces. The appraised value of the 24.35% stake is EUR 3,810,000.
ANCOM (Romanian telecom regulator) is the largest
of Delenco’s tenants
with 81% of the rental income.
The lease with ANCOM runs until June 30, 2026. The annual rent for the entire building is EUR 1,716,000.
The building is not financed with a bank loan.
Delenco office in Bucharest
17
4 April 2022
| Update on Sberbank CZ situation
On April 4, 2022 the Fund announced an update on the Sberbank CZ situation. It mentions that on March
31, 2022, the Fund´s wholly owned subsidiary ACREB transferred, in accordance with the loan agreement,
approximately EUR 200,000 in interest and principal repayments to Sberbank. The Managing Board and
the Supervisory Board decided to fulfil this obligation under the existing loan agreement in line with legal
advice to avoid a formal default.
According to Sberbank CZ, the blocked funds of approximately EUR 400,000 on ACREB accounts at
Sberbank CZ cannot be used to meet the regular instalment and interest payments. This restriction has
been applied by the CNB for all clients of Sberbank CZ. By transferring the funds under the current loan
agreement, ACREB takes a precautionary measure and strengthens its position towards Sberbank CZ.
17 June 2022
| Completes acquisition of EOS building in Bucharest
On June 17, 2022 the Fund completed the acquisition of the EOS office
building in Bucharest. The Fund financed the acquisition by issuing 116,688
shares and 28,125 warrants. The shares were issued at a Net Asset Value
of EUR 11.88 per share. The warrants can be converted into shares of the
Fund if the share price reaches a price level of EUR 7.20 before June 15,
2027.
The EOS building has an appraised value of EUR 5,346,000, a lettable area
of 3,386 m
2
and 90 parking spaces. The office building is fully let to Danone
Romania until May 31, 2026. Patria Bank has provided financing of
EUR 3.3 million for the property, which runs to December 31, 2031.
22 June 2022
| Trading update
On June 22, 2022 the Fund announced a trading update during the General Meeting of Shareholders.
Sales
The Fund has received several bids for the Šujanovo námĕsti 3
office building in Brno, Czech Republic.
Offers over CZK 100 million (approximately EUR 4.0 million) have been received, approximately 28% above
the appraisal value at the end of 2021 (CZK 78.3 million). The timing of the sale depends on current
developments at the financing bank Sberbank CZ.
For the Boyana Residence (Bulgaria) project, the Fund has agreed terms with local developers to sell them
various plots. The proceeds from this sale should be more than sufficient to fully repay the loan from Alpha
Bank of approximately EUR 2.6 million. The remaining part of the sales proceeds will be used to renovate
the existing apartments, after which they will be sold.
The Záhradnicka office building in Bratislava with an appraised value of approximately EUR 4.0 million has
been put up for sale.
The Fund will focus on completing these sales from the second half of 2022. The proceeds, after repayment
of the bank loans, will be used to start the share repurchase programme.
Financing Sberbank CZ
Sberbank CZ has provided financing of approximately CZK 210 million (approximately EUR 8.45 million) to
ACREB. On April 30, 2022, the CNB definitively withdrew the banking licence of Sberbank CZ and
appointed a trustee. Refinancing of this loan is only possible at a substantially higher interest rate, so it is
preferable to continue with the current bank loan.
Rental Poland
In Poland, the Fund has signed a new seven-year lease for 1,430 m
2
with Carrefour for the supermarket
Inowroclaw II. The store opened at the beginning of August 2022 and Carrefour replaced the current tenant
SPAR at better rental conditions.
EOS office in Bucharest
18
Purchase of real estate from SPDI
On June 15, 2022 the Fund completed the purchase of the two office buildings in Bucharest from SPDI.
The Fund still has an obligation towards SPDI to acquire two Ukrainian land plots with an appraised value
of EUR 1.83 million. Due to the conflict in Ukraine, this acquisition has not yet been completed. The
purchase agreement with SPDI has specific conditions that protect the position of the Fund.
22 June 2022
| Composition Supervisory Board
On June 23, 2022, the Fund announced Mrs. A.N. Krol has been appointed as a member of the Supervisory
Board for a period of four years. Mr. H.H. Kloos has decided not to stand for re-election as chairman of the
Supervisory Board. In accordance with the retirement schedule and the maximum appointment term of 12
years, Mr. B. Vos is stepping down.
3 August 2022
| Resignation of Mr H.H. Visscher
On August 3, 2022,
the Fund announced that Mr. H. H. Visscher has accepted a position elsewhere and
will resign as director of ACFM as from 1 September 2022.
18 August 2022
| Arcona Property Fund sells building Brno 36% above valuation
On August 18, 2022,
the Fund announced it has signed an agreement for the sale of its
Š
ujanovo n
á
m
ě
st
í
3
(VUP) building in Brno, Czech Republic. The sale price of CZK 106.8 million (EUR 4.32 million) is 36% above
the appraised value of CZK 78.3 million at the end of 2021. It is the management of Arcona Property Fund's
intention to use a portion of the net sales proceeds of ca. EUR 1.7 million for the planned share repurchase
programme.
31 August 2022
| Trading update semi-annual report
On August 31, 2022, Arcona Property Fund N.V. published its semi-annual trading update, demonstrating
resilience in the first half of 2022 with improved operating results. The comparable gross rental income
increased by 9.4% to EUR 4.07 million, and the net rental income increased by 12.3% to EUR 2.05 million,
partly due to improved occupancy rates.
The first-half result after tax was negatively impacted by the write-down of real estate in Ukraine. However,
adjusted for these write-downs, the result before tax amounted to EUR 925,000, which was EUR 670,000
higher than the same period last year. Operating costs decreased to EUR 962,000 in the first half, and
financial costs decreased by 22% to EUR 938,000. The loan-to-value ratio decreased to 41.8%, and the
average loan term increased to 3.54 years. As of June 30, 2022, the net asset value (NAV) based on
NNNAV was EUR 12.00 per share.
14 September 2022
| Arcona Property Fund N.V. starts share buyback programme
On September 14, 2022, Arcona Property Fund N.V. initiated its programme to buy back its own shares on
the stock market for up to EUR 1.5 million. Subject to approval of the shareholder meeting the shares are
planned to be cancelled after the purchase, and this is part of a larger plan to return up to EUR10 million to
shareholders from the sales of non-core real estate assets. The buyback programme was subsequently
concluded on March 15, 2023.
7 October 2022
| New board members Arcona Capital Fund Management B.V.
As of October 6, 2022, Mark van der Laan and Marike Blokland have joined the board of Arcona Capital
Fund Management B.V. Van der Laan will be the Financial Director, managing the financial aspects of the
company and its funds. Blokland will be in charge of Compliance and Human Resources. The new members
have worked alongside the senior management team of Arcona Capital for years and bring specialized
expertise to the board. The current board members are Guy St. J. Barker, Peter H. J. Mars, Mark van der
Laan, and Marike T. H. Blokland.
24 October 2022
| Arcona Property Fund update on engagement with Sberbank CZ
On October 24, 2022, Arcona Property Fund N.V., provided an update on the mortgage loan and cash
deposits with Sberbank CZ through its Czech subsidiary. Sberbank CZ went bankrupt in August 2022, but
the bankruptcy trustee has received an offer for Sberbank CZ's loan portfolio from
Č
esk
á
Spo
ř
itelna. Arcona's
subsidiary, ACREB, has an outstanding loan of EUR 8.35 million and approximately EUR 314,500 in blocked
19
accounts with Sberbank CZ. Medium-sized creditors, including ACREB, are expected to receive 100% of
their receivables when
Č
esk
á
Spo
ř
itelna successfully purchases the loan portfolio.
9 November 2022
| Trading update first nine months 2022
On November 9, 2022, Arcona Property Fund N.V. released its trading update for the first nine months of
2022. Gross rental income was EUR 6.30 million and net rental income was EUR 3.14 million. Net rental
income for Q3 increased by 4.6% to EUR 1,083,000 compared to the same period last year. The operating
result for the first nine months was positive, with EUR 174,000, compared to a negative result of EUR
310,000 in the same period last year.
As of September 30, 2022, the occupancy rate was 89.1%, a decrease from 92.0% as of June 30, 2022.
This was due to AT&T surrendering the lease of one floor in the Letná offi
ce building in Košice
against
compensation of EUR 400,000.
Unrealized value adjustments of the VUP Brno building and EOS Business Park offset the EUR 3.3 million
write-down on Ukrainian real estate in Q1 2022. The fund's result for the first nine months of 2022 recovered
to EUR -/- 882,000, compared to EUR -/- 2,843,000 for the first half of 2022.
Interest expenses decreased by 10.2% to EUR 1,506,000 in the first nine months of 2022, compared to the
same period last year, mainly due to the repayment of high-interest loans and regular repayments on bank
loans. However, a new loan of EUR 2.9 million from Patria Bank in Romania and an increase in 3-month
PRIBOR in the Czech Republic from 4.08% to 7.33% limited the decrease in interest expenses. The loan-
to-value ratio decreased to 40.5% as of September 30, 2022, from 41.8% as of June 30, 2022.
The fund completed the sale of the VUP office building in the Czech Republic at the end of the year and will
use the proceeds partly for the share repurchase programme announced on September 14, 2022.
31 December 2022
| Reports end of year portfolio valuations
On January 12, 2023, Arcona Property Fund N.V. has released its annual revaluation of its property
portfolio, with the total value coming in at EUR 82.4 million as of 31 December 2022, a 1.7% decrease
compared to the previous year. While Polish assets saw a 3.5% decrease, three Czech properties increased
in value by 1.8%. In contrast, values in Slovakia, Romania, and Bulgaria decreased by 3.3%, 3.1%, and
9.3%, respectively. Due to the conflict in Ukraine, the value of the development site in Odessa has been
adjusted to 33% of its original value. Meanwhile, the value of the site in Zaporizhzhia has remained at zero
since the writedown in March 2022.
5.2
EVENTS AFTER BALANCE SHEET DATE
10 January 2023
| The Fund refinances project Boyana
On January 10, 2023, Arcona Property Fund N.V. has successfully refinanced the Boyana Residence project
in Bulgaria with a new EUR 3.6 million loan from Dutch investors. This gives the Fund the opportunity to
renovate and sell the apartments and development land within 18 months. The real estate comprises an
apartment complex with 26 apartments and 15,105 m
²
of development land in Sofia, Bulgaria. The
refinancing enabled the repayment of Alpha Bank, payment of historical taxes and renovation of all
apartments. The new loan has a maturity date of 30 June 2024 and a coupon of 9.0%, compared to Alpha
Bank's 7.25%.
15 March 2023
| Conclusion of initial share repurchase programme.
On March 15, 2023, Arcona Property Fund N.V. has concluded its first share repurchase programme, having
bought back 60,976 common shares at an average price of EUR 6.43 per share. A proposal to cancel a
proportion of the repurchased shares will be submitted to a shareholders' meeting.
20
28 March 2023
| Notification that Hypo Noe approved waiver
On 28 March 2023, the Fund was notified that Hypo Noe had approved a waiver for ACREP and Project 5,
addressing the breach of the DSCR forecast covenant.
4 April 2023
| Announcement that Sberbank CZ has been sold to
Česká Spořitelna
On April 4, 2023, it was announced that Sberbank CZ (as an enterprise) had been sold to Česká Spořitelna
based on publicly available information. The Sberbank CZ loan book with a nominal value of CZK 47.1
billion was transferred. Česká Spořitelna purchased
it for CZK 41.053 billion. Throughout April 2023, the
technical transfer of data from Sberbank CZ to Česká Spořitelna will take place.
There were no further material events after balance sheet date.
5.2.1
NAV PER SHARE AND SHARE PRICE DEVELOPMENT
The following tables show the development of the Fund’s Triple
NAV and share price during the period 1
January 2022 to 31 December 2022.
Table 2
–
Total Return on share price and Triple NAV during 2022
Based on share price
Based on NNNAV
In EUR
In %
In EUR
In %
Start of period
7.5
12.76
End of period
5.9
11.81
Return
-/- 1.6
-/- 21.33
-/- 0.95
-/- 7.45
Distribution to shareholders
0.0
0.0
Total Return
-/- 1.6
-/- 21.33
-/- 0.95
-/- 7.45
The NNNAV decreased by EUR 0.95 per share (-/- 7.45%), largely due to the decreased fair value of the
real estate portfolio, IFRS adjustments related to the Boyana project in Bulgaria and provisions made for
the Ukraine asset values.
Figure 1
–Development of the Fund’s
share price per share during 2022
0
200
400
600
800
1000
1200
1400
1600
0
1
2
3
4
5
6
7
8
1/1/2022
1/29/2022
2/26/2022
3/26/2022
4/23/2022
5/21/2022
6/18/2022
7/16/2022
8/13/2022
9/10/2022
10/8/2022
11/5/2022
12/3/2022
12/31/2022
Daily Turnover (in x1000
EUR)
in EUR
Turnover (in EUR)
Stock price per share (in EUR)
21
Table 3
–
Development of the share price per quarter in 2022
Quarter
Opening price
Start of quarter
Closing price
End of quarter
Volume
in EUR
in EUR
number of shares
1
st
Quarter 2022
7.43
6.49
33,060
2
nd
Quarter 2022
6.02
6.25
32,371
3
rd
Quarter 2022
6.06
6.55
304,472
4
th
Quarter 2022
6.60
5.90
53,268
Average per quarter
105,793
The above table shows an average trading volume of 1,677 (2021: 2,297) shares per trading day
10
during
2022. The average quarterly traded volume was 105,793 shares (2021: 143,556) and the average turnover
was EUR 0.68 million per quarter (2021: EUR 0.80 million per quarter). The share price traded at the end
of 2022 at EUR 5.90 which represents a 50% discount (2021: 41%) to the NAV of EUR 11.81
.
Table 4
–
Comparative statement of the NAV per share
31-12-2022
31-12-2021
Shareholders’ equity in
accordance with NAV (in EUR 1,000)
49,033
49,204
Include:
1.
Fair value of financial instruments
479
293
2.
Fair value of debt
4
11
3.
Fair value of deferred tax
-/- 1,498
-/- 1,547
4.
Fair value of inventories
1,421
-
Shareholder’s equity in accordance with NNNAV
(in EUR 1,000)
49,439
47,961
Number of profit-sharing shares
4,185,984
3,758,683
NNNAV per profit-sharing share (in EUR)
11.81
12.76
Annual return on NNNAV (in %)
-/- 7.4
7.8
See also chapter 7.1.10
The Shareholders´ equity in accordance with Net Asset Value (NNNAV) has increased from EUR
47,961,000 in 2021 to EUR 49,439,000 in 2022. The number of ordinary shares in issue increased from
3,758,683 in 2021 to 4,185,984 in 2022 due to payment in shares for the acquisition of assets from SPDI.
The NNNAV per profit-sharing share has decreased from EUR 12.76 in 2021 to EUR 11.81 in 2022.
10
considering 252 tradings days at Euronext Amsterdam
22
5.3
INCOME, COST AND RESULT
The following section provides an analysis of the company's financial performance for the year ending
December 31, 2022. It covers various aspects of the company's finances, including balance statements,
results, cash flow, and ongoing charges ratios. It shows that the company experienced a decrease in total
assets and earnings per share, primarily due to a decrease in investment property value strongly related to
the war in Ukraine and the effect on the financial and real estate markets. However, the company also saw
improvements in shareholders' equity, cash flow, and ongoing charges ratios. The following will provide an
overview of the key findings and trends in the company's financial performance during the period under
review.
5.3.1
BALANCE
Table 5
–
Balance statement
All in EUR 1,000
31-12-2022
31-12-2021
Change
Investment property
73,183
79,973
-/- 6,790
Non-current assets
1,454
1,259
195
Current assets
15,582
9,334
6,248
Total assets
90,219
90,566
-/- 347
Shareholders’ equity
46,515
46,403
112
Deferred tax liabilities
3,183
3,514
-/- 331
Long-term loans and borrowings
17,597
30,597
-/- 494
Total current liabilities
22,924
10,052
366
Total shareholders’ equity and liabilities
90,219
90,566
-/- 347
As of December 31, 2022, the company's total assets decreased by EUR 347,000, primarily due to a
decrease in investment property of EUR 6.79 million, partially offset by increases in non-current assets and
current liabilities. Non-current assets increased by EUR 195,000, largely due to higher deferred tax assets.
Current assets increased by EUR 6.25 million, mainly due to the sale of assets held for sale in Slovakia
(
Pražská 2 and Pražská 4
) and the Czech Republic (VUP Brno).
Shareholders' equity increased by EUR 112,000 to EUR 46.52 million, primarily due to retained earnings
influenced by the acquisitions from SPDI through share-based payments. Deferred tax liabilities decreased
by EUR 331,000 to EUR 3.18 million, while long-term loans and borrowings decreased by EUR 494,000 to
EUR 30.10 million, mainly due to the reclassification of bank loans from current liabilities. Total current
liabilities increased by EUR 366,000 to EUR 10.42 million.
5.3.2
RESULT
In the 2022 financial year, the company's earnings per share (EPS) decreased to -/- EUR 1.07, down from
EUR 0.83 in the previous year. This decline was primarily attributed to the direct and indirect impacts of the
war in Ukraine, which affected the European real estate and financial markets. These events led to a
provisional write-off on the company's two Ukrainian assets and resulted in cost inflation, rising interest
rates, and complications with the Sberbank CZ loan.
The estimated related negative effects amount to EUR 5.0 million, with the most significant being the net
negative result on properties, totalling EUR 4.577 million. Other factors contributing to the decline in EPS
include a one-off penalty interest charge related to the Alpha Bank financing in Bulgaria, IFRS adjustments
related to Boyana, higher financing costs due to increased interest rates, and increased tax pressure
associated with property sales.
23
Despite these challenges, the direct result before tax, the result adjusted for the effects related to the war
in Ukraine and valuations, stands at EUR 705,000. For more details please see chapter 9.
Table 6
–
Overview of result
All in EUR 1,000
2022
2021
Change
Gross rental income
6,165
7,097
-/- 932
Service charge income
2,433
2,079
354
Service charge expenses
-/- 2,471
-/- 2,786
315
Property operating expenses
-/- 1,936
-/- 2,380
444
Net rental and related income
11
4,191
4,010
181
Financial and other operating income
775
1,145
-/- 370
Total direct income
4,966
5,155
-/- 189
Administrative expenses
-/- 705
-/- 648
-/- 57
Other operating expenses
-/- 1,348
-/- 1,281
-/- 67
Financial expenses
-/- 2,208
-/- 2,150
-/- 58
Total direct costs
-/- 4,261
-/- 4,079
-/- 182
Direct result before tax
705
1,076
-/- 371
Indirect result before tax
12
-/- 4,645
1,949
-/- 6,594
Result before tax
-/- 3,940
3,025
-/- 6,965
Tax
410
-/- 109
519
Result after tax
-/- 4,350
3,134
-/- 7,484
The
Result after tax
for 2022 (see table 6 and chapter 9) amounted to EUR -/- 4.35 million (2021: EUR 3.10
million positive) and can be divided into direct result and indirect result. The total comprehensive income,
the result including
Reserve currency translation differences
, amounted to EUR -/- 4.54 million (2021: EUR
3.45 million) (see table 7 and chapter 10).
The
direct result before tax
is EUR 0.71 million. The
indirect result
before tax
of EUR -/- 4.65 million reflects
the revaluation of the real estate portfolio, the IFRS impact on the Boyana apartment inventory value, and
the writedown on the Ukraine asset values. For more information about the property valuations see 15.2
(“Investment property”)
.
Table 7
–
Statement of comprehensive income
All in EUR 1,000
2022
2021
Foreign currency translation differences on net investment in group companies
-/- 163
358
Income tax on foreign currency translation differences on net investments in
group companies
-/- 26
-/- 43
Total foreign exchange differences
-/- 189
315
Net gain/ (loss) recognised directly in equity
-/- 189
315
Profit for the period
-/- 4,350
3,134
Total recognised income and expense for the period
-/- 4,539
3,449
The
"Foreign currency translation differences on net investment in group companies,"
shows the gains or
losses resulting from translating the net investment in foreign subsidiaries to the reporting currency.
The
"Income tax on foreign currency translation differences on net investments in group companies."
is the
tax effect associated with the foreign currency translation differences.
11
See for applicable portfolio in 2022 and 2021 paragraph 15.5
12
The net results in properties and the valuation results of investments in associates (see chapter 9)
24
The
"Profit for the period"
represents the company's profit or loss from its operations.
Ongoing Charges Figure
The below table provides information on the Ongoing Charges Figure (OCF) of the fund for the years 2019,
2020, 2021, and 2022. Ongoing Charges Figure is a metric that represents the total cost of running a fund,
including all expenses such as management fees, administration costs, and other operational expenses.
The OCF is expressed as a percentage of the total assets under management of the fund. In 2022 the OCF
decreased as a result of a decrease of the total expenses (including other operating expenses) by
approximately 7%, in conjunction with the increase of the average Group equity by approximately 10%.
Table 8
–
Ongoing Charges Figure
All in %
2022
2021
2020
2019
Ongoing Charges Figure
8.02
9.50
9.95
11.13
OCF excluding one-off and refinancing costs
7.61
9.31
9.00
10.01
Fund expense ratio
3.71
4.07
4.89
4.24
The Ongoing Charges Figure for the fund has been decreasing over the past few years. In 2019, the OCF
was 11.13%, while in 2022, it was 8.02%. This indicates that the cost of running the fund has decreased,
which is due to several factors such as increased efficiency and better negotiation of expenses.
The OCF excluding one-off and refinancing costs gives a more accurate picture of the ongoing costs of
running the fund. This metric takes out any one-time expenses that may have occurred in a particular year,
such as costs related to refinancing or restructuring. The OCF excluding one-off and refinancing costs has
also been decreasing over the past few years, from 10.01% in 2019 to 7.61% in 2022.
Finally, the Fund expense ratio also decreased over the past few years, with a high of 4.89% in 2020 and
a low of 3.71% in 2022.
See section 15.37 “Ongoing Charges Figure” for more i
nformation.
Fund operating expenses
The total
Fund operating expenses
of EUR 2.05 million (2021: EUR 1.93 million) include EUR 207,000 of
incidental expenses for consultancy and legal work on the SPDI deal during 2022. See also 15.36.
Financial expenses
The
Financial expenses
are EUR 2.21 million (2021: EUR 2.15 million), which includes regular EUR 1.93
million interest expenses on loans and derivatives. The remainder comprises other (incidental) financial
expenses detailed under 15.36
“
Financial Expenses
”
.
5.3.3
CASH FLOW
The net cash flow of the Fund after operating, investment and financing activities was EUR 3,028,000
(2021: EUR 440,000). The table below provides a summary of the cash flow (see also chapter 12
“Consolidated statement of cash flow”
).
Table 9
–
Consolidated cash flow statement
All in EUR 1,000
2022
2021
Cash flow from operating activities
-/- 99
-/- 575
Cash flow from investing activities
7,721
8,342
Cash flow from financing activities
-/- 4,594
-/- 7,327
Net increase / decrease (-/-) in cash and cash equivalents
3,028
440
The
cash flow from operating activities
, the cash generated from the Fund´s core business operations, was
EUR -/- 99,000, which was an improvement from the EUR -/- 575,000 in 2021. In both years it was affected
by the change in derivative financial instruments and trade and other receivables.
25
The
cash flow from investing activities,
the cash used or generated from the company's investments, such
as purchasing or selling assets
,
was EUR 7,721,000 (2021: EUR 8,342,000). The cash flows related to the
company's investments, such as the Romanian acquisitions, the Slovak and Czech asset sales and capital
expenditure on the properties.
The
cash flow from financing activities,
the cash generated or used from financing activities, including
issuing or repurchasing stocks, proceeds from loans, repayments of loans, and payments of lease liabilities,
was EUR -/- 4,594,000 (2021 EUR -/- 7,327,000).
5.3.4
BANK LOANS
Table 10
–
Overview of interest-bearing loans and borrowings
All in EUR 1,000
31-12-2022
31-12-2021
Non-current part of loans and borrowings
Secured bank loans
13,804
26,902
Other loans and borrowings
2,418
2,151
Subtotal
16,222
29,053
Lease liabilities
991
1,134
Total non-current part of loans and borrowings
17,213
30,187
Current part of loans and borrowings
Secured bank loans
16,371
3,993
Other loans and borrowings
2,370
2,453
Subtotal
18,741
6,446
Lease liabilities
171
163
Total current part of loans and borrowings
18,912
6,609
Grand total loans and borrowings
36,125
36,796
Table 11
–
Overview of secured bank loans
All in EUR 1,000
31-12-2022
31-12-2021
Slovenská Sporiteľňa
(Slovakia)
5,329
5,791
Sberbank CZ (Czech Republic)
5,644
8,089
Hypo NOE (Poland)
-
13,022
Patria Bank (Romania)
2,831
-
Total long-term interest-bearing loans and borrowings
26,310
26,902
Slovenská Sporiteľňa
462
794
Sberbank CZ
267
363
Hypo NOE
13
13,022
515
Alpha Bank (Bulgaria)
2,320
2,320
Patria Bank
300
-
Total short-term secured bank loans
3,865
3,992
Total secured bank loans
30,175
30,894
The total LTV of the portfolio as at 31 December 2022 is 43.6% (see also 15.16.4). The Managing Board
intends to maintain the total LTV-ratio of the portfolio in the range 40%
–
50%. At the end of the reporting
period the
weighted remaining maturity of “Loans and borrowings”
(see 15.40.14) was 3.21 years (2021:
3.38) and the loans had a weighted average interest rate of 5.49% (2021:4.15%).
13
As at 31-12-
2022 a covenant of the €13 million Hypo Noe loan was in breach.
The formal procedure to obtain a
waiver had not yet been completed at that time, hence the Hypo Noe loan is classified as current.
26
See section 15.16.4
“
Securities, bank covenants and ratios secured bank loans
”
for more information on
the secured bank loans as at the statement of financial position
’s date
.
5.3.5
CURRENCY EXCHANGE RATE
Exchange rates used for the Consolidated Statement of Financial Position (see also 13.7.4)
31-12-2022
31-12-2021
Bulgarian Lev (EUR/BGN)
1.9558
1.9558
% change year-on-year
0.00%
0.0%
Czech Koruna (EUR/CZK)
24.116
24.858
% change year-on-year
3.0%
5.3%
Polish Zloty (EUR/PLN)
4.6808
4.5969
% change year-on-year
-/- 1.8%
-/-0.8%
Romanian Leu (EUR/RON)
4.9495
4.949
% change year-on-year
0.0%
-/- 1.7%
Ukrainian Hryvnia (EUR/UAH)
38.951
30.9226
% change year-on-year
-/- 26.0%
11.0%
US Dollar (EUR/USD)
1.0666
1.1326
% change year-on-year
5.80%
7.7%
Source: European Central Bank (ECB) if available. Exchange rates Ukrainian Hryvnia are based on National Bank of Ukraine.
27
5.4
DEVELOPMENTS IN THE MARKET AND PORTFOLIO
The following provides an analysis of economic and property market developments during 2022 in the
regions in which the Fund operates and an outlook for future trends.
5.4.1
ECONOMIC BACKGROUND AND OUTLOOK
The year 2022 proved challenging for economies around the world. Slowing GDP growth, high inflation and
rising interest rates all impacted on business conditions, consumer activity, financial markets and societies
as a whole. It is more clear than a year ago that the present episode of global inflation is the most profound
seen since the 1970s and requires due attention. Ru
ssia’s invasion of Ukraine on 24 February 2022 not
only brought substantial additional inflationary consequences, principally through rising energy and food
prices but also in Europe and particularly CEE significant disruptive economic,
social and demographic
effects. The war is ongoing and is likely to continue, extending these effects.
The onset of war in Ukraine brought an initial three-pronged shock to CEE. First, the CEE currencies and
asset markets sold off, reflecting proximity risk. Business and investment activity reduced in the region.
Secondly, inflation rates spiked and triggered faster interest rate rises in the succeeding months than were
projected beforehand. Thirdly, the influx of Ukrainian refugees, mainly comprising women, children and the
elderly had to be absorbed quickly. Out of the 8.1mn estimated (Statista, February 2023) refugees outside
of Ukraine, 2.6mn reside in the CEE countries outside of the CIS, including 1.56mn in Poland and 0.49mn
in the Czech Republic. The latter data amount to between 4%-5% of the pre-war populations of those two
countries. While time has allowed some of the effects to settle, including currencies regaining their losses
and some refugees returning home or moving elsewhere, those repercussions on inflation and interest
rates, in particular, linger into 2023.
CONSUMER PRICE INFLATION AND CENTRAL BANK POLICY INTEREST RATES, SELECTED CEE
COUNTRIES AND GERMANY, FEBRUARY 2023 (%, YOY)
Source: investing.com, TradingEconomics
*February 2023 data published in March 2023
Inflation rates have reached levels unseen in CEE economies since the early transition years of the 1990s
and unseen since the very early 1980s in the US and Europe. This inflation pulse remains likely to extend
in time through 2023 and into 2024 but at a diminished rate. Some of the supply side constrictions affecting
price hikes are improving, with supply chains recovering after being stretched or disrupted as a result of
COVID. European energy prices are lower after an unexpectedly mild 2022-23 winter, meaning that gas
supplies are more plentiful. But on the demand side, wage growth in some CEE countries remains
stubbornly elevated. Higher interest rates in CEE are starting to act as a brake on economic activity but are
not very likely to climb further in 2023, outside of a crisis situation. Policy interest rates sit well below the
latest consumer price inflation readings across the CEE region (excepting Ukraine) and in Germany and
thus in 2023 substantial disinflation is required to bring future price hikes under control. Higher inflation eats
away at real incomes of consumers and expenditure budgets of corporates alike and must be tackled.
Inflation itself thus acts as a drag on economies as do higher interest rates, which slow down consumer
activity, company borrowing, bank lending and for the real estate sector will feed through to pressure on
funding costs and real estate valuations. At the time of publication, the key Eurozone policy interest rate
stands at 3.0%, having risen steeply from -0.4% in July 2022.
18.4%
16.7%
15.4%
15.5%
14.1%
24.9%
8.7%
6.75%
7.0%
3.0%
7.0%
2.2%
25%
3.0%
0%
5%
10%
15%
20%
25%
30%
Poland
Czech Republic
Slovakia
Romania
Bulgaria
Ukraine
Germany
Consumer price inflation, (latest*, % year-on-year)
Central Bank interest rate (latest, %)
28
The CEE economies are proving relatively resilient to this difficult inflation and interest rate picture.
All of
the core economies registered GDP growth rates at or above Germany’s 1.8% in 2022. Poland (4.9% ye
ar-
on-year growth) and Romania (4.8% expansion) were positive outliers, both benefitting from stronger
momentum in domestic consumption. Ukraine’s
-30% contraction is an estimate, as that economy of course
faces significant disruption and destruction effects from the war.
GDP GROWTH, SELECTED CEE COUNTRIES AND GERMANY, 2019-23E (%)
Source: countryeconomy.com (historical data), 2022A for Ukraine from the IMF. Arcona Capital external consultancy
(2023 estimates), based
on EIU, European Commission, Ukrainian Ministry of Finance estimates.
Looking ahead, 2023’s economic growth rates are generally expected to be lower than those seen in 2022,
as those effects of higher inflation and interest rates bite. Some of the CEE economies may enter a GDP
growth contraction for a couple of quarters. For now, unemployment rates remain very low and therefore
offer some support to consumption. Wage growth needs to be reduced, though, if further interest rate rises
into 2024 are to be avoided.
CEE’s high export ratios, ability to attract “near
-
shoring” ca
pital, strong corporate investment, growing IT
specialism and still-cheap workforces are longer term positives in this environment.
REAL ESTATE MARKETPLACE
The onset of the war in Ukraine curtailed the recovery from the COVID-19 period in CEE-6 investment
volumes in 2022. Last year’s EUR 11.1bn of deals transacted ended flat versus 2021 and for the third year
running was more than -
20% below 2019’s record level, according to Colliers data. Overall volumes in the
broader European universe retreated -18%, according to CBRE, last year: CEE markets were relatively
more resilient.
CEE-6 FLOWS BY COUNTRY (2022, EUR bn)
CEE-6 FLOWS BY SECTOR (2022, %)
Source: Colliers
Source: Colliers
Polish transactions again made up the majority (54%) of deals in 2022. Volumes fell -4% there and -9% in
the Czech Republic, while Hungarian purchases fell a more significant -17%. The countries with higher
yields actually saw an expansion of deal activity with volumes rising 40% in Romania, 23% in Bulgaria and
30% in Slovakia last year.
4.9
2.4
1.7
4.8
3.9
1.8
0.8
0.0
1.5
2.8
1.5
1.0
-0.1
-8
-4
0
4
8
Poland
Czech Republic
Slovakia
Romania
Bulgaria
Ukraine
Germany
2019
2020
2021
2022
2023E
-30.0
6.0
1.6
0.9
1.1
1.3
0.3
Poland
Czech Republic
Hungary
Slovakia
Romania
Bulgaria
38%
27%
26%
3%
5%
Office
Retail
Industrial
Residential
Other
29
Domestic and CEE regional investors, as is common in more fragile market conditions, purchased a larger
proportion of the assets across the region last year. Their 38% share of the pie compares to 32% in 2021,
according to Colliers. Buyers from Europe/EMEA remained active, though their share halved to 21% in
2022. US and South African investors stepped in, snapping up 21% and 9% of the volume respectively: this
activity illustrates the ability of more remote investors into CEE to look through the geopolitical risks. Asian
investors were largely absent, though.
The office sector regained its premier sector position spot, with 38% of transactions by value according to
Colliers. Investment into retail real estate recovered in 2022, rising to 27% of the total, compared to just
15% in 2021. It was the proportion of industrial & logistics transactions that fell last year, to 26% from 38%
the year before. These shifts reflected more the composition of the 10 largest deals, which between them
amounted to 31% of the CEE volume in 2022. Buyer interest in industrial & logistics and residential remained
high for most of last year but both sectors in CEE lack available product compared to office and retail.
REAL ESTATE OUTLOOK
As we indicated in
our outlook last year, the economic difficulties caused by Russia’s invasion of Ukraine
and, partly as a consequence, inflation rising even higher and staying entrenched for longer has had
implications for the cost of capital and the valuation of assets in the region. This situation looks set to
continue in 2023.
Growth of rents at levels closer to the rate of change of consumer price inflation (“CPI”) helps real estate
assets hold their value in inflationary environments. Some tenant contracts will have automatic rent uplifts,
often linked to Eurozone CPI. The latter rose 8.5% year-on-year at the last reading in February 2023,
averaging 8.8% year-on-year over the prior 12 months. Higher service charges were very common across
all sectors in CEE as utility costs jumped through the year. Whether such rent hikes are affordable in an
environment where tenants are facing higher costs across their businesses remains key to the shorter term
outlook. This process is happening at the same time as CEE’s largest sect
or, offices, is facing other
challenges: weaker GDP growth, consideration of the space needed in the post-COVID environment, as
companies and employees assess their work location patterns, plus ESG enhancements and compliance
initiatives. The effect of both the COVID period and this present phase is increasing obsolescence risk as
assets age and technology advances. Conversely, construction activity was noticeably lower in 2022 across
CEE and is likely to be even weaker in 2023-24. Inflation-proofing has proved easier in the retail sector,
through turnover rents but also the tenants themselves are in a better position to keep their margins by
hiking prices, especially in the convenience retail sector. The mix in these centres of essential items such
as food,
beverages, pharmacy and pet goods, or “consumer staples” is an advantage in a slow
-growth
environment. Tenants in Logistics assets are also able to pass on increased costs and combined with low
supply of new developments in CEE have seen strong rent growth. This situation looks set to continue.
Supply chain industrial assets, very common in CEE, face less input cost challenges than 12 months ago
but investors have to be wary of recession risk if GDP growth is slowing. Across all sectors, construction
costs are showing signs of peaking but whether this can be taken advantage of is a judgment on that same
economic slowdown risk. It is not just the office sector that may see lower supply of new assets in 2023-24.
Higher central bank policy interest rates are acting to constrict that construction activity and real estate
investment activity more generally. As interest rates rise, so banks tighten their lending standards, choosing
to lend to what they perceive as safer clients and are also turning increased attention to ESG. A lending
“flight to quality” in turn raises real estate corporate bond yields for other players. As already observed at
the time of writing, the inability of some banks to weather the rapid rise in policy interest rates in key
economies is reducing the number of financial intermediaries and likely to further constrict lending activity
and increase the level of transaction debt funding costs. Hedging in or out of local currencies, if needed by
real estate players, is as expensive as observed a year ago and this cost is not likely to fall in the near term.
Interest rates in the US, the UK and Europe are likely to rise further, increasing the pressure on their local
real estate markets. The direction of real estate yields in CEE is likely to be up, as some transactions in the
UK arena are now being reported at higher yields than the market levels for prime CEE assets. A period of
low transaction volumes looks likely, due to the mismatched expectations of buyers and sellers and the
30
uncertainty over funding costs. Rent market outlooks look like staying in favour of tenants in the office and
retail sector especially with the opposite being the case for industrial & logistics.
The Polish office market
The 19% growth in 2022’s volume of lease transactions nationally in Poland reflects the country’s strong
GDP growth performance and a continued recovery from the COVID-19 period. Lease transaction
momentum was strongest in the capital Warsaw, jumping 34% year-on-year, according to Colliers data,
with the regional cities overall seeing only a 5% increase in demand overall. The share of
renegotiations/lease extensions in these gross national figures encouragingly dropped by some 8
percentage points to 36%. Space expansions made up 7% of the demand, another sign of health in business
investment volumes. The implied 950,000 sqm of combined new demand last year exceeded the national
supply of new space, 642,000 sqm according to Colliers data, by some margin. As in 2021, this excess
demand has helped the market move towards overall balance, in relatively turbulent times. That supply
increase added 5.1% to the national total stock of just over 12.7mn sqm in the calendar year. Developer
activity continued to decrease in 2022, with 772,000 sqm under construction across the country at the end
of the year. This level implies a fall of -36% in developer commitments compared to the end of 2021,
according to Colliers and would represent only a 6% expansion to national stock in the next 12-24 months.
Warsaw’s stronger leasing demand helped vacancy rates fall from 12.7% to 11.6% there. This helped prime
rents to grow 12.2% in the capital city to a level of EUR 27.5/sqm/month at the end of Q4 2022. In contrast,
vacancy rates rose in most regional cities, meaning that rent levels were more static compared to 2021. As
elsewhere, tenants are also facing rising operating costs.
In Szczecin, where our asset is located, the market is much healthier than in other regions. The city
’s
vacancy rate, flat versus a year before at 5.8% in Q4 2022, remains according to both CBRE and Colliers
the lowest amongst the office markets of the nine major cities in Poland. Very low supply again, at just 1,500
sqm in 2022, is in stark contrast to annual gross take-up of 18,500 sqm, according to Colliers data. Colliers
counts just 2,400sqm as under construction at year end; CBRE see no projects. The city’s proximity to
Germany and consideration of the marketplace by business service sector providers are likely to keep
demand robust in the near run, resulting in probable further downward pressure on that 5.8% office vacancy
rate. As a result of the excess demand in 2022, prime rents rose to EUR 14.50/sqm/month at the year end
versus EUR 13.50/sqm/month a year before, according to CBRE. Average rents also ticked up 9% to EUR
13.90/sqm/month.
Further appreciation in rent levels in this city cannot be ruled out.
The Polish retail market
New challenges appeared in the Polish retail arena in 2022, with the war in neighbouring Ukraine disrupting
demand as well as affecting the pricing of both goods supplied and construction costs.
Overall retail sales
grew 15.5% in nominal terms last year, containing of course a large inflation component. Real retail sales
or the growth in volume terms was a creditable 5% year-on-
year, matching the country’s GDP growth
performance. The influx of refugees from Ukraine, totalling 4%-5% of the population aided demand. High
inflation of course remains a challenge in the coming quarters but Oxford Economics expect real retail sales
growth of 3.6% for Poland in the 2023E-26E period.
As with both 2020 and 2021, it is e-commerce and
retail parks/convenience stores that are driving the momentum in overall retail sales. E-commerce
maintained a steady market share which varied between 8.4% to 11.9% during 2022, according to Statistics
Poland. Online sales are projected to grow 13% in 2023, according to JLL, suggesting that this market share
may again expand slightly. But the more bullish forecasts, such as that of Euromonitor International
foreseeing a jump to 22% of total retail sales by 2025, look too optimistic. It appears that the “bricks &
mortar” space is weathering the challenge, certainly with the help of omnichannel initiative
s from the retail
brands.
Within the investment arena, the vast majority of the 43 deals recorded in 2022 were in the retail
park and convenience centre formats, according to JLL. Prime yields for the best retail parks stayed firmly
at 6.75% at the end of 2022.
31
NEW COMPLETIONS BY RETAIL FORMATS IN POLAND (SQM GLA), 2015-2022
Source: JLL, as of H1 2022. 2022p = prognosis for full year
Illustrating the confidence in this segment new convenience store space in Poland was, very similarly to
2021, due
to grow by another 85,500 sqm in 2022 according to JLL’s estimates. The convenience centre
asset class as a result continues to build its overall share in the Polish retail universe. Convenience centres
made up 9% of total stock by gross leasable area (“GLA”) in H1 2022, up a full percentage point on H1
2021 and on the paltry 1% level in the year 2000. This growth has important implications for the onward
valuation of the asset class for landlords and offers an increasing choice of location for tenants. Rising
general construction costs as well as increases in minimum wages and electricity costs have pushed many
developers to search for cheaper construction options: the smaller retail formats, such as retail parks and
convenience centres, are a fitting solution to this dilemma. The expansion of these formats is probably not
finished, as the density of retail park and convenience centre space in Poland amounts to just 84 sqm per
1,000 inhabitants.
Total convenience centre stock monitored by JLL amounted to around 902,000 sqm at
the end of H1 2022, up from 804,000 sqm a year before.
Poland’s large number of moderately
-sized urban
centres is making it easier for developers to launch projects in new locations. Despite this opportunity most
of these appear to be retail park formats, as new construction activity of convenience centres comprised 12
projects in H2 2022 and amounted to 14,500 sqm, or only 1.6% of stock, according to JLL data.
In this period of high inflation and economic uncertainty, the composition of convenience centres by type of
retailer positions these assets well.
“Value” retailers occupied 37% of the GLA in traditional retail parks and
convenience centres in mid
—
2022, up from 33% a year earlier according to JLL. These key tenants meet
the day-to-day needs of the customers living in the immediate vicinity of the development. They are home
to retailers with basic offerings, very often from the off-price segment. The German DM Drogerie pharmacy
chain opened its first stores in Poland in and after April 2022, while Castorama continued expanding its
smaller-format offering last year. Other food retailers such as discounters Netto and Dino are increasing
their presence, as is Zabka, via new formats. Top local market player Biedronka is also looking at new small
convenience formats, which may spread from Warsaw. Ukrainian brands, such as the Lviv Croissants
bakery chain, are also expanding to service the new émigré populations. Rents in this environment are
broadly stable at EUR 8-12/sqm/month for a typical 2,000 sqm unit in a retail park. JLL noted in August
2022 some pressure for incentives from new tenants, including fit-out contributions. Service charges at a
low EUR 1.5-2.0/sqm/month, though the recent energy and general inflation cost pressures are building up.
JLL believe that smaller convenience-based retail assets have solid prospects, as leases are signed for
long periods.
The Czech office market
The Czech office market continued to slowly stabilise after the COVID-19 shocks of 2020-21. The trajectory
of Prague vacancy rates illustrates this steadying well, rising to a peak of 8.3% at the end of Q1 2022 but
falling again in H2 to end the year at 293,600 sqm or 7.7%, just -10bps lower than 2021. On top of that,
sub-leasing is still present, at up to 2% of the market according to Colliers, or 71,900 sqm, a number that
has not really changed in the last 2 years. What is helping this turnaround is the supply-demand balance.
32
Net take-up, the most reliable yardstick of demand, jumped 41% year-on-year in 2022, to 294,100 sqm. A
strong Q4 2022 especially helped 2022 breach 2019’s 260,000 sqm level. New supply last year was much
smaller, at just 75,400 sqm in Prague, amounting to just 2% of total stock. A relative lack of supply should
continue into 2023-24, with 129,000 sqm according to Colliers completing this year followed by just 55,000
sqm in 2024. As such, the market is probably insulated from everything but a significant demand reduction
over the next 24 months.
In this environment and driven by inflation indexing, prime headline rents in Prague rose 12.5% to the level
of EUR 26.50-
27.0 sqm/month by 2022’s year end, according to Colliers. Inner city cl
ass B rent levels shifted
up moderately to between EUR 17.5-18.0/sqm/month. For holders of these properties, these rental
increases were needed as prime office rental yields have backed up a full 100bps to a level of 5.0% by the
end of 2022. Higher financing costs are feeding into the Prague investment arena.
A flat-lining of gross take-up, amounting to 65,900 sqm in 2022 according to the Czech Regional Research
Forum, pushed up vacancy rates in the Brno office market to 13.4% by the year end. This level was 200bps
higher than 2021. New supply last year totalled 33,000 sqm, or 5% of total stock, which added to the vacant
floorspace on a net basis when take-
up renegotiations are taken into account. Brno’s prime rents
nevertheless firmed moderately, being 3%-6% higher than 2021 at EUR 16.0-
16.5/sqm/month by 2022’s
year end. Traditionally, Brno is home to technology and software development companies: JLL believes
that incremental interest from both larger international IT players and smaller companies could eat up the
vacant stock in coming quarters.
The Slovak office market
Slovakia’s office market absorbed the region
-wide challenges in 2022. Office vacancy rates in the
benchmark Bratislava arena ticked down 50bps to 11.2% at the end of last year, according to the Bratislava
Research Forum. The improvement was mostly due to a virtual drying up of new supply, with just 2 buildings
totalling 25,160 sqm coming to market in 2022. The addition to stock was thus just 2%. Net take-up was
much higher, amounting over the course of last year to 118,900 sqm, according to Cushman & Wakefield.
This supply-demand balance likely shifts a little to the unfavourable side in 2023 with Cushman & Wakefield
expecting 113,300 sqm of A+ office space due to be completed this year. Down-sizing and low levels of
pre-leasing by tenants could increase the pressure. Much will depend on the near-term overall performance
of the very export-oriented Slovak economy generating natural expansion demand from corporates.
Prime Bratislava Central Business District (CBD) rents firmed in 2022, rising to EUR 17.0/sqm/month. Rents
in the city’s peripheral locations, an approximation for B class offices and other cities such as Kosice, also
firmed in the course of 2022, rising from EUR 11.50/sqm/month towards EUR 12.50/sqm/month according
to Cushman & Wakefield. As elsewhere, higher funding costs for transactions brought a tick-up in prime
office rental yields, to 5.5% by the 2022 year end.
The Romanian office market
The Bucharest office market, like its regional peers, faced the twin challenges of relatively sluggish demand
and high inflation from the economy and the trend of “hybrid
-
working” in 2022. Overall vacancy rates
reflected this situation and again climbed last year, reaching the level of 14.1% according to CBRE. The
picture appears better when looking at the 12.3% vacancy rate for class A offices, which fell last year. The
high for net take-up in the last cycle was 269,000 sqm in 2019: 2022 saw demand rise 9% but to a level of
178,000 sqm. Thus, fresh excess demand remains elusive so far in this cycle. Renewal/renegotiation deals,
at 117,000 sqm, did not grow in 2022. But new supply, in contrast to 2021, was much less of a burden to
the market balance, falling to just 124,400 sqm. This was the lowest level of completions since 2015 and
meant that overall stock rose only 3.8% to 3.32mn sqm, according to CBRE. Colliers and CBRE see 100,000
sqm/113,000 sqm only of supply coming to the market in 2023, with the pipeline drying further into 2024.
Inflation-linking pushed CBD rents up some 4% in Bucharest up to EUR 19.50/sqm/month in 2022 according
to CBRE. Discount incentives are still present but the falling supply, rising inflation and increased
operational costs of managing buildings may limit tenant bargaining in the coming quarters.
A moderate
GDP growth outcome for Romania in 2023 could see office demand rise by as much as 2022’s 9% rate.
The IT sector made up 37% of demand in Bucharest last year, according to Colliers and has the potential
to continue growing. Bucharest’s prime office yields edged up 25bps last year, to 7.0%.
33
The Bulgarian residential market
The war in Ukraine, rising inflation, the onset of interest rate hikes and slowing GDP growth all combined
to s
low activity in Sofia’s high
-end residential sector in 2022. Colliers observed flat prices in the sales
market, concentrated in the districts of the city at the foot of the Vitosha mountain, last year. Activity was
nonetheless healthy with this unchanged pricing implying that the increase in total stock, some 1,560 units,
or 12% growth to 14,320 units, was completely absorbed. Discounts to asking prices disappeared. The
attention of buyers focused on larger units according to Colliers, with 71% of sales being of 3-bedroom
apartments. This shift reflects a desire for a better standard of living, reflected in that 85% of 2022’s demand
was intended for owner-occupation: this is the highest proportion seen in recent years by some margin.
Higher Bulgarian interest rates have meant a shift in funding: only 14% of transactions in H2 2022 were
financed partially with a mortgage, compared to 62% in H2 2021.
Rents ticked up but lagged double-digit general inflation: The average rent for a two
–
bedroom apartment
rose 5%-8% to EUR 1,000
–
1,300/month, including VAT, according to Colliers data. The first build-to-rent
projects are already under construction in Sofia, suggesting that the rental market may have a wider base
in the medium term. The volatility of construction material prices started to decrease in general in H2 2022,
though the pre-sales market for developers remains weak. The number of residential units under
construction is almost 4,000, back to 2020’s levels and higher than 2021’s 3,200. The implied period f
or
construction is presently 2 years.
Significantly slowing GDP growth in 2023 likely means that sales prices will likely remain around current
levels. Colliers sees underlying demand being able to absorb the supply, as the reliance on mortgage
financing appears low overall for this in-demand residential segment.
The Ukrainian land market
The Ukrainian economy is operating on a war footing and the land market thus has very limited activity. The
entire country remains under martial law and fully engaged in repelling the Russian invasion that began on
24 February 2022.
Damage to infrastructure and the occupation of territory, refugee emigration, disruption
to exports and fixed asset investment saw the economy contract -30% in 2022, according to World Bank
e
stimates. The pressures of the war and global factors sent consumer price inflation up to October’s peak
of 27% year-on-year, with the year-on-year change in the latest February 2023 reading sitting at 25%. The
National Bank of Ukraine hiked interest rates from 10% to 25% in June 2022, a level held since then to
discourage capital flight and to combat that inflation. In normal circumstances, such interest rates would act
to slow the economy and real estate development activity down. Real estate activity is likely to be focused
on re-building if and when the present war conditions end, probably with significant support from
government and multinational agencies.
Land price inflation in Ukraine, as elsewhere, is seen as a hedge on accelerating general inflation. Notional
land prices have thus appreciated in 2022 in US dollar terms according to the SV Development land price
source. For the record, Odessa oblast’s la
nd prices saw a 4.1% increase in USD terms at the beginning of
2023 compared to 2022. This matched the average land price rise in Kyiv Oblast’. In Dnepropretrovsk
oblast’, adjacent to Zaporizhzhe Oblast’, the same source saw a 2.7% increase in calendar 202
2.
34
5.4.2
REAL ESTATE PORTFOLIO DEVELOPMENT
Table 12
–
Comparative statement of the real estate portfolio
31-12-2022
31-12-2021
change
%
Valuation (in EUR 1,000)
14
81,795
85,093
-/- 3,298
-/- 3.9%
Number of properties
21
22
-/- 1
-/- 4.5%
Rentable area (in sqm)
15
57,684
67,597
-/- 9,913
-/- 14.7%
The fair value as at end 2022 is EUR 3.3 million lower than the previous year, which is primarily due to the
sale of properties in Slovakia (two) and the Czech Republic (one), the acquisition of assets in Romania
(two) and valuation movements.
Table 13
–
Statement of changes in investment properties (see also 15.2.4)
All in EUR 1,000
2022
2021
Balance as of 1 January
75,877
75,674
Acquisitions
4,642
41
Purchases and additions
365
314
Exchange rate differences
458
1,069
Disposals
-
-/- 9
Fair value adjustments
-/- 3,737
3,508
Balance as of 31 December (including assets held for sale)
77,605
80,597
Reclassification
-/- 10,261
-/- 4,720
Balance as of 31 December
67,344
75,877
The
"Purchases and additions"
of EUR 365,000 corresponds to improvements of the investment properties.
The
"Exchange rate differences"
show that due to fluctuations in the currency exchange rates, the value of
investment properties changed by EUR 458,000. The
"Disposals"
of investment properties during the year
2022 are included in the assets-held-for-sale and are included in the
“Reclassification”
, reclassifies assets
from investment properties. The
"Fair value adjustments"
shows that the fair value of investment properties
was adjusted downwards by EUR 3,737,000 during the year.
Table 14
–
Comparative statement
16
of real estate income 2022
–
2021
2022
2021
Change
Change
in EUR 1,000
in EUR 1,000
in EUR 1,000
In %
Gross rental income
5,464
5,743
-/- 279
-/- 4.9%
Service cost income
2,422
2,064
358
17.3%
Total income
7,886
7,807
79
1.0%
Service costs
-/- 2,363
-/- 2,278
-/- 85
3.7%
Operational costs
-/- 1,706
-/- 1,849
143
-/- 7.7%
Net rental income
3,817
3,680
137
3.7%
Table 14 displays the real estate income for the part of the real estate portfolio that is comparable between
the two years. Additionally, please note that two assets in Ukraine (land properties) and one asset in
Bulgaria (residential project) are not income-generating properties and, therefore, do not contribute to the
operational income.
“Total income” represents the sum of the gross rental income and service cost income. “Gross rental
income” represents the total rental income received by the property owner before any deductions are made.
“Service cost income” is the income received from tenants for serv
ices provided by the property owner,
such as maintenance, repairs, and cleaning.
14
Including assets held for sale
15
Assuming 24.35% of the 10.800 m
2
rentable area for the Delenco office in Romania
16
Solely based on property assets in possession during 2021 and 2022
35
“Service costs” represents the expenses incurred by the property owner in providing services to tenants.
“Operational costs” represents the expenses incurred by the property o
wner in maintaining and operating
the property, such as property taxes, insurance, and utilities.
“Net rental income” represents the income earned by the property owner after deducting the service costs
and operational costs from the gross rental income and service cost income. In 2022, the comparable net
rental income was EUR 3.817 million, which is EUR 137.000 or 3.7% higher than the income in 2021.
5.4.3
FUND PORTFOLIO OPERATIONS
The table below shows how the key ratios of the Fund´s operations changed over 2022:
Table 15
–
Comparative statement of the real estate portfolio based on indicators
31-12-2022
31-12-2021
Change
Change (%)
Fair value per asset (in EUR 1,000)
3,912
3,922
-/- 10.0
-/- 0.3%
Number of properties (annual average)
20.9
23.8
-/- 2.9
-/- 12.1%
NOI per asset
17
(in EUR 1,000)
244.1
211.1
33.0
15.6%
Occupancy
18
(in %)
88.6
90.3
-/- 1.7
-/- 1.9%
Total loan-to-value (in %)
43.6
42.2
1.4
3.3%
Discount Share price to NNNAV (in %)
50.0
41.2
8.8
21.4%
Ongoing Charges Figure
19
(in %)
8.0
9.5
-/- 1.5
-/- 15.6%
Fund expense ratio (in %)
3.71
4.07
-/- 0.4
-/- 8.8%
Solvability
20
(in %)
106.4
105.1
1.3
1.3%
5.5
FUND STRATEGY AND OBJECTIVE
The Fund's primary investment focus is income-generating real estate in Central and Eastern Europe. The
Fund's investment strategy aims to achieve a balanced portfolio of modern high-yielding, multi-tenanted
properties across the region with a loan to value between 40% to 50% (including convertible bonds).
Table 16
–
Distribution over the countries
C
OUNTRY
2022
2021
Poland
40.0%
39.8%
Czech Republic
19.4%
22.6%
Slovakia
20.3%
25.5%
Ukraine
1.2%
4.0%
Bulgaria
7.6%
8.1%
Romania
11.5%
0.0%
The Fund continually seeks to optimize its portfolio by balancing the allocation of assets across different
countries and improving its loan to value ratio.
17
Net Operating Income per income producing asset
18
Weighted based on fair value, excluding non-income generating properties Aisi Bela and Boyana Residence
19
Excluding one-off cost elements
20
Defined as equity / liabilities x 100%
36
5.6
DIVIDEND AND SHARE BUYBACK
The Fund's dividend policy is to distribute approximately 35% of the operational result to shareholders based
on the annual results. The Fund aims to pay an interim dividend with the half-year results, followed by a
final dividend after year-end, in cash. However, dividend proposals will take into account various factors,
such as expected future capital requirements, growth opportunities, net cash generation, and regulatory
developments.
In September 2022, the Fund started the share buyback programme, which was approved by the
shareholders in October 2021. The programme utilizes the net proceeds from asset sales after short-term
debt repayment obligations have been met. The share buyback programme was concluded on March 15,
2023. After this first six-month buyback period, the market will continue to be informed about the timing,
process and volumes.
5.7
OUTLOOK
Fund performance in 2023 will be strongly influenced by interest rate trajectories for its Euro- and Czech
Crown-denominated financing arrangements. Whilst the Fund has been able to absorb recent increases in
interest rates due to low overall loan to value ratios and continuing strong cash generation, there is a
perception that 2023 will see the peak of the current rate cycle and an easing of loan conditions, which will
enhance net financial returns at Fund level and improve market sentiment generally.
Developments in the conflict in Ukraine will continue to impact the Fund, but as the value of the Fund´s
holdings in the country have already been substantially written down the risk is potentially on the upside.
Two further small development site acquisitions from SPDI in the Kiev area, contracted in 2021, are now
expected to be completed by the Fund in 2023, at pricing levels which will fully reflect current local market
conditions.
The Fund will continue its disposal programme for non-core assets across the Central European region,
with the target to generate up to EUR 10 million in net proceeds from asset sales during 2023. Operational
performance, reflecting strong occupational levels and rising rents, is expected to remain robust over the
course of the year.
Sberbank CZ situation
The Fund's wholly-owned subsidiary in the Czech Republic, Arcona Capital RE Bohemia s.r.o. (ACREB),
has a loan with Sberbank CZ, a subsidiary of Sberbank Europa AG and Sberbank of Russia, both of which
are on international sanctions lists. However, as of yet, Sberbank CZ is not on a sanctions list, and ACREB
can continue to conduct business with them.
ACREB's bank accounts at Sberbank CZ have been blocked since February 28, 2022, with approximately
EUR 400,000 frozen. ACREB received compensation of EUR 100,000 in April 2022 from the Czech
Guarantee Fund. A sale of the Sberbank CZ loan portfolio to Ceska Sporitelna, a subsidiary of Erste Bank
of Austria, has been agreed and is expected to complete during 2023. The Management anticipates that
ACREB should receive back 100% of its outstanding deposit balance with Sberbank once this sale
completes. It is also anticipated that ACREB´s EUR 8.45 million mortgage loan from Sberbank will be
transferred to Ceska Sporitelna on completion of the sale on existing terms and conditions. However, it is
not at this stage clear whether the advantageous interest rate hedging arrangements on the mortgage loan
will also be transferred.
Boyana Residence E.O.O.D.
The Fund's Bulgarian subsidiary, Boyana Residence E.O.O.D., refinanced its matured loan from Alpha
Bank in January 2023 with a syndicated loan of EUR 3.6 million from private Dutch investors. At the end of
2022 the Boyana project was valued at EUR 6.25 million. The Management expects to repay EUR 2.4
million of the new syndicated loan from sales within the project by June 2023.
37
5.8
RISK MANAGEMENT
The management of risk is an essential responsibility of the Board. We can report that there have been no
significant changes to the risk management framework outlined in section 15.42 of this annual report.
Risk appetite and risk management
Our risk management policy is designed to identify, assess, and respond to the primary risks inherent in the
Fund's activities. We conduct an annual top-down review and risk inventory to manage our risk exposure
by taking mitigating measures while pursuing our business opportunities to achieve our strategic objectives.
We have identified the risks presented in section 15.40 "Risk management" as our primary risks. We have
not found any other risks that could materially impact our business, but we acknowledge that unidentified
or unforeseen risks could have such an impact.
We have established an Internal Control Framework to provide reasonable assurance that risks are
identified and mitigated to achieve our significant objectives. The framework comprises monthly KPI
reporting, a cloud-based work environment supported by a data recovery plan, and a planning and control
structure. We have also implemented administrative organization and internal controls based on a division
of functions. Both contracting and payments take place based on the "four-eyes" principle.
Internal control framework
Risk reports are a recurring topic at our supervisory and managing board meetings, and we continuously
monitor risks with mitigating measures in place. We stress test and discuss the results with both the
Managing and Supervisory Board to ensure effective risk management.
For further details on our main risks and uncertainties, please refer to section 15.40 "Risk management"
and the notes to the consolidated financial statements.
5.9
REMUNERATION POLICY
The Fund's Managing Board applies a remuneration policy that contributes to appropriate and effective risk
management while avoiding unnecessary risks within the framework of the Fund's prospectus and statutes.
This policy is in line with the Fund's strategy, the goals and values of the Managing Board, and the interests
of the Fund's investors. Additionally, the remuneration policy includes measures aimed at preventing
conflicts of interest.
The goal is to maintain a healthy balance between fixed and variable remuneration. Fixed remuneration is
sufficient for daily expenses and includes payments for education and pension contributions. Variable
remuneration should be viewed as an addition to the fixed remuneration and is based on evaluating
individual employees' achievements for the company as a whole.
The Managing Board does not provide a guaranteed variable bonus. Instead, any variable bonus is
determined based on measurable results or clear achievement goals. For further information, the full
remuneration policy of the Managing Board can be downloaded from http://www.arconacapital.com.
Remuneration for the Managing Board for the period 2022
–
2018
In 2022 the Fund paid a total fee of EUR 1,286,000 (2021: EUR 1,301,000) to the Managing Board, affiliated
companies and Secure Management. Of this total amount, the Managing Board received a fund
management fee of EUR 705,000 (2021: EUR 648,000) and affiliated companies received an asset
management fee of EUR 498,000 (2021: EUR 591,000).
38
Table 17
–
Comparative statement of total remuneration per year
All in EUR
2022
2021
2020
2019
2018
The Managing Board
705,000
648,000
665,000
680,000
684,000
Arcona Capital Czech Republic
295,000
406,000
473,000
474,000
466,000
Arcona Capital Poland
203,000
185,000
180,000
179,000
180,000
Secure Management
83,000
62,000
89,000
5,000
n.a
Total remuneration
1,286,000
1,301,000
1,407,000
1,338,000
1,330,000
The remuneration for the Managing Board is described in section 15.33.1
“
Specification of administrative
expenses
”.
The Managing Board employed on average 4 employees (2021: 3 employees). The managing
directors of the Managing Board are employed by Arcona Capital Nederland N.V. (3) and Arcona Capital
GmbH (1). The total number of employees involved in the activities of the Fund is 7 (2021: 7). The Managing
Board of the Fund receives a fixed management fee, described in the prospectus of the Fund. Part of the
fixed management fee is paid as asset management fee to Arcona Capital Czech Republic, since 2017 to
Arcona Capital Poland and since 2019, to Secure Management.
People in senior management functions with the Managing Board are seen as identified staff. Identified staff
are defined as follows:
•
Managing directors of the Managing Board; and
•
Employees fronting administration, portfolio management, marketing and human resources.
No employees received (according to article 1:120 Wft) a remuneration exceeding EUR 500,000. The
Managing Board comprises three men and one woman. During 2022 the Fund did not employ any staff
directly (2021: 0). As identified staff, a managing director of Arcona Capital Nederland N.V. and its mother
company Arcona Capital GmbH is shown. This director is not a policy maker of the Managing Board.
Remuneration for the Supervisory Board for the period 2022
–
2018
The Supervisory Board received a total remuneration of EUR 35,000 (2021: EUR 35,000) in 2022. The
remuneration for the Supervisory Board and the remuneration for the statutory directors are described in
section 15.34.3 Analysis of Supervisory Board fees and 15.34.4 Analysis of other operating expenses.
Table 18
–
Comparative statement of supervisory board remuneration per year
All in EUR
2022
2021
2020
2019
2018
Supervisory Board
35,000
35,000
28,000
28,000
28,000
The Managing Board´s management contract with the Fund is described in the prospectus of the Fund and
determines the annual level of management fee. The Supervisory Board is therefore not required to issue
a remuneration report under the remuneration policy. The Supervisory Board monitors that the fees paid
are in accordance with these contractual arrangements. An adjustment of the remuneration can only be
implemented if approved by the General Meeting of Shareholders.
5.10
CORPORATE GOVERNANCE
The Fund is a listed company, which as an investment institution is not required fully to apply the Corporate
Governance Code preserved in law. However, the Managing Board and Supervisory Board of the Fund
consider the principles of accountability and transparency, which underlie the Corporate Governance Code,
to be of direct relevance to the Fund. Accordingly, they will seek to apply the principles and best practice
provisions set out in the Corporate Governance Code as fully as possible to the operation of the Fund.
5.11
STATEMENT REGARDING ADMINISTRATIVE ORGANISATION AND INTERNAL CONTROL
The Managing Board has reviewed all elements of the administrative organization during the reporting
period. We consider that the administrative organization and internal control as prescribed by Article 121 of
the
Bgfo
(Besluit gedragstoezicht financiële ondernemingen), meet the requirements prescribed by the Wft
39
and related regulations. Pursuant to this, we declare as the Managing Board of the Fund that the Company
possesses a description as prescribed by Article 121 of the Bgfo, which meets the requirements as
prescribed by the Bgfo. In addition, the Managing Board declares with a reasonable degree of certainty that
the administrative organization and internal control function effectively and in accordance with this
description.
Amsterdam, 28 April 2023
The Managing Board, Arcona Capital Fund Management B.V.
G.St.J. Barker LLB, Managing director
P.H.J. Mars, M.Sc., Managing director
M. Blokland, Managing Director
M. van der Laan, Managing Director
40
6
THE
REAL
ESTATE
PORTFOLIO
As of 31 December 2022,
the Fund’s portfolio comprised
twenty-one properties. The following section gives
an overview of each property in the portfolio during 2022. The properties are located in five Central
European countries: three in the Czech Republic,two in Slovakia, two in Romania, eleven in Poland, one in
Bulgaria and two in Ukraine.
6.1
THE REAL ESTATE PORTFOLIO IN POLAND
The Fund portfolio as at 31 December 2022 comprises ten modern retail centres in regional cities across
Poland and one modern office building, in Szczecin. The properties are all multi tenanted. The main
characteristics of each property are briefly summarised below:
8 Laubitza, Inowroclaw
(Laubitza)
Type
Retail
Rentable Surface
(in sqm)
1,749
Occupation Rate
(in %)
67.3
Fair value
(in EUR)
1,670,000
The property is located in Inowroclaw, within Stare Miasto district, at 8 Laubitza Street, close to Dworcowa Street. The
area is mostly commercial in nature. The retail building, completed in 2001, comprises one floor above ground of
1,749 sqm of total lettable area and 41 parking spaces situated at the east, south and west sides of the property. In
June 2022, Carrefour signed a seven-year lease for 1,430 square meters, under enhanced rental terms. The new
supermarket opened its doors in early August 2022.
800-lecia Inowroclawia 27, Inowroclaw
(Lecia)
Type
Retail
Rentable Surface
(in sqm)
2,548
Occupation Rate
(in %)
96.9
Fair value
(in EUR)
2,670,000
Inowrocław Lecia is located in the central part of Poland near to Bydgoszcz and Toruń
. The city has approximately
75,000 inhabitants. The site is located on the south-eastern edge of the city, in a residential area comprising apartment
blocks and single-family houses. The immediate area is served by seven bus lines providing convenient access to the
property for customers using public transport. The centre provides 2,548 sqm lettable area and 100 parking places.
41
1 Krzemowa, Gdansk
(Krzemowa)
Type
Retail
Rentable Surface
(in sqm)
1,622
Occupation Rate
(in %)
98.6
Fair value
(in EUR)
3,180,000
The Gdańsk–
Sopot-Gdynia (750,000 inhabitants) conurbation (TriCity) is located in the northern part of Poland, on
the Baltic coast. The property is situated in the southern part of Gdańsk, within the city’s most densely populated
district, Chelm (50,000 inhabitants). To the north-east it borders the Srodmiescie district, home of the medieval old
town. Surrounded by multifamily residential buildings, the property benefits from high volumes of passing traffic, with
Gdansk’s city centre reachable by car within less than
10 minutes. The site has two entry points, provides 46 parking
spaces and extends to 5,122 sqm. The main tenant is Biedronka, on a lease expiring in 2027.
1 Plutona, Glogow
(Plutona)
Type
Retail
Rentable Surface
(in sqm)
1,669
Occupation Rate
(in %)
77.6
Fair value
(in EUR)
1,900,000
Glogow is a developing medium-sized town in the south-east part of Poland, with a current population of nearly 70,000.
The property is located in the city’s largest housing estate, Kopernik, with a population of 22,500. High
-rise residential
buildings dominate t
he property’s direct surroundings. The lettable area is 1,
669 sqm and there are 62 parking places.
82 Kalinkowa, Grudziadz (Kalinkowa)
Type
Retail
Rentable Surface
(in sqm)
2,556
Occupation Rate
(in %)
98.2
Fair value
(in EUR)
2,670,000
Grudziadz is a city with nearly 100,000 inhabitants, located in the north of Poland. The property is located in the south-
western part of Grudziadz in a densely populated residential area. It is bordered by the Strzemiecin housing estate
with its 12-storey blocks of flats to the north and the Kopernika housing estate with its medium-density dwellings to
the north-east. The site size is 8,932 sqm and is predominantly held freehold. The parking area overall has 126 parking
places.
42
137 Wojska Polskiego, Piotrkow Trybunalski
(Wajska)
Type
Retail
Rentable Surface
(in sqm)
2,603
Occupation Rate
(in %)
96.3
Fair value
(in EUR)
3,310,000
Piotrków
Trybunalski is located in the central part of Poland near to Łódź. The city has approximately 75,000
inhabitants. The city’s main competitive advantage is its location in central Poland on the main transport artery
providing fast connections to the countr
y’s major towns and cities. With recent improvements in the national road and
transport infrastructure the city has become one of the most important distribution locations in Poland. The property is
located on Wojska Polskiego Street, the main road connecting Piotrkow city centre with the north-western peripheries.
Its neighbourhood comprises residential areas to the north and business facilities to the south. Because of its
prominent location on the main road and its distinctive signage, the retail centre is highly visible. Extensive new
residential developments are under way adjoining the site to north-
west which will add to the centre’s catchment area.
The property has 95 parking places. The main tenant is Biedronka, expiring in 2028.
6 Wolnosci, Slupsk
(Wolnosci)
Type
Retail
Rentable Surface
(in sqm)
1,859
Occupation Rate
(in %)
100.0
Fair value
(in EUR)
1,640,000
Slupsk is an historic town in north-western Poland, located just 18 km away from Ustka, a popular seaside resort on
the Baltic coast. The current population is 95,000 inhabitants. The property is located in the northern part of the city
and its immediate surroundings comprise high density mid-rise residential developments. The Old Town is within 10-
minutes’ walk. Two bus stops are located directly in front of the property with several others within walking distance.
The property has 48 parking places.
216 Legionow St., Torun
(Torun)
Type
Retail
Rentable Surface
(in sqm)
2,229
Occupation Rate
(in %)
100.0
Fair value
(in EUR)
3,080,000
This single-storey retail building, completed in 2001, comprises 2,229 sqm of total lettable area and 64 parking
spaces. The property is located in Torun, Chelminskie Przedmiescie district, at 216 Legionow St., close to Wielki Row
St. The area is predominantly residential in nature. There is direct access to the building from Legionow and Kozacka
Sts. Car parking is located from the north (Wielki Row St.), west (Legionow St.) and south sides of the property and
consists of 64 over ground car spaces. Public transport is secured with 2 bus lines that have stops at Wielki Row St.
and 4 bus lines that have stops at Legionow St. The site of the property is held leasehold.
43
20 Grzymaly Siedleckiego St., Bydgoszcz
(Bydgoszcz)
Type
Retail
Rentable Surface
(in sqm)
1,793
Occupation Rate
(in %)
100.0
Fair value
(in EUR)
1,370,000
This single-storey retail building, completed in 2001, comprises 1,793 sqm of total lettable area and 64 parking
spaces. The subject property is located in the capital of kujawsko-pomorskie voivodeship and ca. 3 km away from the
Old Town, on the same side of the Brda River crossing Bydgoszcz. The surroundings of the property are dominated
by multifamily residential development and services. The nearest bus and tram stops are located at Wojska Polskiego
Street at a distance of approx. 300 m and are serviced by 4 bus lines (including a night one) and 3 tram lines. The
site of the property is held leasehold.
107 Kardynala Wyszynskiego St., Lodz
(Lodz)
Type
Retail
Rentable Surface
(in sqm)
1,609
Occupation Rate
(in %)
85.9
Fair value
(in EUR)
2,160,000
This single-storey retail building, completed in 2001, provides 1,609 sqm of total lettable area and 60 parking spaces
situated in the north and east sides of the property. The property is located in Lodz, Polesie District, at 107 Kardynala
Wyszynskiego St., close to Popieluszki St. The area is predominantly residential in nature. Public transport is secured
with 7 bus lines that have stops to the west of the property. The main tenant is Netto, on a lease expiring in 2033.
The site of the property is held leasehold.
9 Holdu Pruskiego Square, Szczecin
(Maris)
Type
Office
Rentable Surface
(in sqm)
5,945
Occupation Rate
(in %)
92.8
Fair value
(in EUR)
9,040,000
This office building, completed in 2005, comprises six floors above ground and three underground levels (with 119
parking spaces) and is located in the city centre opposite Szczecin´s iconic new concert hall. The total rentable area
is 5,945 sqm. The property is currently multi-leased, with 11 tenants. The main tenant is Intive.
44
6.2
THE REAL ESTATE PORTFOLIO IN THE CZECH REPUBLIC
The portfolio comprises three commercial properties located in Prague, the capital city.. The properties vary
in construction, specification and tenant mix however all are multi tenanted and are primarily used as office
accommodation with some providing ground floor retail units. The main characteristics of each property are
summarised below.
Na Zertvach 34, Prague 8
(Palmovka)
Type
Office
Rentable Surface
(in sqm)
2,263
Occupation Rate
(in %)
100
Fair value
(in EUR)
3,596,000
The modern office building is located in Prague near the Palmovka metro station in a fast-developing area on the
border of the Prague districts of Karlin, Libeň and Vysočany. The total rentable area is 2,
263 sqm. The accessibility
by road is good and by public transport excellent. The building dates from 1998-1999 and has 28 underground
parking spaces.
Prvniho pluku 621, Prague 8
(Karlin)
Type
Office
Rentable Surface
(in sqm)
4,245
Occupation Rate
(in %)
83.2
Fair value
(in EUR)
6,221,000
This office complex comprises two adjoining 4- storey buildings. It is located in Karlin, Prague 8, close to the city
centre. One of the buildings was recently refurbished to modern standards and the other building was constructed
in 2002. The total rentable space (predominantly office space) is 4,245 sqm. There is sufficient parking capacity,
with 35 parking spaces in the courtyard.
45
Politických
vězňů
10, Prague 1
Type
Office
Rentable Surface
(in sqm)
2,286
Occupation Rate
(in %)
78.9
Fair value
(in EUR)
6,651,000
This representative office building is located in Prague’s city centre, near Wenceslas Square. The main building has
eight floors and the total rentable space is 2,286 sqm. The whole complex has partly been reconstructed with
additional parking spaces. The property is close to the Wilsonova arterial road through Prague city centre and within
5 minutes’ walk of the central railway station.
46
6.3
THE REAL ESTATE PORTFOLIO IN SLOVAKIA
The Fund portfolio as at end 2022 has two commercial properties in Slovakia. These comprise multi storey
B-/C class office blocks of concrete frame structure and flat roof construction, situated in urban locations.
The properties are all multi tenanted and are primarily used as office accommodation. Some properties
provide retail or storage space. The main characteristics of each property are briefly summarised below:
Záhradnicka 46, Bratislava
(Záhradnicka)
Type
Office
Rentable Surface
(in sqm)
3,755
Occupation Rate
(in %)
59.6
Fair value
(in EUR)
3,786,000
The underground floors and first four upper storeys of this modernised property are used for office or retail purposes.
The building is located on a side road close to the business centre of Bratislava. It has six stories and two
underground floors in total, providing 3,755 sqm of rentable area. The building has 28 parking spaces.
Letná 45,
Kosiče
(Letná)
Type
Office
Rentable Surface (in sqm)
11,169
Occupation Rate
(in %)
76.0
Fair value
(in EUR)
12,810,000
This office building (the biggest in the portfolio) is prominently situated on Festival Square, approx. 1 km northwest
from the historical centre of Košice. There is an ongoing refurbishment programme to increase accessibility,
aesthetics and tenant facilities. The building is easily accessible by car or public transport as it is near the outer city
ring road. There are 70 parking places and 14 garages available. The main tenant is AT&T.
47
6.4
THE REAL ESTATE PORTFOLIO IN BULGARIA
The Fund´s portfolio includes a residential project located in Sofia, Bulgaria. The project comprises five
apartment blocks and adjoining development land. The main characteristics of the property are summarised
below:
Boyana Residences, Sofia (Boyana)
Type
Apartments and land plot
Surface area
(in sqm)
22,440
Occupation Rate
(in %)
n/a
Fair value
(in EUR)
6,247,000
The project is located in the low-density Boyana residential district 9 km south-west of Sofia city centre.
Phase I of the project has been completed and obtained an occupancy permit in 2016. This phase delivered 67
apartment units, during 2020 apartment block 2A with 28 apartments has been sold. Phases II and III are not yet
under construction. They will add another 18,790 sqm of residential space (174 apartment units and 211 parking
places). The development plans include a variety of units, ranging from 60 to 150 sqm, with the ground floor units
also offering gardens.
The Fund´s business plan for the project is to refurbish and sell the remaining completed apartments, to update and
re-permit the development segments and ultimately to sell these on to local developers.
48
6.5
THE REAL ESTATE PORTFOLIO IN ROMANIA
The Fund´s portfolio includes two office properties in Bucharest, Romania. The main characteristics of the
properties are summarised below:
EOS office, Bucharest
Type
Office
Rentable Surface (in sqm)
3,386
Occupation Rate
(in %)
100%
Fair value
(in EUR)
5,346,000
The office building completed in June 2008 has Total Gross Lettable Area of 3,386 sq m and 90 exterior parking
places. The Property is 100% let to DANONE. The world leading food company occupies the building since 2008.
EOS Office Building is located in the North-Eastern part of Bucharest at 900 meters North of Fundeni Rd a major
artery within that particular area of the city. The neighbouring area comprises a mix between light industrial (food
processing and logistics) and residential use.
Delenco office, Bucharest (Fund has 24.35% ownership)
Type
Office
Rentable Surface (in sqm)
10,384
Occupation Rate
(in %)
86%
Fair value
(in EUR)
a 24.35% stake is :
16,750,000
4,078,000
The property is a multi-storey office building in central Bucharest, completed in June 2008.The DELENCO Building
has a Gross Lettable Area (GLA) of 10,384 sq m with 2 UG levels, lobby and retail space on the ground floor and
offices on upper floors. The property has different height levels, from 7 upper floors in the north wing facing Calea
Calarasilor to 9 partial floors in the main wing, facing Delea Noua, and 10 floors in the wing facing Matei Basarab St.
The main tenant is ANCOM, the national telecom regulator.
49
6.6
THE REAL ESTATE PORTFOLIO IN UKRAINE
The Fund´s portfolio includes two land plots located in Ukraine, in the cities of Odessa and Zaporizhzhia.
The main characteristics of the properties are briefly summarised below:
Nerubaiske Village, Odessa
(Biliayivskyi District)
Type
Land plot
Surface area
(in sqm)
223,934
Occupation Rate
(in %)
n/a
Fair value
(in EUR)
956,000
The land plot fronts the Odessa-Kiev M-05 Highway, a six-lane strategic road with high levels of freight traffic
connecting Ukraine´s capital city with its largest seaport. The land plot is approximately 7.5 km from the Odessa
Ring Road and 1.8 km from the nearest motorway exit. The immediate neighbourhood is developing as a logistics
and industrial hub for Odessa, with two major schemes, the established temperature-controlled
complex ‘Inrise
Logistics Park’ and
the
newly built ‘Ode
s
sa Logistics Park’
already in operation. The plot has been prepared for
warehouse construction with extensive foundation works already completed. The Fund´s business plan for the
project is to update the development documentation and planning and then to sell to a local or international
warehouse developer.
Balabynska Village, Zaporizhzhia
(Zaporizkyi District)
Type
Land plot
Surface area
(in sqm)
263,834
Occupation Rate
(in %)
n/a
Fair value
(in EUR)
0
This very large land plot is located about 2 km to the south of the city of Zaporizhzhia and borders the M105 highway
from Kharkov to Mariupol. The site is zoned for commercial use and offers potential for retail park or shopping centre
development.
50
CONSOLIDATED FINANCIAL STATEMENTS 2022
51
CONTENTS
7
PERFORMANCE INDICATORS
..............................................................................................................................
54
8
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
.................................................................................
61
9
CONSOLIDATED INCOME STATEMENT
..............................................................................................................
62
10
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
........................................................................
63
11
CONSOLIDATED STATEMENT OF CHANGES IN GROUP EQUITY
....................................................................
64
12
CONSOLIDATED STATEMENT OF CASH FLOWS
...............................................................................................
65
13
ACCOUNTING PRINCIPLES CONSOLIDATED FINANCIAL STATEMENTS
.......................................................
66
13.1
REPORTING ENTITY
...................................................................................................................................
66
13.2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
.........................................................................
66
13.3
STATEMENT OF COMPLIANCE AND FUTURE RELATED ASSUMPTIONS
.................................................
66
13.4
COMPARISON ACCOUNTING PRINCIPLES WITH PREVIOUS YEAR
.........................................................
68
13.5
BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
.......................................
68
13.6
BASIS OF CONSOLIDATION
.......................................................................................................................
71
13.7
BASIS OF PREPARATION OF CONSOLIDATED STATEMENT OF CASH FLOWS
.......................................
72
13.8
CURRENCY
.................................................................................................................................................
72
13.9
FINANCIAL INSTRUMENTS
.........................................................................................................................
73
13.10
INVESTMENT PROPERTY
..........................................................................................................................
81
13.11
INVESTMENT PROPERTY UNDER DEVELOPMENT
...................................................................................
84
13.12
INVESTMENTS IN ASSOCIATES
.................................................................................................................
84
13.13
INVENTORIES
.............................................................................................................................................
85
13.14
DERIVATIVE FINANCIAL INSTRUMENTS
...................................................................................................
86
13.15
DEFERRED TAX ASSETS
...........................................................................................................................
86
13.16
TAX ASSETS
...............................................................................................................................................
86
13.17
TRADE AND OTHER RECEIVABLES
...........................................................................................................
86
13.18
PREPAYMENTS AND DEFERRED EXPENSES
...........................................................................................
86
13.19
CASH AND CASH EQUIVALENTS
...............................................................................................................
86
13.20
ASSETS HELD FOR SALE
...........................................................................................................................
86
13.21
GROUP EQUITY
..........................................................................................................................................
87
13.22
TAX LIABILITIES
..........................................................................................................................................
87
13.23
LOANS AND BORROWINGS
.......................................................................................................................
87
13.24
TRADE AND OTHER PAYABLES
.................................................................................................................
87
13.25
DEFERRED INCOME AND TENANT DEPOSITS
..........................................................................................
87
13.26
DEFERRED TAX LIABILITIES
......................................................................................................................
87
13.27
GROSS RENTAL INCOME
...........................................................................................................................
88
13.28
SERVICE CHARGE INCOME AND SERVICE CHARGE EXPENSES
............................................................
88
13.29
PROPERTY OPERATING EXPENSES
.........................................................................................................
88
13.30
VALUATION RESULTS OF PROPERTIES
...................................................................................................
88
13.31
RESULTS ON DISPOSALS OF PROPERTIES
.............................................................................................
88
13.32
(REVERSAL OF) IMPAIRMENT ALLOWANCE OF INVENTORIES
...............................................................
89
13.33
RESULTS OF DISPOSALS OF INVENTORIES
.............................................................................................
89
13.34
VALUATION RESULTS OF INVESTMENTS IN ASSOCIATES
......................................................................
89
13.35
RESULTS OF DISPOSALS OF INVESTMENTS IN ASSOCIATES
................................................................
89
13.36
FINANCIAL INCOME
....................................................................................................................................
89
13.37
OTHER OPERATING INCOME
....................................................................................................................
89
13.38
LEASES
.......................................................................................................................................................
90
13.39
ADMINISTRATIVE EXPENSES AND OTHER OPERATING EXPENSES
.......................................................
91
13.40
FINANCIAL EXPENSES
...............................................................................................................................
91
13.41
INCOME TAX EXPENSE
..............................................................................................................................
92
14
SEGMENT INFORMATION
.....................................................................................................................................
93
14.1
GENERAL
....................................................................................................................................................
93
14.2
GEOGRAPHIC CATEGORIES
......................................................................................................................
93
52
14.3
BUSINESS CATEGORIES
...........................................................................................................................
93
14.4
SEGMENTATION CRITERIA
........................................................................................................................
94
14.5
SEGMENT RESULTS
..................................................................................................................................
95
15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.........................................................................
100
15.1
SUBSIDIARIES
..........................................................................................................................................
100
15.2
INVESTMENT PROPERTY
........................................................................................................................
102
15.3
INVESTMENT PROPERTY UNDER DEVELOPMENT
.................................................................................
106
15.4
INVESTMENTS IN ASSOCIATES
...............................................................................................................
107
15.5
DERIVATIVE FINANCIAL INSTRUMENTS
.................................................................................................
107
15.6
RECOGNISED DEFERRED TAXES
...........................................................................................................
109
15.7
UNRECOGNISED DEFERRED TAXES
......................................................................................................
111
15.8
TAX ASSETS
.............................................................................................................................................
112
15.9
TRADE AND OTHER RECEIVABLES
.........................................................................................................
113
15.10
PREPAYMENTS AND DEFERRED EXPENSES
.........................................................................................
115
15.11
CASH AND CASH EQUIVALENTS
.............................................................................................................
116
15.12
INVENTORIES
...........................................................................................................................................
116
15.13
ASSETS HELD FOR SALE
.........................................................................................................................
117
15.14
GROUP EQUITY
........................................................................................................................................
118
15.15
TAX LIABILITIES
........................................................................................................................................
119
15.16
LOANS AND BORROWINGS
.....................................................................................................................
119
15.17
TRADE AND OTHER PAYABLES
...............................................................................................................
125
15.18
DEFERRED INCOME AND TENANT DEPOSITS
........................................................................................
126
15.19
DEFERRED TAX LIABILITIES
....................................................................................................................
126
15.20
CONTINGENT ASSETS
.............................................................................................................................
126
15.21
NON-CONTINGENT ASSETS
....................................................................................................................
126
15.22
NON-CONTINGENT LIABILITIES
...............................................................................................................
127
15.23
CONTINGENT LIABILITIES
........................................................................................................................
127
15.24
GROSS RENTAL INCOME
.........................................................................................................................
129
15.25
REBILLED AND NON-REBILLED SERVICE CHARGES AND PROPERTY OPERATING EXPENSES
.........
130
15.26
VALUATION RESULTS OF PROPERTIES
.................................................................................................
132
15.27
RESULTS ON DISPOSALS OF PROPERTIES
...........................................................................................
132
15.28
RESULTS ON DISPOSALS OF INVENTORIES
..........................................................................................
133
15.29
NET RESULTS ON PROPERTIES
..............................................................................................................
133
15.30
VALUATION RESULTS OF INVESTMENTS IN ASSOCIATES
....................................................................
134
15.31
FINANCIAL INCOME
..................................................................................................................................
134
15.32
OTHER OPERATING INCOME
..................................................................................................................
134
15.33
ADMINISTRATIVE EXPENSES
..................................................................................................................
134
15.34
OTHER OPERATING EXPENSES
..............................................................................................................
136
15.35
PERSONNEL COSTS
................................................................................................................................
138
15.36
FINANCIAL EXPENSES
.............................................................................................................................
139
15.37
ONGOING CHARGES FIGURE
..................................................................................................................
139
15.38
INCOME TAX EXPENSE
............................................................................................................................
140
15.39
EARNINGS PER SHARE
............................................................................................................................
142
15.40
RISK MANAGEMENT
.................................................................................................................................
143
15.41
DISCLOSURES LEASES
...........................................................................................................................
156
15.42
DISCLOSURES CONSOLIDATED STATEMENT OF CASH FLOWS
...........................................................
157
15.43
RELATED PARTIES
...................................................................................................................................
159
15.44
EVENTS AFTER STATEMENT OF FINANCIAL POSITION’S DATE
............................................................
161
16
PARENT COMPANY BALANCE SHEET
..............................................................................................................
163
17
PARENT COMPANY PROFIT AND LOSS ACCOUNT
.........................................................................................
164
18
ACCOUNTING PRINCIPLES PARENT COMPANY FINANCIAL STATEMENTS
................................................
165
18.1
GENERAL
..................................................................................................................................................
165
18.2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
.......................................................................
165
18.3
BASIS OF PREPARATION OF THE PARENT COMPANY FINANCIAL STATEMENTS
................................
165
53
18.4
SIZE AND COMPOSITION OF THE EQUITY AND RESULTS IN THE CONSOLIDATED AND PARENT
COMPANY FINANCIAL STATEMENTS
....................................................................................................................
167
19
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
....................................................................
168
19.1
INVESTMENTS IN GROUP COMPANIES
...................................................................................................
168
19.2
RECEIVABLES FROM GROUP COMPANIES
............................................................................................
169
19.3
OTHER RECEIVABLES
.............................................................................................................................
170
19.4
DEFERRED EXPENSES
............................................................................................................................
170
19.5
RECOGNISED DEFERRED TAXES
...........................................................................................................
171
19.6
UNRECOGNISED DEFERRED TAXES
......................................................................................................
172
19.7
CASH AT BANK
.........................................................................................................................................
172
19.8
SHAREHOLDERS’ EQUITY
.......................................................................................................................
173
19.9
ISSUED CAPITAL
......................................................................................................................................
173
19.10
SHARE PREMIUM
.....................................................................................................................................
175
19.11
PROVISIONS
.............................................................................................................................................
175
19.12
DEFERRED TAX LIABILITIES
....................................................................................................................
176
19.13
PRIVATE LOANS
.......................................................................................................................................
176
19.14
DEBTS TO GROUP COMPANIES
..............................................................................................................
177
19.15
TAX LIABILITIES
........................................................................................................................................
178
19.16
OTHER LIABILITIES
..................................................................................................................................
178
19.17
ACCRUALS
...............................................................................................................................................
178
19.18
NON-CONTINGENT LIABILITIES
...............................................................................................................
178
19.19
CONTINGENT LIABILITIES
........................................................................................................................
179
19.20
INCOME FROM INVESTMENTS
................................................................................................................
179
19.21
REALISED VALUATION RESULTS OF INVESTMENTS IN GROUP COMPANIES
......................................
180
19.22
REALISED VALUATION RESULTS OF RECEIVABLES FROM GROUP COMPANIES
................................
180
19.23
UNREALISED VALUATION RESULTS OF INVESTMENTS IN GROUP COMPANIES
.................................
180
19.24
UNREALISED VALUATION RESULTS OF RECEIVABLES FROM GROUP COMPANIES
...........................
180
19.25
ADMINISTRATIVE EXPENSES
..................................................................................................................
181
19.26
OTHER OPERATING EXPENSES
..............................................................................................................
181
19.27
PERSONNEL COSTS
................................................................................................................................
182
19.28
INTEREST EXPENSES
..............................................................................................................................
182
19.29
INCOME TAX EXPENSE
............................................................................................................................
182
19.30
RELATED PARTIES
...................................................................................................................................
183
19.31
PROPOSAL FOR THE PARENT COMPANY RESULT APPROPRIATION
...................................................
183
19.32
DETERMINING OF PARENT COMPANY RESULT FOR THE PREVIOUS FINANCIAL PERIOD
..................
183
19.33
EVENTS AFTER BALANCE SHEET DATE
.................................................................................................
183
20
OTHER INFORMATION
........................................................................................................................................
185
20.1
GENERAL PROVISIONS OF ARTICLES OF ASSOCIATION CONCERNING RESULT APPROPRIATION
... 185
20.2
DECREE ON THE DUTCH ACT ON FINANCIAL SUPERVISION
................................................................
185
20.3
PERSONAL INTERESTS
...........................................................................................................................
185
20.4
SPECIAL CONTROLLING RIGHTS
............................................................................................................
186
20.5
INDEPENDENT AUDITOR’S REPORT
.......................................................................................................
187
54
7
PERFORMANCE
INDICATORS
The following performance indicators have been prepared in accordance with specific standards.
7.1.1
Earnings
Earnings reported in the Consolidated Income Statement as required under IFRS do not provide shareholders
with the most relevant information on the operating performance of real estate investment funds.
Earnings measures
the Fund’s operational performance
and the extent to which its dividend payments to
shareholders are underpinned by earnings is the level of income arising from operational activities.
The Fund’s
operational performance represents the net income generated from the operational activities. Unrealised
changes in valuation of properties, gains or losses on disposals of properties and certain other items do not
necessarily provide an accur
ate picture of the Fund’s underlying operational performance.
As earnings is used to measure the operational performance, it excludes all components not relevant to the
underlying net income performance of the portfolio, such as valuation results of owned investment properties,
valuation results of investment property under development, results on disposals of owned investment
properties and results on disposals of investment property under development. In effect, what is left as
earnings is the income return generated by the investment, rather than the change in value or capital return
on investments.
Adjusted earnings per share according to APM
1
should be calculated on the basis of the basic number of
shares. The main reason for this is that earnings and the dividends to which they give rise accrue to current
shareholders and therefore it is more appropriate to use the basic number of shares.
The diluted customized earnings per share according to APM should be calculated on a diluted basis taking
into account the impact of any options, convertibles, etcetera that are dilutive. For the explanation of the effect
of exercise of options, convertibles, and other equity interests (fully diluted basis) reference is made to the
explanation in (3), mentioned in section 7.1.8
“Explanation of adjustments calculation of N
AV
”.
1
The adjusted earnings per share according to APM includes all types of profit-sharing shares (e.g., ordinary and registered shares).
Therefore, treasury shares are excluded from the adjusted earnings per share according to APM. The term APM stands for Alternative
Performance Measure.
55
7.1.2
Calculation of adjusted (diluted) earnings according to APM
Notes
2022
2021
In € 1,000
In € 1,000
Earnings per IFRS Consolidated Income Statement
9
-/- 4,350
3,134
Exclude:
1.
Valuation results of:
a. owned investment property
15.26
3,669
-/- 3,647
b. investment property under development
15.26
1,341
7
c. equity investments
15.30
68
-
2.
Results on disposals of:
a. owned investment properties
15.27.1
-
25
b.
realised currency results on net investments in
group companies
15.31
-/- 27
-/- 530
3.
Tax on results on disposals of properties and
equity investments
-
-/- 5
4.
Changes in fair value of financial instruments of:
a. derivatives
15.31
-/- 182
-/- 508
b. convertible bonds
-
28
5.
Acquisition costs on share deals
-
-
6.
Taxes in respect of adjustments
-/- 70
266
Earnings
449
-/- 1,230
Weighted average number of profit-sharing shares
4,077,735
3,758,683
Adjusted earnings per share according to APM (in €)
0.11
-/- 0.33
Weighted average number of profit-sharing shares (fully diluted)
4,077,735
3,758,683
Diluted adjusted earnings per share according to APM (in €)
0.11
-/- 0.33
7.1.3
Explanation of adjustments calculation of adjusted (diluted) earnings according to APM
1.
Valuation results of properties and equity investments
This adjustment includes the gain or loss in the Consolidated Income Statement arising in the period from the
revaluation of owned investment property, investment property under development and equity investments at
their fair value. Therefore the valuation results of properties held for sale and right-of-use assets are not
excluded from earnings.
2.
Results on disposals of properties and equity investments
This adjustment includes the profit or loss on disposal of owned investment property, investment property
under development and equity investments. Therefore the results on disposals of owned investment property
held for sale, right-of-use assets, right-of-use assets held for sale and investment property under development
held for sale are not excluded from earnings.
This adjustment includes also the profit or loss on foreign currency translation differences in case of (partial)
reduction of net investment in foreign activities (release from reserve for currency translation differences).
3.
Tax on results on disposals of properties and equity investments
This adjustment includes the tax charge or credit relating to profits or losses on owned investment property,
investment property under development and equity investments sold in the period, calculated consistently with
1 and 2 above.
56
4.
Changes in fair value of financial instruments
This adjustment includes the surplus or deficit arising in the period from the net mark-to-market adjustment to
the value of financial instruments (market value less acquisition price paid or received) which are used for
hedging purposes and where the Fund has the intention of keeping the hedge position until the end of the
contractual duration. Whether the Fund has chosen to apply hedge accounting under IFRS is irrelevant.
Material profits / costs associated with the early close-out of financial instruments used for hedging and / or
debt instruments should also be excluded from earnings.
The only exception to this is the early close-out of financial instruments or debt with a maturity date ending
within the current reporting period. In such circumstances, the cost of early close-out should not be adjusted
as the fair value difference would have been recognised in the current year’s earnings through the interest line
and therefore including the cost of early close-out should not significantly change earnings for that year.
5.
Acquisition costs on share deals
This adjustment includes the acquisition costs related to share deals (IFRS 3) and joint venture interests which
are, under IFRS, recognised in the Consolidated Income Statement when incurred. Property-related
acquisition costs are first capitalised and subsequently recognised in the Consolidated Income Statement as
a revaluation movement. To achieve consistency, acquisition costs related to share deals and joint venture
interests should be excluded to arrive at earnings.
6.
Taxes in respect of adjustments
This adjustment includes the deferred taxes in the period which only relates to the above items and which
would not crystallise until or unless the property, investment or financial instrument is sold. This would typically
include deferred tax on revaluation surpluses on owned investment property and investment property under
development which could reverse on disposal of the asset. This adjustment also includes any current income
tax relating directly to the above adjustments to the extent that they are considered material.
57
7.1.4
Calculation of (diluted) customized earnings according to APM
Notes
2022
2021
In € 1,000
In € 1,000
Earnings
7.1.2
449
-/- 1,230
Exclude:
1.
Valuation results of owned investment properties held
for sale
15.26
-/- 1,135
707
2.
Valuation results of right-of-use assets
15.26
103
97
3.
Results on disposals owned investment properties held
for sale
15.27.1
640
809
4.
Impairment allowance of inventories
9
-/- 70
53
5.
Results on disposals of inventories
15.28
29
-
6.
Penalties for early termination of rental contracts
15.32
-/- 487
-/- 5
7.
Costs of funding and acquisition
15.34.5
207
86
8.
Interest expense on lease liabilities
15.36
76
84
9.
Fee for early repayment loans and borrowings
12
3
10.
Break fee derivative financial instruments
-
15
11.
Foreign exchange and currency results
15.31
-/- 8
-/- 25
Include:
12.
Operating leases
15.16.5
-/- 188
-/- 186
Subtotal adjustments (before taxes)
-/- 821
1,638
13.
Taxes in respect of above adjustments
183
-/- 321
Total adjustments
-/- 638
1,317
Customized earnings
-/- 189
87
Weighted average number of profit-sharing shares
15.39.3
4,077,735
3,758,683
Customized earnings per share according to APM (in €)
-/- 0.05
0.02
Weighted average number of profit-sharing shares (diluted)
15.39.6
4,077,735
3,758,683
Diluted customized earnings per share according to APM
(in €)
-/- 0.05
0.02
7.1.5
Explanation of adjustments calculation of (diluted) customized earnings according to APM
The earnings is a measure of the underlying operating performance of an investment property company. It
therefore does provide a measure of recurring income, but does not, for example, exclude
“
exceptional
”
items
that are part of IFRS earnings. For that reason, the Fund has introduced its own (diluted) customized earnings
according to APM
. In this calculation the Fund excludes “exceptional” and “one
-
off costs” and “one
-off
revenues”.
Moreover, in this calculation valuation results, as well as results on disposals of properties held for
sale and right-of-use assets are excluded, as well as accrued interest lease liabilities.
The operating leases are included in the calculation of the (diluted) customized earnings according to APM.
As a result of above-described adjustments the impact of applying IFRS 16 (e.g. fair value adjustments right-
of-use assets) are eliminated in the (diluted) customized earnings according to APM.
58
7.1.6
Net Asset Value
Net Asset Value (
NAV
) is a key performance measure used for real estate investment funds. However, NAV
reported in the Consolidated Financial Statements under IFRS does not provide shareholders with the most
relevant information on the fair value of the assets and liabilities within an ongoing real estate investment
company with a long-term investment strategy.
The NAV measures the fair value of net assets on an ongoing, long-term basis. Assets and liabilities that are
not expected to crystallise in normal circumstances such as the fair value of derivative financial instruments
and deferred taxes on investment property, investment property under development or other non-current
investments are therefore excluded.
NAV should be calculated on a diluted basis considering the impact of any options, convertibles, etcetera that
are dilutive.
7.1.7
Calculation of NAV
Notes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Group equity in accordance with IFRS
8
46,515
46,403
Exclude:
1.
Fair value of financial instruments
15.5
-/- 479
-/- 293
2.
Deferred tax
15.6.1
2,997
3,094
Group equity in accordance with NAV
49,033
49,204
Total number of profit-sharing shares
19.9.1
4,185,984
3,758,683
3.
Effect of exercise of options, convertibles and other equity
interests (diluted basis)
-
-
Total number of profit-sharing shares (diluted)
4,185,984
3,758,683
NAV per profit-sharing share (in €)
11.71
13.09
7.1.8
Explanation of adjustments calculation of NAV
1.
Fair value of financial instruments
This adjustment includes the net mark-to-market adjustment to the value of financial instruments (market value
less acquisition price paid or received) which are used for hedging purposes and where the Fund has the
intention of keeping the hedge position until the end of the contractual duration. Whether the Fund has chosen
to apply hedge accounting under IFRS is irrelevant. The mark-to-market of any convertible debt is also
excluded from the net assets.
The logic for this adjustment is that, under normal circumstances, the derivative financial instruments which
property investment companies use to provide an economic hedge are held until maturity and so the theoretical
gain or loss at Statement of Financial Position
’s date will not crystallise.
The above adjustments do not include (possible) foreign currency hedging instruments (fair value hedges or
net investment hedges) where the hedged item market value changes are also reflected in the Consolidated
Statement of Financial Position. The fair value of such instruments should remain in NAV to offset the
movement in the underlying investment being hedged.
59
2.
Deferred tax
This adjustment includes the recognised deferred taxes in the Consolidated Statement of Financial Position in
respect of the difference between the fair value and tax value of owned investment property, investment
property under development, or other non-current investments (including investments in group companies) as
these deferred taxes would only become payable if the assets are sold. Therefore, deferred taxes on properties
held for sale, right-of-use assets held for sale as well as on lease incentives are not excluded from NAV.
The deferred tax liability relating to the fair value of financial instruments, which would not crystallise until or
unless the financial instrument is sold, should also be added back.
3.
Effect of exercise of options, convertibles and other equity interests (diluted basis)
A convertible bond is viewed as dilutive provided that the following criteria are satisfied:
1.
the convertible bond is dilutive in accordance with IAS 33.50; and
2.
the share price as at Statement of Financial Position
’s date exceeds the conversion price (“in the
money”).
7.1.9
Triple Net Asset Value
The Triple Net Asset Value (
NNNAV
) measures the Net Asset Value including fair value adjustments in respect
of all material Statement of Financial Position
’s items whic
h are not reported at their fair values as part of the
NAV.
7.1.10
Calculation of NNNAV
Notes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Group equity in accordance with NAV
7.1.7
49,033
49,204
Include:
1.
Fair value of financial instruments
15.5
479
293
2.
Fair value of debt
4
11
3.
Fair value of deferred tax
-/- 1,498
-/- 1,547
4.
Fair value of inventories
1,421
2
-
Group equity in accordance with NNNAV
49,439
47,961
Total number of profit-sharing shares
19.9.1
4,185,984
3,758,683
5.
Effect of exercise of options, convertibles and other equity
interests (diluted basis)
-
-
Total number of profit-sharing shares (diluted)
4,185,984
3,758,683
NNNAV per profit-sharing share (in €)
11.81
12.76
7.1.11
Explanation of adjustments calculation of NNNAV
1.
Fair value of financial instruments
This reinstates, and is equal to, the adjustment 1, as mentioned in the calculation of NAV. The reason for
reinstating is that NNNAV approximates fair value NAV.
2
Since the fair value of inventories as at Statement of Financial Position’s date deviates materially from its
carrying amount, the difference
between these two values are included in the calculation in the NNNAV.
60
2.
Fair value of debt
This adjustment includes the difference between loans and borrowings included in the Consolidated Statement
of Financial Position at amortised cost, and the fair value of loans and borrowings.
3.
Fair value of deferred tax
This adjustment includes the fair value of the deferred taxes concerning owned investment property,
investment property under development or other non-current investments (including investments in group
companies; these three items hereinafter mentioned as
“
non-current investments
”
). The deferred taxes are
calculated with regard to all taxable temporary differences with regard to the non-current investments, whether
these deferred taxes are included in the Statement of Financial Position or not. For items not included in the
Statement of Financial Position is referred to section 13.41.3
“Deferred tax”
in the Accounting Principles
Consolidated Financial Statements.
The taxable temporary difference with regard to the non-current investments is calculated by the difference
between the fair value of the non-current investment less the tax value of the non-current investment. In case
the taxable temporary difference should result in a deferred tax asset, this deferred tax asset will only be
recognised as far as it is probable that future taxable profits will be available against which they can be used.
Deferred taxes are measured at the tax rates that are expected to be applied to taxable temporary differences
when they reverse, using tax rates enacted or substantively enacted at the Statement of Financial Position
’s
date. The deferred taxes are taken into account without applying any discount (nominal value), which is in
accordance with IFRS.
The Managing Board assessed the fair value for calculation-purposes of the deferred taxes applicable to non-
current investments by multiplying the deferred taxes (at nominal value, as mentioned above) by 50%. This
percentage is an estimation of the present value of the tax applicable in the (near) future.
4.
Fair value of inventories
This adjustment includes the difference between inventories included in the Consolidated Statement of
Financial Position at the lower of cost and net realisable value, and the fair value of inventories.
5.
Effect of exercise of options, convertibles, and other equity interests (diluted basis)
For the effect of exercise of options, convertibles, and other equity interests (fully diluted basis) reference is
made to the explanation in section 7.1.8 (3)
“Explanation of adjustments calculation
of NAV
”
above.
7.1.12
Calculation of NNNAV before distributions to shareholders
Notes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Group equity in accordance with NNNAV
7.1.10
49,439
47,961
Exclude:
1.
Cumulative distributions to shareholders
3,120
3,120
Group equity in accordance with NNNAV before distributions
to shareholders
52,559
51,081
Total number of profit-sharing shares
19.9.1
4,185,984
3,758,683
2.
Effect of exercise of options, convertibles, and other equity
interests (diluted basis)
-
-
Total number of profit-sharing shares (diluted)
4,185,984
3,758,683
NNNAV per profit-sharing share before distributions to
shareholders (in €)
12.56
13.59
61
8
CONSOLIDATED
STATEMENT
OF
FINANCIAL
POSITION
Notes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Assets
Investment property
15.2
68,638
77,274
Investment property under development
15.3
958
2,699
Investments in associates
15.4
3,587
-
Derivative financial instruments
15.5
372
141
Deferred tax assets
15.6
432
605
Trade and other receivables
15.9
650
490
Prepayments and deferred expenses
15.10
-
23
Total non-current assets
74,637
81,232
Derivative financial instruments
15.5
107
152
Tax assets
15.8
563
87
Trade and other receivables
15.9
1,346
709
Prepayments and deferred expenses
15.10
214
327
Cash and cash equivalents
15.11
4,740
1,744
Inventories
15.12
1,835
1,765
Assets held for sale
15.13
6,777
4,550
Total current assets
15,582
9,334
Total assets
90,219
90,566
Group equity
(attributable to Parent Company shareholders)
15.14
46,515
46,403
Liabilities
Loans and borrowings
15.16
17,213
30,187
Deferred income and tenant deposits
15.18
384
410
Deferred tax liabilities
15.19
3,183
3,514
Total non-current liabilities
20,780
34,111
Tax liabilities
15.15
509
700
Loans and borrowings
15.16
18,912
6,609
Trade and other payables
15.17
3,344
2,590
Deferred income and tenant deposits
15.18
159
153
Total current liabilities
22,924
10,052
Total liabilities
43,704
44,163
Total Group equity and liabilities
90,219
90,566
62
9
CONSOLIDATED
INCOME
STATEMENT
Notes
2022
2021
In € 1,000
In € 1,000
Gross rental income
15.24
6,165
7,097
Service charge income
15.25
2,433
2,079
Service charge expenses
15.25
-/- 2,471
-/- 2,786
Property operating expenses
15.25
-/- 1,936
-/- 2,380
Net rental and related income
4,191
4,010
Valuation results of properties
15.26
-/- 3,978
2,836
Results on disposals of properties
15.27
-/- 640
-/- 834
(Reversal of) impairment allowance of inventories
70
-/- 53
Results on disposals of inventories
15.28
-/- 29
-
Net results on properties
15.29
-/- 4,577
1,949
Share of results of investments in associates
15.30
-/- 68
-
Net results on equity investments
-/- 68
-
Financial income
15.31
262
1,121
Other operating income
15.32
513
24
Other income
775
1,145
Total income
321
7,104
Administrative expenses
15.33
705
648
Other operating expenses
15.34
1,348
1,281
Total operating expenses
2,053
1,929
Net operating result before financial expenses
-/- 1,732
5,175
Financial expenses
15.36
2,208
2,150
Profit before income tax
-/- 3,940
3,025
Income tax expense
15.38
410
-/- 109
Profit for the period
-/- 4,350
3,134
Attributable to:
Parent Company shareholders
-/- 4,350
3,134
Profit for the period
-/- 4,350
3,134
Basic earnings per share (€)
15.39.1
-/- 1.07
0.83
Diluted earnings per share (€)
15.39.4
-/- 1.07
0.83
63
10
CONSOLIDATED
STATEMENT
OF
COMPREHENSIVE
INCOME
Notes
2022
2021
In € 1,000
In € 1,000
Profit for the period
9
-/- 4,350
3,134
Items that are or may be reclassified subsequently to
profit or loss:
Foreign exchange and currency translation differences on net
investment in group companies
-/- 163
358
Income tax on foreign exchange and currency translation
differences on net investments in group companies
-/- 26
-/- 43
Total foreign exchange differences
-/- 189
315
Net gain / loss (-/-) recognised directly in Group equity
-/- 189
315
Total comprehensive income for the period
-/- 4,539
3,449
Attributable to:
Parent Company shareholders
-/- 4,539
3,449
Total comprehensive income for the period
-/- 4,539
3,449
64
11
CONSOLIDATED
STATEMENT
OF
CHANGES
IN
GROUP
EQUITY
Issued
capital
Share
premium
Legal
revaluation
reserve
Reserve
currency
translation
difference
s
Equity
componen
t
convertibl
e bonds
Retained
earnings
Total
share-
holders’
equity
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
Balance as at January 1, 2022
18,794
19,310
8,725
1,262
-
-/- 1,688
46,403
Profit or loss
-
-
-
-
-
-/- 4,350
-/- 4,350
Change in revaluation reserve
-
-
-/- 814
-
-
814
-
Other comprehensive income
-
-
-
-/- 189
-
-
-/- 189
Own shares issued
2,396
2,612
-
-
-
-
5,008
Share buy-back
-
-
-
-
-
-/- 357
-/- 357
Balance as at December 31, 2022
21,190
21,922
7,911
1,073
-
-/- 5,581
46,515
Balance as at January 1, 2021
18,794
19,310
6,691
947
144
-/- 2,932
42,954
Profit or loss
-
-
-
-
-
3,134
3,134
Change in revaluation reserve
-
-
2,034
-
-
-/- 2,034
-
Other comprehensive income
-
-
-
315
-/- 144
144
315
Balance as at December 31, 2021
18,794
19,310
8,725
1,262
-
-/- 1,688
46,403
65
12
CONSOLIDATED
STATEMENT
OF
CASH
FLOWS
Notes
2022
2021
In € 1,000
In € 1,000
Cash flows from operating activities
Profit for the period
9
-/- 4,350
3,134
Adjustments for:
Net results on properties
3
4,315
-/- 2,008
Net results on equity investments
15.30
68
-
Financial income
15.31
-/- 262
-/- 1,121
Financial expenses
15.36
2,208
2,150
Income tax expense
15.38
410
-/- 109
Changes in:
Derivative financial instruments
-
-/- 37
Tax assets
14
66
Trade and other receivables
182
-/- 129
Prepayments and deferred expenses
74
105
Tax liabilities
125
-/- 6
Trade and other payables
165
-/- 211
Deferred income and tenant deposits
-/- 14
98
Cash generated from operating activities
2,935
1,932
Interest received
39
58
Interest paid
-/- 1,627
-/- 1,671
Income tax paid / income tax received
-/- 1,446
-/- 894
Net cash from / used in (-/-) operating activities
-/- 99
-/- 575
Cash flows from investing activities
Acquisition of / additions to subsidiaries
50
-
Proceeds from the sale of assets held for sale
8,024
8,860
Acquisitions of / additions to owned investment properties
-/- 298
-/- 346
Acquisitions of / additions to assets held for sale
-/- 55
-/- 172
Net cash from / used in (-/-) investing activities
15.42.1
7,721
8,342
Cash flows from financing activities
Share buy-back (treasury shares)
-/- 346
-
Proceeds from (refinanced) secured bank loans
-
14,009
Proceeds from other long-term liabilities
3,100
2,340
Transaction costs related to loans and borrowings
-
-/- 331
Repayments of secured bank loans
-/- 4,260
-/- 16,810
Repayments of other long-term liabilities
-/- 2,900
-/- 6,349
Payments of lease liabilities
-/- 188
-/- 186
Net cash from / used in (-/-) financing activities
15.42.2
-/- 4,594
-/- 7,327
Net increase / decrease (-/-) in cash and cash equivalents
3,028
440
Cash and cash equivalents as at 1 January
15.11
1,744
1,272
Effect of exchange and currency translation result on cash held
-/- 32
32
Cash and cash equivalents as at 31 December
15.11
4,740
1,744
3
Transaction costs and change in lease incentives excluded.
66
13
ACCOUNTING
PRINCIPLES
CONSOLIDATED
FINANCIAL
STATEMENTS
13.1
REPORTING ENTITY
The company Arcona Property Fund N.V., hereinafter referred to as
“
the
Fund
”
, was incorporated on
November 27, 2002 in accordance with Dutch law and is established in Amsterdam (the Netherlands). The
Fund obtained a listing on the Euronext Fund Services (
EFS
) in Amsterdam on November 13, 2003 and a
listing on the Prague Stock Exchange (
PSE
) in Prague on October 30, 2018.
The Fund is registered in Amsterdam (the Netherlands), De Entree 55, 1101 BH and is entered in the Trade
Register of the Chamber of Commerce under number 08110094.
The Fund is a closed-end investment company with variable capital within the meaning of Article 76a of Book
2 of the Dutch Civil Code. The Fund invests in commercial real estate in Central and Eastern Europe (
CEE
).
The Consolidated Financial Statements have been approved by the Supervisory Board.
The Consolidated Financial Statements of the Fund for the financial period comprise the Fund and its
subsidiaries.
13.2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
The Consolidated Financial Statements have been prepared in accordance with the International Financial
Reporting Standards (
IFRS
) and the interpretations thereof adopted by the International Accounting Standards
Board (
IASB
) as adopted by the European Union (hereinafter referred to as
EU-IFRS
) and in accordance with
Part 9 of Book 2 of the Dutch Civil Code (Titel 9, Boek 2 van het Burgerlijk Wetboek) and the Dutch Act on
Financial Supervision (Wet op het financieel toezicht, the
Wft
).
13.3
STATEMENT OF COMPLIANCE AND FUTURE RELATED ASSUMPTIONS
The Fund has applied the significant accounting principles as set out in sections 13.2 to 13.41. The Managing
Board authorised the Consolidated Financial Statements for issue on April 28, 2023.
As at December 31, 2022, Group equity of the Fund is positive. As stated in the liquidity forecast up to end-
2024, the current cash position is sufficient to cover budgeted costs. This forecast takes into account debt
service requirements, the repayment and / or refinancing of loans and uncertainty regarding the impact of the
financial markets (reference is made to section 15.40
“Risk management” and
section 15.44
“Events after
Statement of Financial Position’s date”).
Invasion of Ukraine by Russia
Russian troops invaded Ukraine on February 24, 2022 and at March 31 2023 remained in occupation of about
17% of the country. The Fund currently owns two plots of land in Ukraine, one in Odessa and the other in
Zaporizhzhia. The Odessa plot, covering 223,934 sqm and situated north of the city along the Kyiv motorway,
is designated for logistics development and was valued at €2.7 million as of December 31, 2021. The
Zaporizhzhia plot, encompassing 263,834 sqm and located on the southern outskirts of the city, is intended
for retail development and was valued
at €689,000 as of the same date.
In the immediate aftermath of the invasion and reflecting the uncertainty of the situation on the ground,
Management decided to write down the value of both sites to zero. Unfortunately, some ten months later, the
Zaporizhzhia plot, although still under Ukrainian government control, is close to the current front lines in the
south-east of the country
and falls within the area formally “annexed” by Russian presidential decree in
67
September 2022. It is felt prudent to maintain the current valuation at zero. The security situation in Odessa
has improved significantly following the withdrawal of Russian troops to the east bank of the Dnieper river in
November 2022 although the city remains subject to sporadic missile attack. Management commissioned a
market report from a local expert in December 2022. This report confirmed that the current real estate market
conditions in the Odesa region were highly uncertain due to the war and market activity had been severely
impacted. Based on an internal review combined with the expert report, the Fund valued the Odessa property
at USD 1.02 million through an internal valuation, which is one-third of the external C&W property valuation at
the end of 2021.
The current political and market conditions create a higher degree of uncertainty regarding the reported value.
Firstly, there is a lack of quality data, as market activity has been severely impacted in many sectors due to
the war and there is therefore insufficient market evidence on which to base judgments. The land market in
the Odessa region currently lacks liquidity and only a few speculative buyers might be interested in purchasing
the subject site. Secondly, as future developments in the war are highly unpredictable, the current reported
value may change significantly within a short period of time. The advice is therefore reported on the basis of
"material valuation uncertainty," and less certainty should be attached to it than would normally be the case.
Given the above, the Managing Board will continue to closely monitor developments and adjust the valuations
of both land plots as necessary. It is important to note that adjusting the valuations will not impact the Fund's
continuity, as the two land plots are not leased to third parties and do not generate any income for the Fund.
The annual costs for maintaining these two plots amount to approximately €31,000.
CNB revokes bank licence of Sberbank CZ
On Monday, February 28, 2022, the Czech National Bank (
CNB
) announced its decision to initiate the process
of revoking Sberbank CZ's banking licence in response to a run on the bank that began the previous week
following the Russian invasion of Ukraine and the European Union's imposition of sanctions on Russian
companies. It should be noted that the Russian state holds a controlling stake of 50%+1 in the Russian parent
company of Sberbank CZ.
In 2019, the Fund received a loan from Sberbank CZ through its 100% subsidiary Arcona Capital RE Bohemia
s.r.o. (
ACREB
). As
of December 31, 2021, the outstanding loan amount was €
8.45 million with a term until
March 31, 2024, and a loan-to-value ratio of approximately 44%. ACREB also has an interest rate hedge (
IRS
)
with Sberbank CZ, which was valued at €
294,000 as of December 31, 2021. Additionally, ACREB holds
several deposit accounts with Sberbank CZ totalling
around €
400,000 for daily transactions. It has been
reported that the Sberbank CZ loan portfolio will be transferred to
Česka
Spořitelna
under the same conditions
as those applicable to Sberbank CZ.
Following the CNB's decision to revoke Sberbank CZ's banking licence, all funds in ACREB's accounts with
the bank were frozen, and it is no longer possible to transfer money to or from these accounts. However, the
frozen deposits are sufficient to cover ACREB's medium-term interest and principal repayment obligations for
the loan from Sberbank CZ, and there is currently no default on the loan.
ACREB has opened an account with Raiffeisen Bank for daily business transactions, allowing the company to
continue its operations such as receiving rent payments and paying suppliers. On March 17, 2022, ACREB
received €
100,000 on this account from the State Guarantee Fund.
The developments at Sberbank CZ have not yet had any significant negative impact on ACREB or the Fund.
Receivables have been submitted to the curator, and the Managing Board expects to receive 100% of the
deposit accounts. The status of the IRS is still uncertain, but the Managing Board is of the opinion that the
Fund has a right to the value of the IRS.
The Managing Board has conducted an analysis to determine if any of the involved parties are on sanction
lists. No transactions were identified with sanctioned parties.
68
Going concern
On December 31, 2022, two Polish subsidiaries of the Fund were in breach of the DSCR forecast covenant of
the Hypo Noe Bank loan. Pursuant to IFRS, as at the end of 2022 the Hypo Noe loan was classified as a short-
term liability due to this covenant breach. This causes short-term liabilities to temporarily exceed short-term
assets. In April 2023 Hypo Noe approved a waiver of this covenant breach, effective to December 31 2023.
Pursuant to IFRS, the Hypo Noe loan must be classified as a short-term liability at the end of 2022 due to the
covenant breach. This causes short-term liabilities to temporarily exceed short-term assets. However, the Fund
expects that due to the renewal of leases the loan will be reclassified to long term shortly.
Additionally, the Fund notes that the Sberbank CZ loan, under Sberbank CZ's loan agreements with ACREB,
will be transferred. The Fund e
xpects to extend the loan with Česka Spořitelna Bank after March 2024.
A large part of the 2022 result of EUR -/- 4.35 million is attributable to lower valuations of the real estate
portfolio, both directly and indirectly, mainly due to the war in Ukraine. This negative outcome arises from the
net negative valuation result on real estate, the downwards accounting IFRS adjustments related to Boyana
Residences apartments, increased financing costs from higher interest rates and a rise in tax pressure
associated with the sale of real estate.
Nonetheless, the Managing Board anticipates that the real estate portfolio, excluding these temporary and
indirect impacts, will continue to generate positive returns. Furthermore, the cash flow will remain positive,
driven by the expected sale of non-core real estate in the upcoming period.
Based on the assumptions outlined above, the Managing Board believes that the Fund can continue as a going
concern through 2023. Therefore, these Consolidated Financial Statements are prepared on the assumption
of going concern.
13.4
COMPARISON ACCOUNTING PRINCIPLES WITH PREVIOUS YEAR
Contrary to the processing in the Financial Statements 2021, the letting fees (payments to agents for services
in connection with negotiating lease contracts) have been classified as an addition to investment property with
effect from January 1, 2022. In previous year the letting fees were capitalised and amortised over the lease
term. Therefore as of January 1, 2022 the letting fees are set-off from investment property to avoid double
recognition. The comparative figures for 2021 have not been adjusted accordingly.
13.5
BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
13.5.1
General
The Consolidated Financial Statements have been prepared based on historical cost, except for:
•
investment property;
•
investment property under development;
•
assets held for sale;
•
financial assets at fair value through profit or loss; and
•
financial liabilities at fair value through profit or loss.
Investment property and investment property under development are
hereinafter referred to as ‘Investment
property’.
The accounting policies explained below have been consistently applied to the results, other gains and losses,
assets, liabilities, and cash flows of entities included in the Consolidated Financial Statements and are
consistent with those used in the prior period
, with the exception of the application of new and amended IFRS’s
as mentioned in section 13.5.4
“New and amended IFRS Standards and interpretations that are effective for
the current period”
.
69
13.5.1.1 Amortised cost
The amortised cost is the amount for which a financial asset or financial liability is recognised on the
Consolidated Financial Statements at initial recognition less repayments on the principal, increased or
decreased by the cumulative amortisation of the difference between that initial amount and the final maturity
amount - determined via the effective interest method - less any write-downs (directly or by forming a provision)
due to impairments or uncollectability.
13.5.1.2 Netting
An asset and an item in loan capital are reported net in the Consolidated Financial Statements exclusively if
and to the extent:
•
a proper legal instrument is available for simultaneous, net settlement of the assets and item of the
loan capital; and
•
there is a firm intention to settle the netted item as such or the two items simultaneously.
13.5.2
Judgements, assumptions, and estimation uncertainties
13.5.2.1 General
Preparation of the Consolidated Financial Statements in accordance with EU-IFRS requires the Managing
Board to make judgements, estimates and assumptions that affect the application of policies and the reported
value of assets and liabilities, income and expenses. The estimates and associated assumptions have been
based on historical experience and various other factors that are believed to be reasonable under the
circumstances. The results of these estimates and assumptions form the basis of the judgements made about
carrying amounts of assets and liabilities that are not readily apparent from other sources. The actual results
may differ from these estimates.
13.5.2.2 Judgements
Judgements made by the Managing Board in the application of the EU-IFRS that have significant effect on the
Consolidated Financial Statements with a significant risk of material adjustment in the next financial period
are:
•
equity-accounted investees: whether the Fund has significant influence over an investee;
•
consolidation: whether the Fund has de facto control over an investee; and
•
lease term: whether the Fund is reasonably certain to exercise extension options.
13.5.2.3
Assumptions and estimation uncertainties
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period
or in the period of revision and future periods if the revision affects both current and future periods.
Assumptions and estimation uncertainties made by the Managing Board that have significant risk of resulting
in material adjustments to the carrying amounts of assets and liabilities in the next financial period are:
•
fair value measurements: in estimating the fair value of an asset or liability, the Fund uses observable
market data to the extent it is available. The Fund engages external, independent appraisers to perform
the valuation. The Managing Board works closely with the external, independent appraisers to establish
the appropriate valuation techniques and inputs to the model;
•
recognition of deferred tax assets: availability of future taxable profit against which deductible temporary
differences and tax losses carried forward can be utilised;
•
recognition and measurement of provisions and contingencies: key assumptions about the likelihood
and magnitude of an outflow of resources;
•
measurement of expected credit losses allowance for trade receivables: key assumptions in determining
the weighted-average loss rate;
•
acquisition of subsidiary: fair value of the consideration transferred (including contingent consideration)
and fair value of the assets acquired and liabilities assumed, measured on a provisional basis;
•
identifying related parties.
70
13.5.3
Measurement of fair values
Several of
the Fund’s accounting policies and disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities.
When measuring the fair value of an asset or a liability, the Fund uses observable market data as far as
possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in
the valuation techniques as follows.
•
level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
•
level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices);
•
level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Further information about the assumptions made in measuring fair values is included in the following notes:
•
13.9
: “Financial instruments”;
•
13.10.2
: “
Investment property
”;
•
13.11
: “
Investment property under development
”;
•
13.20.2
: “Assets held for sale”.
13.5.4
New and amended IFRS Standards and interpretations that are effective for the current
period
A number of new standards and amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2022. These standards and amendments did not have an impact on these
consolidated financial statements:
•
Annual Improvements to IFRS Standards 2018 - 2020:
o
IFRS 1“First time adopter of IFRS”;
o
IFRS 9 “Fees in the ‘10 per cent’ test for derecognition of financial’’;
o
IFRS 16 ’The amendment to Illustrative Example 13’’;
•
Amendments
to IFRS 3 ‘’Reference to the conceptual framework’’;
•
Amendments
to IAS 16, “Proceeds before intended use”;
•
Amendments
to IAS 37, “Cost of fulfilling a contract”.
The Fund expects these new standards, amendments and interpretations will not have a significant impact on
the Consolidated Financial Statements of the Fund.
13.5.5
New and revised IFRS Standards and interpretations not yet applied
New standards and interpretations not yet adopted:
A number of new standards, amendments to existing standards, and interpretations will become effective for
annual periods beginning after January 1, 2022, and have not been applied in preparing these consolidated
financial statements:
•
IFRS 17: Insurance Contracts
•
Classification of Liabilities as Current or Noncurrent: Amendments to IAS 1
•
Disclosure of Accounting Policies: Amendments to IAS 1 and IFRS Practice Statement 2
•
Definition of Accounting Estimate: Amendments to IAS 8
•
Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction: Amendments to IAS12
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture: Amendments to
IFRS 10 and IAS 28
These changes are not expected to have a material impact on the company in the current or future reporting
periods, or on foreseeable future transactions.
71
13.6
BASIS OF CONSOLIDATION
13.6.1
Subsidiaries
Subsidiaries are entities over which the Fund has direct or indirect predominant control. The Fund has
predominant control if:
•
it has power over the entity;
•
it is exposed to or entitled to variable returns because of its involvement in the entity; and
•
it has the possibility of using its predominant control over the entity to influence the size of these
returns.
Every one of these three criteria must be satisfied before the Fund is deemed to have predominant control
over the entity in which it has an interest.
Subsidiaries are fully consolidated with effect from the date on which predominant control commences until
the date that control ceases.
Consolidated Financial Statements are prepared using uniform accounting policies for similar transactions.
Accounting principles of subsidiaries are consistent with the policies adopted by the Fund.
13.6.2
Acquisitions of subsidiaries
The Fund recognises acquisitions if IFRS 3 (revised) “Business Combinations” or IAS 40 “Investment property”
applies. Acquisitions are considered a business combination if there is an acquisition of assets, rental activities
and such a management organisation, that the acquired entity can operate as an independent company, with
the aim of generating economic results. The Fund does not necessarily consider acquisitions of properties
within a legal company as a business combination, but evaluates these acquisitions individually for the above
operational characteristics.
The Fund applies the acquisition method to account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former
owners of the acquired assets and the equity interests issued by the Fund. The consideration transferred
includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The Fund recognises any non-controlling interest
in the acquired assets on an acquisition-by-acquisition basis, either at fair value or at the non-controlling
interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. Acquisition
-
related costs are expensed as incurred. Goodwill is the amount by which the cost of an acquired entity at first
recognition exceeds the net fair value of the identifiable assets and liabilities and contingent liabilities assumed.
Changes in the purchase price after the acquisition date do not result in recalculation or adjustment of the
goodwill. After first recognition, the goodwill is valued at costs less any cumulative impairment losses. Goodwill
is attributed to cash-generating entities and is not amortised. Goodwill is assessed for impairment annually, or
earlier if circumstances give cause. Negative goodwill resulting from an acquisition is recognised directly into
Income Statement.
For acquisitions of subsidiaries not meeting the definition of a business, the Fund allocates the cost between
the individual identifiable assets and liabilities assumed in the Fund based on their relative fair values at the
date of acquisition. Acquisition-related costs are capitalised. Such transactions or events do not give rise to
goodwill and deferred taxes as at date of acquisition are not stated.
13.6.3
Elimination of transactions on consolidation
All intercompany receivables, payables, significant transactions and any unrealised profits and losses on
transactions within the Fund, or income or expenses from such transactions within the Fund have been
eliminated in the Consolidated Financial Statements to the extent that no impairment loss is applicable.
72
13.7
BASIS OF PREPARATION OF CONSOLIDATED STATEMENT OF CASH FLOWS
The Fund has used the indirect method for the Consolidated Statement of Cash Flows. Given the nature of
the Fund (investment company) financial income is not netted against financial expenses but presented
separately under the total income (reference is made to section 13.36
“Financial income”
), so financial income
is presented in the Consolidated Statement of Cash Flows under cash flows from operating activities.
Cash and cash equivalents as mentioned in the Consolidated Statement of Cash Flows include the Statement
of Financial Position
’s item
cash and cash equivalents and, if applicable bank overdrafts. Transactions without
settlement in cash are not recognised in the Consolidated Statement of Cash Flows.
13.8
CURRENCY
13.8.1
Functional and presentation currency
The functional currency of the Fund is the Euro (EUR
or €
),
reflecting the fact the majority of the Fund’s
transactions are settled in Euro. The Fund has adopted the Euro as its presentation currency since the shares
of the Fund are denominated in Euro.
All amounts have been rounded to the nearest thousand, unless otherwise indicated.
13.8.2
Foreign currency transactions
Foreign currency transactions are translated into Euros at the exchange rate applicable on the transaction
date. Assets and liabilities denominated in foreign currencies are translated into Euros at the exchange rate
applicable on the Statement of Financial Position
’s date
. Exchange rate differences arising from translation
are recognised in the Income Statement. Cash flows in foreign currencies are converted at the exchange rate
applicable on settlements date.
13.8.3
Financial Statements of foreign activities and net investment in foreign activities
The assets and liabilities of foreign operations and fair value adjustments arising on consolidation are
translated into Euros at the exchange rate applicable on the Statement of Financial Position
’s date.
The income and expenses of foreign operations are translated into Euros at the exchange rates at the dates
of the transactions. For practical reasons, the average monthly exchange rates for the financial period are
used to approximate the exchange rates at the dates of the transactions, however only if the exchange rates
do not fluctuate significantly.
Foreign currency translation differences arising on translation of the net investment in foreign activities, and
the associated hedging transactions, are taken through the comprehensive income and are recognised in the
reserve currency translation differences. In case of a (part) reduction of the net investments in foreign activities,
the deferred cumulative amount recognised in the comprehensive income relating to that particular foreign
operation will be recognised in the Income Statement.
73
13.8.4
Exchange rates used for the Consolidated Statement of Financial Position
31-12-2022
31-12-2021
Bulgarian Lev (EUR / BGN)
1.95580
1.95580
% change
0.0%
0.0%
Czech Koruna (EUR / CZK)
24.11600
24.85800
% change
3.0%
5.3%
Polish Zloty (EUR / PLN)
4.68080
4.59690
% change
-/- 1.8%
-/- 0.8%
Romanian Leu (EUR / RON)
4.94950
4.94900
% change
0.0%
-/- 1.7%
Ukrainian Hryvnia (EUR / UAH)
38.95100
30.92260
% change
-/- 26.0%
11.0%
US Dollar (EUR / USD)
1.06660
1.13260
% change
5.8%
7.7%
Source: European Central Bank (ECB) if available. Ukrainian Hryvnia: National Bank of Ukraine.
13.8.5
Average exchange rates used for the Consolidated Income Statement
2022
2021
Bulgarian Lev (EUR / BGN)
1.95580
1.95580
Czech Koruna (EUR / CZK)
24.53775
25.64858
Polish Zloty (EUR / PLN)
4.86680
4.57202
Romanian Leu (EUR / RON)
4.92536
n.a.
Ukrainian Hryvnia (EUR / UAH)
34.43851
32.24849
13.9
FINANCIAL INSTRUMENTS
13.9.1
General
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position
when the Fund becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
13.9.2
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within
the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
13.9.2.1 Classification of financial assets
In accordance with IFRS 7 financial assets have been classified as follows:
I.
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
•
the financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; and
74
•
the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
II.
Debt instruments that meet the following conditions are measured subsequently at fair value through
other comprehensive income (
FVTOCI
):
•
the financial asset is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling the financial assets; and
•
the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
III.
By default, all other financial assets are measured subsequently at fair value through profit or loss
(
FVTPL
).
Despite the foregoing, the Fund may make the following irrevocable election / designation at initial recognition
of a financial asset:
•
the Fund may irrevocably elect to present subsequent changes in fair value of an equity investment
in other comprehensive income if certain criteria are met (see below); and
•
the Fund may irrevocably designate a debt investment that meets the amortised cost or FVTOCI
criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch
(see below).
I.
Financial assets at amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period.
For financial assets other than purchased or originated credit
‑
impaired financial assets (i.e. assets that are
credit
‑
impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated
future cash receipts (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through
the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount
of the debt instrument on initial recognition. For purchased or originated credit
‑
impaired financial assets, a
credit
‑
adjusted effective interest rate is calculated by discounting the estimated future cash flows, including
expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial
recognition minus the principal repayments, plus the cumulative amortisation using the effective interest
method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance.
The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for
any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently
at amortised cost and at FVTOCI. For financial assets other than purchased or originated credit
‑
impaired
financial assets, interest income is calculated by applying the effective interest rate to the gross carrying
amount of a financial asset, except for financial assets that have subsequently become credit
‑
impaired (see
below). For financial assets that have subsequently become credit
‑
impaired, interest income is recognised by
applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting
periods, the credit risk on the credit
‑
impaired financial instrument improves so that the financial asset is no
longer credit
‑
impaired, interest income is recognised by applying the effective interest rate to the gross carrying
amount of the financial asset.
For purchased or originated credit
‑
impaired financial assets, the Fund recognises interest income by applying
the credit
‑
adjusted effective interest rate to the amortised cost of the financial asset from initial recognition.
The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently
improves so that the financial asset is no longer credit
‑
impaired.
75
Interest income is recognised in profit or loss and is included in the financial income.
II.
Financial assets classified as at FVTOCI
There are no debt instruments or equity instruments designated as at FVTOCI as at Statement of Financial
P
osition’s date.
III.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI (see I.) are
measured at FVTPL. Specifically:
•
investments in equity instruments are classified as at FVTPL, unless the Fund designates an equity
investment that is neither held for trading nor a contingent consideration arising from a business
combination as at FVTOCI on initial recognition;
•
debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria (see (I.) and (II.)
above) are classified as at FVTPL. In addition, debt instruments that meet either the amortised cost
criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such
designation eliminates or significantly reduces a measurement or recognition inconsistency (so
called
“
accounting mismatch
”
) that would arise from measuring assets or liabilities or recognising the
gains and losses on them on different bases. The Fund has not designated any debt instruments as
at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value
gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.
The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset
and is included in the financial income or financial expenses.
All the Fund’s financial assets
are classified as financial assets at amortised cost and effective interest method,
with the exception of:
•
investments in associates; and
•
derivative financial instruments.
Investments in associates and derivative financial instruments are classified as financial assets at FVTPL.
13.9.2.2 Impairment of financial assets
The Fund recognises a loss allowance for expected credit losses on investments in debt instruments that are
measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well
as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date
to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Fund always recognises lifetime ECL for trade receivables, contract assets and lease receivables. The
expected credit losses on these financial assets are estimated using a provision matrix based on the Fund’s
historical credit loss experience, adjusted for factors that are specific to the debtors, general economic
conditions, and an assessment of both the current as well as the forecast direction of conditions at the reporting
date, including time value of money where appropriate.
For all other financial instruments, the Fund recognises lifetime ECL when there has been a significant increase
in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased
significantly since initial recognition, the Fund measures the loss allowance for that financial instrument at an
amount equal to 12
‑
month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the
expected life of a financial instrument. In contrast, 12
‑
month ECL represents the portion of lifetime ECL that is
expected to result from default events on a financial instrument that are possible within 12 months after the
reporting date.
76
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, the Fund compares the risk of a default occurring on the financial instrument at the reporting date
with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this
assessment, the Fund considers both quantitative and qualitative information that is reasonable and
supportable, including historical experience and forward
‑
looking information that is available without undue
cost or effort. Forward
‑
looking information considered includes the future prospects of the industries in which
the Fund’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies,
relevant think
‑
tanks and other similar organisations, as well as consideration of various external sources of
actual and forecast economic information that relate to the Fund’s core operations.
In particular, the following information is taken into account when assessing whether credit risk has increased
significantly since initial recognition:
•
an actual or
expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating;
•
significant deterioration in external market indicators of credit risk for a particular financial instrument,
e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the
length of time or the extent to which the fair value of a financial asset has been less than its amortised
cost;
•
existing or forecast adverse changes in business, financial or economic conditions that are expected
to cause a significant decrease in the debtor’s ability to meet its debt obligations;
•
an actual or expected significant deterioration in the operating results of the debtor;
•
significant increases in credit risk on other financial instruments of the same debtor;
•
an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt
obligations.
Irrespective of the outcome of the above assessment, the Fund presumes that the credit risk on a financial
asset has increased significantly since initial recognition when contractual payments are more than 30 days
past due, unless the Fund has reasonable and supportable information that demonstrates otherwise.
Despite the foregoing, the Fund assumes that the credit risk on a financial instrument has not increased
significantly since initial recognition if the financial instrument is determined to have low credit risk at the
reporting date.
A financial instrument is determined to have low credit risk if:
1.
the financial instrument has a low risk of default,
2.
the debtor has a strong capacity to meet its contractual cash flow obligations in the near term, and
3.
adverse changes in economic and business conditions in the longer term may, but will not
necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
The Fund considers a financial asset to have low credit risk when the asset has external credit rating of
‘investment grade’ in a
ccordance with the globally understood definition or if an external rating is not available,
the asset has an internal rating of
“
performing
”
. Performing means that the counterparty has a strong financial
position and there are no past due amounts.
For financial guarantee contracts, the date that the Fund becomes a party to the irrevocable commitment is
considered to be the date of initial recognition for the purposes of assessing the financial instrument for
impairment. In assessing whether there has been a significant increase in the credit risk since initial recognition
of a financial guarantee contracts, the Fund considers the changes in the risk that the specified debtor will
default on the contract.
The Fund regularly monitors the effectiveness of the criteria used to identify whether there has been a
significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of
identifying significant increase in credit risk before the amount becomes past due.
77
Definition of default
The Fund considers the following as constituting an event of default for internal credit risk management
purposes as historical experience indicates that financial assets that meet either of the following criteria are
generally not recoverable:
•
when there is a breach of financial covenants by the debtor; or
•
information developed internally or obtained from external sources indicates that the debtor is
unlikely to pay its creditors, including the Fund, in full (without taking into account any collateral held
by the Fund).
Irrespective of the above analysis, the Fund considers that default has occurred when a financial asset is more
than 3 months past due unless the Fund has reasonable and supportable information to demonstrate that a
more lagging default criterion is more appropriate.
Credit
‑
impaired financial assets
A financial asset is credit
‑
impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Evidence that a financial asset is credit
‑
impaired
includes observable data about the following events:
A.
significant financial difficulty of the issuer or the borrower;
B.
a breach of contract, such as a default or past due event (see above);
C.
the lender(s) of the bo
rrower, for economic or contractual reasons relating to the borrower’s financial
difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise
consider;
D.
it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
E.
the disappearance of an active market for that financial asset because of financial difficulties.
Write-off policy
The Fund writes off a financial asset when there is information indicating that the debtor is in severe financial
difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation
or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over
one year past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement
activities under the Fund’s recovery procedures, taking into account legal advice where appropriate. Any
recoveries made are recognised in profit or loss.
Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e.
the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability
of default and loss given default is based on historical data adjusted by forward
‑
looking information as
described above.
As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount
at
the reporting date; for financial guarantee contracts, the exposure includes the amount drawn down as at the
reporting date, together with any additional amounts expected to be drawn down in the future by default date
determined based on historical tren
d, the Fund’s understanding of the specific future financing needs of the
debtors, and other relevant forward
‑
looking information.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows
that are due to the Fund in accordance with the contract and all the cash flows that the Fund expects to receive,
discounted at the original effective interest rate. For a lease receivable, the cash flows used for determining
the expected credit losses are consistent with the cash flows used in measuring the lease receivable in
accordance with IFRS 16.
For a financial guarantee contract, as the Fund is required to make payments only in the event of a default by
the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is
the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Fund
expects to receive from the holder, the debtor or any other party.
78
If the Fund has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in
the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL
are no longer met, the Fund measures the loss allowance at an amount equal to 12
‑
month ECL at the current
reporting date, except for assets for which a simplified approach was used.
The Fund recognises an impairment gain or loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for investments
in debt instruments that are measured at FVTOCI, for which the loss allowance is recognised in other
comprehensive income and accumulated in the revaluation reserve, and does not reduce the carrying amount
of the financial asset in the Statement of Financial Position.
Derecognition of financial assets
The Fund derecognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the
asset to another entity. If the Fund neither transfers nor retains substantially all the risks and rewards of
ownership and continues to control the transferred asset, the Fund recognises its retained interest in the asset
and an associated liability for amounts it may have to pay. If the Fund retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Fund continues to recognise the financial asset and
also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying
amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition,
on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss
previously accumulated in the revaluation reserve is reclassified to profit or loss. In contrast, on derecognition
of an investment in equity instrument which the Fund has elected on initial recognition to measure at FVTOCI,
the cumulative gain or loss previously accumulated in the revaluation reserve is not reclassified to profit or
loss, but is transferred to retained earnings.
13.9.3
Financial liabilities and equity
13.9.3.1 Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Fund are recognised at the proceeds received, net of direct
issue costs.
Repurchase of the Fund’s own equity investments is recognized and deducted directly in equity. No gain or
loss is recognized in profit o
r loss on the purchase, sale, issue or cancellation of the Fund’s own equity
instruments.
Compound instruments
The component parts of convertible bonds issued by the Fund are classified separately as financial liabilities
and equity in accordance with the substance of the contractual arrangements and the definitions of a financial
liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of
cash or another financial asset for a fixed number of the Fund
’s
own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest
rate for a similar non
‑
convertible instrument. This amount is recorded as a liability on an amortised cost basis
using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.
79
The conversion option classified as equity is determined by deducting the amount of the liability component
from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of
income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity
will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity
will be transferred to retained earnings. Where the conversion option remains unexercised at the maturity date
of the convertible bond, the balance recognised in equity will be transferred to retained earnings. No gain or
loss is recognised in profit or loss upon conversion or expiration of the conversion option.
Transaction costs that relate to the issue of the convertible bonds are allocated to the liability and equity
components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity
component are recognised directly in equity. Transaction costs relating to the liability component are included
in the carrying amount of the liability component and are amortised over the lives of the convertible bonds
using the effective interest method.
13.9.3.2 Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method or at
FVTPL.
However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or
when the continuing involvement approach applies, and financial guarantee contracts issued by the Fund, are
measured in accordance with the specific accounting policies set out below.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is:
1.
contingent consideration of an acquirer in a business combination;
2.
held for trading; or
3.
it is designated as at FVTPL.
A financial liability is classified as held for trading if:
•
it has been acquired principally for the purpose of repurchasing it in the near term; or
•
on initial recognition it is part of a portfolio of identified financial instruments that the Fund manages
together and has a recent actual pattern of short
‑
term profit
‑
taking; or
•
it is a derivative financial instrument, except for a derivative financial instrument that is a financial
guarantee contract or a designated and effective hedging instrument.
A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a
business combination may be designated as at FVTPL upon initial recognition if:
•
such designation eliminates or significantly reduces a measurement or recognition inconsistency that
would otherwise arise; or
•
the financial liability forms part of a Fund of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis,
in accordance with the Fund’s
documented risk management or investment strategy, and information about the Grouping is
provided internally on that basis; or
•
it forms part of a contract containing one or more embedded derivative financial instruments, and
IFRS 9 permits the entire combined contract to be designated as at FVTPL.
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair
value recognised in profit or loss to the extent that they are not part of a designated hedging relationship. The
net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included
in financial income or financial expenses.
However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the
financial liability that is attributable to changes in the credit risk of that liability is recognised in other
comprehensive income, unless the recognition of the
effects of changes in the liability’s credit risk in other
comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining
amount of change in the fair value of liability is recognised in profit or loss. Changes in fair value attributable
80
to a financial liability’s credit risk that are recognised in other comprehensive income are not subsequently
reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the
financial liability.
Gains or losses on financial guarantee contracts issued by the Fund that are designated by the Fund as at
FVTPL are recognised in profit or loss.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not:
1.
contingent consideration of an acquirer in a business combination, or
2.
held
‑
for
‑
trading, or
3.
designated as at FVTPL
are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected life of the
financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
All the
Fund’s liabilities are classified as financial liabilities measured subsequently at amortised cost, with the
exception of derivative financial instruments. Derivative financial instruments are classified as Financial
liabilities at FVTPL.
Derecognition of financial liabilities
The Fund derecognises financial liabilities when, and only when, the Fund’s obligations are discharged,
cancelled, or have expired. The difference between the carrying amount of the financial liability derecognised
and the consideration paid and payable is recognised in profit or loss.
When the Fund exchanges with the existing lender one debt instrument into another one with substantially
different terms, such exchange is accounted for as an extinguishment of the original financial liability and the
recognition of a new financial liability. Similarly, the Fund accounts for substantial modification of terms of an
existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new
liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows
under the new terms, including any fees paid net of any fees received and discounted using the original
effective rate is at least 10 per cent different from the discounted present value of the remaining cash flows of
the original financial liability.
If the modification is not substantial, the difference between:
1.
the carrying amount of the liability before the modification; and
2.
the present value of the cash flows after modification should be recognised in profit or loss as the
modification gain or loss within other gains and losses.
13.9.3.3 Derivative financial instruments
The Fund enters into a variety of derivative financial instruments to manage its exposure to interest rate and
foreign exchange rate risks, including foreign exchange forward contracts, options and interest rate swaps.
Derivative financial instruments are recognised initially at fair value at the date a derivative contract is entered
into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is
recognised in profit or loss immediately unless the derivative is designated and effective as a hedging
instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge
relationship.
A derivative financial instrument with a positive fair value is recognised as a financial asset whereas a
derivative financial instrument with a negative fair value is recognised as a financial liability. Derivative financial
81
instruments are not offset in the Consolidated Financial Statements unless the Fund has both the legal right
and the intention to offset. A derivative financial instrument is presented as a non
‑
current asset or a non
‑
current
liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised
or settled within 12 months.
Other derivative financial instruments are presented as current assets or current liabilities.
13.10
INVESTMENT PROPERTY
13.10.1 General
Investment property comprises owned investment property, as well as right-of-use assets.
Investment property is property that is held to realise rental income or an increase in value, or both. The initial
recognition of investment properties is at cost including related transaction costs. Additions to investment
property also includes letting fees. After initial recognition, investment properties are carried at fair value, with
an adjustment for the carrying amount of lease incentives.
Right-of-
use assets are assets that represent a lessee’s right to use an underlying asset for the lease term.
For the accounting principles of right-of-use assets reference is made to section 13.35
“Leases”.
Lease incentives are initially and subsequently measured at historical cost. Lease incentives are allocated
proportionally to subsequent periods.
The time of accounting an investment property sale is based on an assessment of the time when control is
transferred. The Fund believes that control is transferred when the investment property is transferred to the
buyer and this party can therefore actually dispose of the investment property.
13.10.2
Measurement of fair value
Fair value is the price that would be received for an asset in an orderly transaction between market participants
at the measurement date and adjusted, if necessary, for differences in the nature, location, or condition of the
specific asset. If this information is not available, the Fund uses alternative valuation methods, such as recent
prices on less active markets or discounted cash flow or capitalisation projections. Valuations are performed
as at Statement of Financial Position
’s date
. External valuations are performed by an independent appraiser
with relevant recognised qualifications and recent experience with the location and the type of property. The
valuations have been made in accordance with the appropriate sections of the current RICS Valuation
Standards. The fair values are based on market values, being the estimated amount for which a property could
be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction
after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
Considering the type of investment property Level 3 fair value hierarchy is applied for all real estate assets in
the portfolio.
The valuations are made on the basis of the total of the net annual rents generated by the properties and,
where relevant, the associated costs. The major sources of uncertainty in estimates are as follows:
A.
development of rents;
B.
capitalisation factor for transactions;
C.
fair rents per type of property;
D.
property prices;
E.
vacancy;
F.
remaining period of non-cancellable rental contracts.
Three standard methods of valuation computation are considered, namely:
I.
term and reversion method;
II.
hard core and top-slice method;
III.
initial yield method.
82
I.
Term and reversion method
The term and reversion method involves the following: net income up to the end of the contract term and the
market-based net income over the following at least ten years are discounted back to the valuation date
(“term”). For the time after this period, the st
abilised net rental income is capitalised at the market interest rate
and also discounted back to the valuation date to determine the perpetual yield (“reversion”). Depending on
the estimates of risk
–
which are based on the type of property, location and region as well as current market
circumstances
–
different discount rates are applied to the current rental income and the capitalisation of the
perpetual yield. The assumptions underlying the valuation, e.g. for risk, void periods, vacancies or
maintenance costs and capex are based on estimates by relevant market players, on derived data or the
appraisers’ experience. Capital expense (
CAPEX
) is expenditure in the foreseeable future which falls outside
the scope of the normal annual maintenance programme.
II.
Hard core and top-slice method
The hard core and top-slice method is similar to the logic behind the term and reversion model. Net income
generated by the property
–
up to the market rent (hard core component)
–
is capitalised at a normal market
interest rate as a perpetual yield over the entire term (term of the rental contract plus subsequent rental). The
top-slice component (the net income for this same term that exceeds the market rent) is then discounted at a
risk-adjusted market interest rate. The amount of the risk premium is dependent on the probability of vacancy.
III.
Initial yield method
The initial yield method applies a single all risks yield at the date of valuation, i.e. net income / gross purchase
price.
For all investment properties that are measured at fair value, the current use of the properties is their highest
and best use. In these Financial Statements all properties were externally valued using the
“h
ard core and top-
slice method
”
. In order to arrive at the valuation of the property, the annual net rents are capitalized using a
yield factor that reflects the specific risks inherent to the net cash flows.
13.10.3
Analysis of assumptions and input parameters used in the valuations per property category
The fair value is the outcome of the (theoretical) rent divided by the net initial yield (expressed as a percentage)
of the investment property. The yields applied are specific to the type of property, location, maintenance
condition and letting potential of each asset. The yields are determined based on comparable transactions, as
well as on market and asset-specific knowledge.
83
The most important assumptions and input parameters used in the valuations are mentioned in below tables.
2022
2021
No.
Property category
Yield factor
4
Yield factor
in %
in %
A
Office
B
+
-class
6.11
–
9.00
6.00
–
9.00
B
Office
B
–
-class
7.50
–
9.75
7.50
–
9.00
C
Office / business
B / C-class
n/a
7.00
–
14.25
D
Retail B-class
5
7.50
–
9.25
7.00
–
7.75
2022
2021
No.
Property category
Market rent
per sqm
Market rent
per sqm
in € 1
In € 1
A
Office
B
+
-class
108
–
159
108
–
152
B
Office
B
–
-class
122
–
132
117
–
132
C
Office / business
B / C-class
n.a.
60
–
84
D
Retail B-class
92
–
157
98
–
153
2022
2021
No.
Property category
Vacancy
Vacancy
in %
in %
A
Office
B
+
-class
0.0
–
24.0
4.8
–
16.1
B
Office
B
–
-class
13.2
–
40.4
6.5
–
38.3
C
Office / business
B / C-class
n/a
10.4
–
36.9
D
Retail B-class
0.0
–
32.7
0.0
–
22.0
Where necessary the following aspects are reflected in the valuation:
•
the type of tenant that uses the property or that is responsible for fulfilling the rental obligations, or
the type of tenant that is likely to use the property after vacancy, and the general expectation with
regard to their creditworthiness;
•
void periods, vacancies, and maintenance costs, which are based on estimates by relevant market
players, on derived data or the appraisers’ experience;
•
the residual economic life of the property. Standard and infinite economic life is assumed;
•
whereby it is assumed that in the case of rent adjustment or extension of the lease, in the case of
which a rent increase is expected, all notifications, and where necessary notices to the contrary,
meet all legal requirements and have been sent in good time.
Profits or losses arising from changes in the fair value are recognised in the Income Statement. In determining
the property fair value capitalized lease incentives are reflected in the valuation results, to avoid double
counting
.
At the valuation date, an unprecedented set of circumstances arose due to the war in Ukraine, and a lack of
relevant or sufficient market evidence on which valuators could base their judgments. Consequently, the
property valuations are reported as subject to material valuation uncertainty as per VPS 3 and VPGA 10 of the
RICS Valuation
–
Global Standards.
As of April 28, 2023, the Managing Board anticipates no adverse impact from developments in Ukraine on the
Fund
’
s remaining real estate portfolio in Central Europe. The Fund operates in countries that are members of
NATO, making it unlikely for Russia to attack any of these countries as it would trigger a counter-reaction from
other NATO members.
4
The yield factors 2021 and 2022 corresponds with the equivalent yield specifications of the external independent appraiser.
5
Higher yields are related to the leasehold retail assets.
84
13.11
INVESTMENT PROPERTY UNDER DEVELOPMENT
Property that is currently being constructed or developed for future use as investment property is classified as
investment property under development. Investment property under development is measured at fair value if
the fair value is considered to be reliably determinable. Investment property under development for which the
fair value cannot be determined reliably, but for which the Fund expects that the fair value of the property will
be reliably determinable when construction is completed, is measured at cost less impairment until the fair
value becomes reliably determinable or construction is completed
–
whichever is earlier.
It may sometimes be difficult to reliably determine the fair value of the investment property under development.
In order to evaluate this, the Managing Board considers the following factors, among others:
•
the provisions of the construction contract;
•
the stage of completion;
•
whether the project / property is standard (typical for the market) or non-standard;
•
the level of reliability of expected cash inflows after completion;
•
the development risk specific to the property;
•
past experience with similar constructions;
•
status of construction permits.
Costs include the material and labour for the construction, costs of staff directly related to technical supervision,
project management on the basis of time spent and finance costs. The finance cost is capitalised interest that
is charged until the date of delivery and is based on the interest to be allocated to development or on the basis
of the average effective rate of the Fund, where no specific project financing is present. Interest charges
include interest and all costs associated with the Fund.
Capitalised interest will cease when substantially all the activities necessary to prepare the investment property
under development for its intended use or sale are complete.
The fair value of investment property under development is determined on an identical basis to investment
property, with the understanding that the capitalisation factor is adjusted to reflect development risks.
Fair value changes and impairment losses are recognised in the Income Statement as valuation result.
Investment property under development will be transferred to investment property on the date of delivery.
13.12
INVESTMENTS IN ASSOCIATES
An associate is an entity over which the Fund has significant influence.
Significant influence is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control of those policies. If the Fund holds, directly or indirectly (e.g. through
subsidiaries), 20 percent or more of the voting power of the investee, it is presumed that the Fund has
significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the Fund
holds, directly or indirectly (e.g. through subsidiaries), less than 20 percent of the voting power of the investee,
it is presumed that the Fund does not have significant influence, unless such influence can be clearly
demonstrated. A substantial or majority ownership by another investor does not necessarily preclude the Fund
from having significant influence.
The existence of significant influence by the Fund is usually evidenced in one or more of the following ways:
A.
representation on the board of directors or equivalent governing body of the investee;
B.
participation in policy-making processes, including participation in decisions about dividends or other
distributions;
C.
material transactions between the Fund and its investee;
D.
interchange of managerial personnel; or
E.
provision of essential technical information.
85
The Fund may own share warrants, share call options, debt or equity instruments that are convertible into
ordinary shares, or other similar instruments that have the potential, if exercised or converted, to give the Fund
additional voting power or to reduce another party’s voting power over the financial and operating policies of
another entity (i.e. potential voting rights). The existence and effect of potential voting rights that are currently
exercisable or convertible, including potential voting rights held by other entities, are considered when
assessing whether the Fund has significant influence. Potential voting rights are not currently exercisable or
convertible when, for example, they cannot be exercised or converted until a future date or until the occurrence
of a future event.
In assessing whether potential voting rights contribute to significant influence, the Fund examines all facts and
circumstances (including the terms of exercise of the potential voting rights and any other contractual
arrangements whether considered individually or in combination) that affect potential rights, except the
intentions of Managing Board and the financial ability to exercise or convert those potential rights.
The Fund loses significant influence over an investee when it loses the power to participate in the financial
and operating policy decisions of that investee. The loss of significant influence can occur with or without a
change in absolute or relative ownership levels. It could occur, for example, when an associate becomes
subject to the control of a government, court, administrator, or regulator. It could also occur as a result of a
contractual arrangement.
Usually investments in associates are valued using the equity method. Since the investments in associates is
held by, or is held indirectly through a “mutual fund” the Fund elect
to measure the investments in associates
at fair value through profit or loss in accordance with IFRS 9 (IAS 28:18). Therefore investments in associates
are initially and subsequently recognised at fair value, with transaction costs recognised in the Income
Statement.
13.13
INVENTORIES
Inventories are assets:
A.
held for sale in the ordinary course of business;
B.
in the process of production of such sale; or
C.
in the form of materials or supplies to be consumed in the production process or in the rendering of
services.
Inventories encompass goods purchased and held for resale including, for example merchandise purchased
by a retailer and held for resale, or land and other property held for resale. Inventories also encompass finished
goods produced, or work in progress being produced, by the Fund and include materials and supplies awaiting
use in the production process.
Inventories are recognised initially at cost, including transaction costs, which represents their fair value at the
time of acquisition and are subsequently measured at the lower of cost and net realisable value.
Costs include the material and labour for the construction, costs of staff directly attributable to technical
supervision, project management on the basis of time spent and finance costs. The finance cost is capitalised
interest that is charged until the date of delivery and is based on the interest to be allocated to inventories or
on the basis of the average effective rate of the Fund, where no specific project financing is present. Interest
charges include interest and all costs associated with the Fund.
Capitalised interest will cease when substantially all the activities necessary to prepare the inventories for their
intended use or sale are complete.
Net realisable value represents the estimated selling price in the ordinary course of business less all estimated
costs of completion and costs to be incurred in marketing, selling and distribution.
86
13.14
DERIVATIVE FINANCIAL INSTRUMENTS
For the accounting principles with regard to derivative financial instruments (assets and liabilities) reference is
made to section 13.9
“Financial instruments”.
13.15
DEFERRED TAX ASSETS
For the accounting principles with regard to deferred tax assets reference is made to section 13.41
“Income
tax expense”.
13.16
TAX ASSETS
Tax assets comprise the expected tax receivable on the taxable amounts and any adjustments to the tax
receivable in respect of previous years. The amount of the tax receivable is the best estimate of the tax amount
expected to be received, reflecting uncertainty related to taxes.
13.17
TRADE AND OTHER RECEIVABLES
Trade and other receivables (without a significant financing component) are initially measured at the
transaction price and subsequently measured at amortised cost using the effective interest method, less
provision for impairment.
13.18
PREPAYMENTS AND DEFERRED EXPENSES
Prepayments and deferred expenses are initially and subsequently measured at historical cost. Prepayments
and deferred expenses are allocated proportionally to subsequent periods.
13.19
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and cash held in bank accounts. Time deposits are only included
in cash and cash equivalents if the expectation is that they will be used to fund working capital within a period
of three months or less from the date of acquisition. Cash and cash equivalents meet the definition given by
IFRS 9, i.e., short-term, highly-liquid investments that are readily convertible to known amounts of cash and
subject to an insignificant risk of changes in value.
Cash and cash equivalents are recognised and measured at fair value through profit or loss in accordance
with IFRS 9, as described in section
13.9 “Financial instruments”.
Cash In the Consolidated Statement of Cash Flows bank overdrafts at call, which constitute an integral part of
the Fund’s
asset management, form part of cash and cash equivalents.
13.20
ASSETS HELD FOR SALE
13.20.1 General
Non-current assets or disposal groups comprising assets and liabilities are classified as held for sale if it is
highly probable that they will be recovered primarily through sale rather than through continuing use. This only
applies if the asset or disposal group is available for immediate sale in its present condition. Furthermore, the
sale must be highly probable, the Managing Board must be committed to a plan to sell the asset or disposal
87
group and an active programme to locate a buyer must have been initiated. It is expected the sale will
principally be completed within one year from the date of classification.
13.20.2
Measurement of fair value
Assets or disposal groups held for sale are generally measured at the lower of their carrying amount and fair
value less cost of disposal, except for investment property. Investment property held for sale and right-of-use
assets held for sale are measured in accordance with section 13.10
“
Investment property
”. Any impairment
loss on a disposal group is allocated to the remaining assets and liabilities on a pro rata basis, except that no
loss is allocated to financial assets, deferred tax assets or investment property, which continue to be measured
in accordance with the
Fund’s
regular accounting policies. Impairment losses on initial classification as held
for sale or held for distribution and subsequent gains and losses on re-measurement are recognised in the
Income Statement.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised
or depreciated, and any equity-accounted investee is no longer equity accounted.
13.21
GROUP EQUITY
For the accounting principles of the several
shareholders’
equity components reference is made to sections
18.3.3
“
Issued capital
”
to 18.3.7
“
Reserve investments in group companies
”
.
13.22
TAX LIABILITIES
Tax liabilities comprise the expected tax payable on the taxable amounts and any adjustments to the tax
payable in respect of previous years. The amount of the tax payable is the best estimate of the tax amount
expected to be paid, reflecting uncertainty related to taxes.
13.23
LOANS AND BORROWINGS
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred and subsequently
measured at amortised cost, with any difference between cost and the redemption amount being stated in the
Income Statement over the term of the loans using the effective interest method.
13.24
TRADE AND OTHER PAYABLES
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method.
13.25
DEFERRED INCOME AND TENANT DEPOSITS
Deferred income and tenant deposits are initially and subsequently measured at historical cost. Deferred
income is allocated proportionally to subsequent periods. Tenant deposits are recognised at their received
amounts.
13.26
DEFERRED TAX LIABILITIES
For the accounting principles with regard to the deferred tax liabilities reference is made to section 13.41
“Income tax expense”.
88
13.27
GROSS RENTAL INCOME
Gross rental income from investment properties is stated in the Income Statement excluding Value Added Tax
(VAT), on the basis of the period of the lease. If the investment property has been acquired during the financial
period, the rental income is accounted as of the date of acquisition by the Fund. If office or other equipment is
leased together with the premises, this is included in the rental income.
Rent adjustments due to indexation are recognised as they arise.
Rent-free periods and investments made, or allowances granted to tenants by the Fund (lease incentives) are
allocated on a linear basis over the lease term. The lease term consists of the period until the first break option
for the tenants, which period can be extended by the Managing Board with the expected prolongation of the
leases.
Revenue received from tenants for early termination of leases is directly recognised in the Income Statement
as it arises.
13.28
SERVICE CHARGE INCOME AND SERVICE CHARGE EXPENSES
The Fund is acting as principal for service charge income. Service charge income corresponds to service
charges invoiced to tenants and is presented separately in the Income Statement. Service charge income is
recorded as income in the period in which it is earned.
Service charge expenses cover the costs of services such as general maintenance and repairs, security,
heating, cooling, lighting and cleaning of common areas. Service charge expenses are recognised in the
Income Statement of the period to which they relate.
13.29
PROPERTY OPERATING EXPENSES
Property operating expenses consist mainly of maintenance costs, property taxes, insurance premiums and
management and collection costs. Service charges are stated separately in the Income Statement. If the
investment property has been acquired during the financial period, the direct operating expenses are
accounted for from the date of acquisition by the Fund.
13.30
VALUATION RESULTS OF PROPERTIES
The valuation results of properties (inventories excluded) are unrealised changes in the fair value of properties
compared to the fair value as at 31 December of the preceding financial period. In case (part of) a property is
sold the valuation result of properties also includes the reversal of the unrealised changes in the fair value
from prior years (reference is made to section 13.31
“Results on disposals of properties”)
.
13.31
RESULTS ON DISPOSALS OF PROPERTIES
The results on disposals of properties comprise realised results on disposals of properties (inventories
excluded). This result is calculated by the difference between the selling price less the original purchase price.
Therefore, the results on disposals of properties comprise the valuation result of properties in the current year
as well as the unrealised valuation results of properties booked in prior years.
89
13.32
(REVERSAL OF) IMPAIRMENT ALLOWANCE OF INVENTORIES
The (reversal of) impairment allowance of inventories relate to (reversal of) impairment changes of the
inventories in relation to the valuation as at 31 December of the preceding financial period.
13.33
RESULTS OF DISPOSALS OF INVENTORIES
The results on disposals of inventories relate to realised results on disposals of inventories. This result is
calculated by the difference between the selling price less valuation as at 31 December of the preceding
financial period.
13.34
SHARE OF RESULTS OF INVESTMENTS IN ASSOCIATES
The share of results of investments in associates are unrealised changes in the fair value of investments in
associates compared to the fair value as at 31 December of the preceding financial period. In case (part of)
an investment in associate is sold the valuation result of investment in associates also includes the reversal of
the unrealised changes in the fair value from prior years (reference is made to
section 13.35 “Results on
disposals of investments in associates”).
13.35
RESULTS OF DISPOSALS OF INVESTMENTS IN ASSOCIATES
The results on disposals of investments in associates relate to realised results on disposals of investments in
associates. This result is calculated by the difference between the selling price less the original purchase price.
Therefore the results on disposals of investments in associates comprise the valuation result of investments
in associates in the current year as well as the unrealised valuation results of investments in associates booked
in prior years.
13.36
FINANCIAL INCOME
Interest income on funds invested is recognised in the Income Statement as it accrues.
Given the nature of the Fund (investment company) financial income is not netted against finance charges,
but presented separately under the total income, except:
•
foreign exchange and currency results;
•
change in fair value of derivative financial instruments;
•
interest income / interest expense on derivative financial instruments; and
•
interest income / interest expense of Tax Authorities.
Financial income arises principally from the investments held in order to be used for investment in property.
Financial income also includes the exchange and currency translation profits that arise principally from the
settlement of monetary items or from the translation of monetary items in foreign currency.
Financial income also includes the positive changes in fair value of derivative financial instruments.
13.37
OTHER OPERATING INCOME
Other operating income is recognised in the Income Statement when it is probable that the economic benefits
will flow into the Fund and the (net) revenues can be measured reliably.
90
Other operating income also includes penalties for early termination of rental contracts. Tenants who terminate
leases prior to the contractual expiration date are liable to pay early termination penalties, which are credited
to income for the period in which they are recognised.
13.38
LEASES
At inception of a contract, the Fund assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Fund uses the definition of a lease in IFRS 16.
13.38.1
The Fund as a lessee
At commencement or on modification of a contract that contains a lease component, the Fund allocates the
consideration in the contract to each lease component on the basis of its relative stand-alone prices. However,
for the leases of property the Fund has elected not to separate non-lease components and account for the
lease and non-lease components as a single lease component.
The Fund recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site
on which it is located, less any lease incentives received.
The right-of-use asset is subsequently measured at cost (subject to certain exceptions), less accumulated
depreciation and impairment losses or, if it relates to investment property the right-of-use will be valued at fair
value in line with IAS 40. The right-of-use will additionally be adjusted for any remeasurement of the lease
liability, when applicable.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Fund
’s incremental borrowing rate. Generally,
the Fund uses its incremental borrowing rate
as the discount rate.
The Fund determines its incremental borrowing rate by obtaining interest rates from various external financing
sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
•
fixed payments, including in-substance fixed payments;
•
variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
•
amounts expected to be payable under a residual value guarantee; and
•
the exercise price under a purchase option that the Fund is reasonably certain to exercise, lease
payments in an optional renewal period if the Fund is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Fund is reasonably certain not to
terminate early.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease
payment made. It is remeasured when there is a change in future lease payments arising from a change in an
index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee,
or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain
to be exercised or a termination option is reasonably certain not to be exercised.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
91
13.38.2
Short-term leases and low value assets
The Fund has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets
(USD 5,000 or less) and short-term leases. The Fund recognises the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
13.38.3
The Fund as a lessor
At inception or on modification of a contract that contains a lease component, the Fund allocates the
consideration in the contract to each lease component on the basis of their relative stand-alone prices.
When the Fund acts as a lessor, it determines at lease inception whether each lease is a finance lease or an
operating lease.
To classify each lease, the Fund makes an overall assessment of whether the lease transfers substantially all
of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a
finance lease; if not, then it is an operating lease. As part of this assessment, the Fund considers certain
indicators such as whether the lease is for a major part of the economic life of the asset.
When the Fund is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease
separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising
from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which
the Fund applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, then the Fund applies IFRS 15 to allocate the
consideration in the contract.
The Fund applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease.
The Fund further regularly reviews estimated unguaranteed residual values used in calculating the gross
investment in the lease.
The Fund recognises lease payments received under operating leases as income on a straight-line basis over
the lease term as part of other operating income.
Generally, the accounting policies applicable to the Fund as a lessor in the comparative period did not differ
from IFRS 16.
13.39
ADMINISTRATIVE EXPENSES AND OTHER OPERATING EXPENSES
Administrative expenses and other operating expenses are recognised in the Income Statement. Expenses
may only be deferred if they meet the definition of an asset.
13.40
FINANCIAL EXPENSES
Financial expenses comprise the interest expense on funds taken up, calculated using the effective interest
method, exchange, and currency translation losses, which arise principally from the settlement of monetary
items, or in the translation of monetary items in foreign currency.
Financial expenses also include the negative changes in fair value of derivative financial instruments.
Interest expense is recognised in the Income Statement as it accrues, by means of the effective interest rate
method.
92
13.41
INCOME TAX EXPENSE
13.41.1
Income tax expense
The income tax expense for the financial period comprises current and deferred tax. It is recognised in Income
Statement except to the extent that it relates to a business combination, or items recognised in equity or
comprehensive income.
13.41.2 Current tax
The current tax comprises the expected tax payable or receivable on the taxable statement of income for the
financial period and any adjustments to the tax payable or receivable in respect of previous years. The amount
of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that
reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively
enacted as at Statement of Financial Position
’s date
. Current tax also includes any tax arising from dividends.
Tax assets and liabilities are offset only if certain criteria are met.
13.41.3 Deferred tax
Deferred tax is recognised in respect of taxable and / or deductible temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes.
Deferred tax is not recognised for:
•
taxable and / or deductible temporary differences on the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable profit
or loss (“Initial Recognition Exception”);
•
taxable and / or deductible temporary differences related to investments in subsidiaries, associates
and joint arrangements to the extent that the Fund is able to control the timing of the reversal of the
taxable temporary differences and it is probable that they will not reverse in the foreseeable future;
•
taxable and / or deductible temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary
differences to the extent that it is probable that future taxable profits will be available against which they can
be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences.
If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then
future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the
business plans for individual subsidiaries in the Fund. Deferred tax assets are reviewed at each Statement of
Financial Position
’s date
and are reduced to the extent that it is no longer probable that the related tax benefit
will be realised; such reductions are reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each Statement of Financial Position
’s date
and
recognised to the extent that it has become probable that future taxable profits will be available against which
they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to taxable temporary differences
when they reverse, using tax rates enacted or substantively enacted at the Statement of Financial Position
’s
date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which
the Fund expects, at Statement of Financial Position
’s date, to recover or settle the carrying amount of its
assets and liabilities. For this purpose, the carrying amount of properties measured at fair value is presumed
to be recovered through sale, and the Fund has not rebutted this presumption.
Deferred tax assets and deferred tax liabilities are not discounted.
Deferred tax assets and liabilities are offset in case the Fund or its subsidiaries has a legally enforceable right
to set-off tax assets against tax liabilities and the deferred tax assets and the deferred tax liabilities relate to
income taxes levied by the same Tax Authority.
93
14
SEGMENT
INFORMATION
14.1
GENERAL
Segment information is given for each operating segment. An operating segment is a component of the Fund:
•
that engages in business activities from which it may earn revenues and incur expenses (including
revenues and expenses related to transactions with other components of the Fund);
•
whose operating results are used by the fund manager to make decisions about resources to be
allocated to the segment and to regularly review and assess its performance; and for which discrete
financial information is available.
Given the Fund’s management decision
-making structure and internal reporting structure each property is
indicated as an operating segment. The properties held during the financial period (current period and / or
previous period), as mentioned in section 14.5.1
“
Overview of segment result (Overview A)
”,
are taken into
account in the segment reporting overviews.
The following segment reporting overviews are given for each property:
A.
overview of segment result (net operating income),
apportioned to the Fund’s geographic categories;
B.
overview
carrying amount of type of property, apportioned to the Fund’s
business categories;
C.
o
verview of assets apportioned to the Fund’s geographic categories
.
Since each separate property is indicated as an operating segment, most of the Fund’s assets cannot be
allocated to the operating segments. Therefore only the carrying amount of each property is reported as a
segment asset. For an overview of the carrying amount of each type of property reference is made to section
14.5.3
“
Overview carrying amount of type of property per business category (overview B)
”.
14.2
GEOGRAPHIC CATEGORIES
The Fund distinguishes the following geographic categories:
A.
Czech Republic;
B.
Slovakia;
C.
Poland;
D.
Ukraine;
E.
Bulgaria;
F.
Romania;
G.
The Netherlands;
H.
Other countries.
14.3
BUSINESS CATEGORIES
The Fund distinguishes the following business categories:
A.
Office;
B.
Retail;
C.
Residential;
D.
Land.
94
14.4
SEGMENTATION CRITERIA
The Fund uses the following segmentation criteria of its assets:
•
if the assets in an individual foreign country represent more than 1% of the total assets as at
Statement of Financial Position
’
s date, these assets shall be disclosed separately. If those assets
represent less than 1% of the total assets as at Statement of Financial Position
’s date,
these items
will be allocated as other countries
. The assets located in the Fund’s country o
f domicile are
disclosed separately, also in case these assets are less than 1% of the total assets;
•
the allocation of the property is based on the geographic location of the premises;
•
the allocation of deferred tax assets is based on the geographic location of the company which
generated the deferred tax assets;
•
the allocation of investments in associates and other equity investments is based on the business
location of the company the Fund invests in;
•
the allocation of other assets (tax assets, trade and other receivables, prepayments and deferred
expenses and cash and cash equivalents) is based on the geographic location of the debtor and / or
contracting party.
The allocation of segment results to the several geographic categories is based on the geographic location of
the premises.
95
14.5
SEGMENT RESULTS
14.5.1
Overview of segment result (overview A)
Segment
Gross
rental income
Service
charge income
Service
charge expenses
Property
operating
expenses
Subtotal net
rental &
related income
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
in € 1,000
in € 1,000
in € 1,000
in € 1,000
in € 1,000
Czech Republic:
Palmovka
313
268
128
105
-/- 97
-/- 75
-/- 77
-/- 92
267
206
Karlin
475
472
199
175
-/- 175
-/- 136
-/- 123
-/- 132
376
379
VUP
217
218
208
181
-/- 202
-/- 161
-/- 81
-/- 74
142
164
PV 10
310
312
144
140
-/- 131
-/- 103
-/- 90
-/- 95
233
254
Total Czech Republic
1,315
1,270
679
601
-/- 605
-/- 475
-/- 371
-/- 393
1,018
1,003
Slovakia:
Záhradn
í
cka
317
325
11
8
-/- 89
-/- 81
-/- 131
-/- 128
108
124
Pražská 2
27
422
-
-
-/- 10
-/- 177
-/- 15
-/- 157
2
88
Pražská 4
18
364
-
2
-/- 9
-/- 111
-/- 13
-/- 123
-/- 4
132
Letná
1,200
1,227
21
14
-/- 213
-/- 167
-/- 348
-/- 321
660
753
Vural
n.a.
409
n.a.
61
n.a.
-/- 207
n.a.
-/- 170
n.a.
93
Kosmalt
n.a.
243
n.a.
5
n.a.
-/- 139
n.a.
-/- 123
n.a.
-/- 14
Total Slovakia
1,562
2,990
32
90
-/- 321
-/- 882
-/- 507
-/- 1,022
766
1,176
Poland:
Laubitza 8
137
148
54
53
-/- 70
-/- 64
-/- 62
-/- 76
59
61
800-lecia Inowroclawia
165
162
137
156
-/- 140
-/- 135
-/- 92
-/- 92
70
91
Krzemowa
261
253
182
156
-/- 134
-/- 114
-/- 85
-/- 77
224
218
Plutona
150
117
55
37
-/- 76
-/- 65
-/- 34
-/- 56
95
33
Kalinkowa
259
233
176
151
-/- 165
-/- 155
-/- 81
-/- 110
189
119
Wojska Polskiego
274
258
203
173
-/- 162
-/- 146
-/- 89
-/- 89
226
196
Wolnosci
166
161
73
62
-/- 100
-/- 88
-/- 62
-/- 57
77
78
Grzymaly Siedleckiego
238
234
109
93
-/- 104
-/- 95
-/- 29
-/- 28
214
204
Kardyn. Wyszynskiego
171
195
123
100
-/- 108
-/- 102
-/- 61
-/- 45
125
148
Legionow
353
319
202
138
-/- 170
-/- 166
-/- 61
-/- 75
324
216
Maris
775
757
408
269
-/- 316
-/- 297
-/- 150
-/- 160
717
569
Total Poland
2,949
2,837
1,722
1,388
-/- 1,545
-/- 1,427
-/- 806
-/- 865
2,320
1,933
Ukraine:
Aisi Bela
-
-
-
-
-
-/- 2
-/- 31
-/- 30
-/- 31
-/- 32
Bulgaria:
Boyana
-
-
-
-
-
-
-/- 71
-/- 51
-/- 71
-/- 51
Inventories
-
-
-
-
-
-
-/- 79
-/- 19
-/- 79
-/- 19
Total Bulgaria
-
-
-
-
-
-
-/- 150
-/- 70
-/- 150
-/- 70
Romania:
EOS Business Park
339
n.a.
-
n.a.
-
n.a.
-/- 45
n.a.
294
n.a.
Delenco
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
-/- 26
n.a.
-/- 26
n.a.
Total Romania
339
n.a.
-
n.a.
-
n.a.
-/- 71
n.a.
268
n.a.
Grand total
6,165
7,097
2,433
2,079
-/- 2,471
-/- 2,786
-/- 1,936
-/- 2,380
4,191
4,010
96
Segment
Subtotal net
rental &
related income
Net results on
properties and
equity
investments
Other operating
income
6
Financial
expenses
7
Total segment
result
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
in € 1,000
in € 1,000
in € 1,000
in € 1,000
in € 1,000
Czech Republic:
Palmovka
267
206
-/- 20
269
-
-
-
-
247
475
Karlin
376
379
-/- 227
-/- 65
71
1
-
-
220
315
VUP
142
164
947
480
-
-
-
-
1,089
644
PV 10
233
254
-/- 35
433
-
-
-
-
198
687
Total Czech Republic
1,018
1,003
665
1,117
71
1
-
-
1,754
2,121
Slovakia:
Záhradn
í
cka
108
124
-/- 295
-/- 259
3
2
-
-
-/- 184
-/- 133
Pražská 2
2
88
-/- 92
-/- 449
-
-
-
-
-/- 90
-/- 361
Pražská 4
-/- 4
132
-/- 66
-/- 271
-
-
-
-
-/- 70
-/- 139
Letná
660
753
-/- 261
76
413
-
-
-
812
829
Vural
n.a.
93
n.a.
-/- 765
n.a.
-
n.a.
-
n.a.
-/- 672
Kosmalt
n.a.
-/- 14
n.a.
-/- 31
n.a.
-
n.a.
-
n.a.
-/- 45
Total Slovakia
766
1,176
-/- 714
-/- 1,699
416
2
-
-
468
-/- 521
Poland:
Laubitza 8
59
61
-/- 66
-/- 227
-
-
-
-
-/- 7
-/- 166
800-lecia Inowroclawia
70
91
-/- 96
425
-
-
-
-
-/- 26
516
Krzemowa
224
218
-/- 48
208
-
-
-
-
176
426
Plutona
95
33
-/- 80
273
-
-
-
-
15
306
Kalinkowa
189
119
77
229
-
-
-
-
266
348
Wojska Polskiego
226
196
-/- 54
-/- 3
-
-
-
-
172
193
Wolnosci
77
78
-/- 70
362
-
-
-
-
7
440
Grzymaly Siedleckiego
214
204
-/- 403
9
-
-
8
11
-/- 197
202
Kardyn. Wyszynskiego
125
148
-/- 252
517
-
2
20
23
-/- 147
644
Legionow
324
216
-/- 157
486
-
-
48
50
119
652
Maris
717
569
-/- 342
401
-
-
-
-
375
970
Total Poland
2,320
1,933
-/- 1,491
2,705
-
2
76
84
753
4,531
Ukraine:
Aisi Bela
-/- 31
-/- 32
-/- 1,959
-/- 75
-
-
-
-
-/- 1,990
-/- 107
Bulgaria:
Boyana
-/- 71
-/- 51
-/- 1,829
-/- 21
-
-
-
-
-/- 1,900
-/- 72
Inventories
-/- 79
-/- 19
41
-/- 53
-
-
-
-
-/- 38
-/- 72
Total Bulgaria
-/- 150
-/- 70
-/- 1,788
-/- 74
-
-
-
-
-/- 1,938
-/- 144
Romania:
EOS Business Park
294
n.a.
710
n.a.
-
n.a.
-
n.a.
1,004
n.a.
Delenco
-/- 26
n.a.
-/- 68
n.a.
n.a.
n.a.
n.a.
n.a.
-/- 94
n.a.
Total Romania
268
n.a.
642
n.a.
-
n.a.
-
n.a.
910
n.a.
Grand total
4,191
4,010
-/- 4,645
1,949
487
5
76
84
-/- 43
5,880
6
Other operating income relates solely to penalties for early termination of rental contracts.
7
Financial expenses relate solely to interest expense on lease liabilities.
97
14.5.2
Reconciliation segment result with profit for the period
The reconciliation between the total segment results as calculated in section 14.5.1
“Overview of segment
result (overview A)”
with the profit for the period, as stated in the Consolidated Income Statement, is made
below.
2022
2021
in € 1,000
in € 1,000
Total segment result (overview A)
-/- 43
5,880
Unallocated income:
Financial income
262
1,121
Other operating income
513
24
Less: early termination of rental contracts (allocated)
-/- 487
-/- 5
Subtotal unallocated income
288
1,140
Unallocated expenses:
Administrative expenses
705
648
Other operating expenses
1,348
1,281
Financial expenses
2,208
2,150
Less: interest expense on lease liabilities (allocated)
-/- 76
-/- 84
Subtotal unallocated expenses
4,185
3,995
Profit before income tax
-/- 3,940
3,025
Income tax expense
410
-/- 109
Profit for the period
-/- 4,350
3,134
98
14.5.3
Overview carrying amount of type of property
8
per business category
9
(overview B)
31-12-2022
31-12-2021
Segment
Carrying
amount
Carrying
amount
In € 1,000
In € 1,000
Office:
Palmovka
3,597
3,458
Karlin
6,220
6,231
VUP
Sold
3,150
PV 10
6,651
6,476
Záhradnícka
3,786
4,054
Pražská 2
Sold
2,316
Pražská 4
Sold
2,234
Letná
12,810
13,100
Maris
9,040
9,220
EOS Business Park
5,346
-
Total office
47,450
50,239
Retail:
Laubitza 8
1,670
1,730
800-lecia Inowroclawia
2,670
2,750
Krzemowa
3,180
3,230
Plutona
1,900
1,970
Kalinkowa
2,700
2,610
Wojska Polskiego
3,310
3,370
Wolnosci
1,640
1,710
Grzymaly Siedleckiego
1,370
1,720
Kardyn. Wyszynskiego
2,160
2,370
Legionow
3,080
3,220
Total retail
23,680
24,680
Residential:
Inventories Boyana
1,835
1,765
Land:
Aisi Bela
958
3,387
Boyana
2,991
4,820
Total land
3,949
8,207
Grand total
76,914
84,891
14.5.4
Major tenants
The Fund reports one tenant (2021: one) with a gross rental income more than 10%
(i.e. € 8
05,000) of the
Fund’s total gross rental income.
This tenant, AT&T Global Network Services Slovakia s.r.o., is a tenant in the
Letná building, located in
Košice
, Slovakia.
8
Right-of-use assets excluded.
9
Based on main purpose of the property.
99
14.5.5
Overview of geographic assets (overview C)
Czech Republic
Slovakia
Poland
Ukraine
Bulgaria
31-12-2022
31-12-2021
31-12-2022
31-12-2021
31-12-2022
31-12-2021
31-12-2022
31-12-2021
31-12-2022
31-12-2021
in € 1,000
in € 1,000
in € 1,000
in € 1,000
in € 1,000
Investment property
16,468
19,315
12,810
17,154
34,014
35,297
-
688
-
4,820
Investment property under development
-
-
-
-
-
-
958
2,699
-
-
Investments in associates
-
n.a.
-
n.a.
-
n.a.
-
n.a.
-
n.a.
Derivative financial instruments
-
293
-
-
-
-
-
-
-
-
Deferred tax assets
-
-
-
-
432
427
-
119
-
59
Inventories
-
-
-
-
-
-
-
-
1,835
1,765
Tax assets
-
-
509
-
49
87
-
-
3
-
Trade and other receivables
1,006
60
237
454
201
263
-
-
-
-
Prepayments and deferred expenses
39
78
42
102
122
163
3
4
-
-
Cash and cash equivalents
1,374
318
249
273
1,196
931
16
1
2
14
Assets held for sale
-
-
3,786
4,550
-
-
-
-
2,991
-
18,887
20,064
17,633
22,533
36,014
37,168
977
3,511
4,831
6,658
Romania
The Netherlands
Other countries
Total
31-12-2022
31-12-2021
31-12-2022
31-12-2021
31-12-2022
31-12-2021
31-12-2022
31-12-2021
in € 1,000
in € 1,000
in € 1,000
in € 1,000
Investment property
5,346
4,820
-
-
-
-
68,638
77,274
Investment property under development
-
-
-
-
-
-
958
2,699
Investments in associates
3,587
n.a.
-
n.a.
-
n.a.
3,587
n.a.
Derivative financial instruments
-
-
-
-
479
-
479
293
Deferred tax assets
-
59
-
-
-
-
432
605
Inventories
-
1,765
-
-
-
-
1,835
1,765
Tax assets
2
-
-
-
-
-
563
87
Trade and other receivables
144
-
-
-
408
422
1,996
1,199
Prepayments and deferred expenses
5
-
3
3
-
-
214
350
Cash and cash equivalents
70
14
1,833
207
-
-
4,740
1,744
Assets held for sale
-
-
-
-
-
-
6,777
4,550
9,154
6,658
1,836
210
887
422
90,219
90,566
100
15
NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
15.1
SUBSIDIARIES
15.1.1
Consolidated subsidiaries
All subsidiaries of the Fund have been included in the consolidation. These are as follows:
31-12-2022
Name of subsidiary
Registered
office
Country of
incorporation
Proportion
of shares
held by the
Parent
Proportion
of shares
held by the
Group
In %
In %
Arcona Capital RE Bohemia s.r.o.
Prague
Czech Republic
100.0
n.a.
Arcona Capital RE Slovakia s.r.o.
Bratislava
Slovakia
100.0
n.a.
Arcona Capital Real Estate Poland Sp. z o.o.
Warsaw
Poland
100.0
n.a.
Arcona Capital Real Estate Trio Sp. z o.o.
Warsaw
Poland
100.0
n.a.
Arcona Real Estate B.V.
Amsterdam
The Netherlands
100.0
n.a.
Arcona Poland B.V.
Amsterdam
The Netherlands
n.a.
100.0
Arcona Poland B.V. Project 5 Sp.k.
Warsaw
Poland
n.a.
100.0
Aisi Bela LLC
Kiev
Ukraine
100.0
n.a.
Boyana Residence E.O.O.D.
Sofia
Bulgaria
100.0
n.a.
Arcona Capital Real Estate Bulgaria Ltd.
Sofia
Bulgaria
100.0
n.a.
Arcona Black Sea Real Estate B.V.
Amsterdam
The Netherlands
100.0
n.a.
N-E Real Estate Park First Phase S.r.l.
Bucharest
Romania
n.a.
100.0
31-12-2021
Name of subsidiary
Registered
office
Country of
incorporation
Proportion
of shares
held by the
Parent
Proportion
of shares
held by the
Group
In %
In %
Arcona Capital RE Bohemia s.r.o.
Prague
Czech Republic
100.0
n.a.
Arcona Capital RE Slovakia s.r.o.
Bratislava
Slovakia
100.0
n.a.
Arcona Capital Real Estate Poland Sp. z o.o.
Warsaw
Poland
100.0
n.a.
Arcona Capital Real Estate Trio Sp. z o.o.
Warsaw
Poland
100.0
n.a.
Arcona Real Estate B.V.
Amsterdam
The Netherlands
100.0
n.a.
Arcona Poland B.V.
Amsterdam
The Netherlands
n.a.
100.0
Arcona Poland B.V. Project 5 Sp.k.
Warsaw
Poland
n.a.
100.0
Aisi Bela LLC
Kiev
Ukraine
100.0
n.a.
Boyana Residence E.O.O.D.
Sofia
Bulgaria
100.0
n.a.
Arcona Capital Real Estate Bulgaria Ltd.
Sofia
Bulgaria
n.a.
n.a.
Arcona Black Sea Real Estate B.V.
Amsterdam
The Netherlands
100.0
n.a.
N-E Real Estate Park First Phase S.r.l.
Bucharest
Romania
n.a.
n.a.
15.1.2
Subsidiaries incorporated during the financial period
During the financial period the Fund incorporated no subsidiaries.
101
15.1.3
Subsidiaries acquired during the financial period
During the financial period the Fund acquired the following subsidiaries:
Subsidiary
Interest
Date of acquisition
In %
N-E Real Estate Park First Phase s.r.l.
100.0
June 21, 2022
The acquisitions during the financial period are not determined as a business combination (IFRS 3), but as an
asset acquisition. Therefore the result on acquisition of the identifiable assets acquired and liabilities assumed
are attributed to the acquired properties.
15.1.3.1
Acquisition of N-E Real Estate Park First Phase S.r.l.
The following table summarises the recognised amounts at fair value of assets acquired and liabilities assumed
at the date of acquisition, as well as the result on acquisition. The result on acquisition relates to the amount
by which the balance of the identifiable net assets acquired exceeds the consideration paid, including
acquisition-related costs. This surplus is attributed to the acquired properties.
21-06-2022
Identifiable assets acquired
and liabilities assumed
Recognised fair
values on
acquisition
Fair value
adjustments
Acquisition
carrying
amount
In € 1,000
In € 1,000
In € 1,000
Investment property
5,346
-/- 704
4,642
Tax assets
3
-
3
Trade and other receivables
83
-
83
Prepayments and deferred expenses
17
-
17
Cash and cash equivalents
50
-
50
Loans and borrowings
-/- 3,276
-
-/- 3,276
Tax liabilities
-/- 17
-
-/- 17
Deferred tax liabilities
-/- 704
704
0
Trade and other payables
-/- 29
-
-/- 29
Net identifiable assets acquired, and liabilities assumed
1,473
-
1,473
Result on acquisition
21-06-2022
In € 1,000
Balance of identifiable net assets and liabilities acquired
1,473
Consideration paid (by issuance of shares of the Parent Company)
-/- 1,473
Acquisition-related costs
-
Result on acquisition
-
15.1.4
Subsidiaries sold during the period
During the financial period the Fund sold no subsidiaries.
102
15.2
INVESTMENT PROPERTY
15.2.1
Analysis of investment property
31-12-2022
31-12-2021
In €
1,000
In € 1,000
Owned investment property (lease incentives excluded)
67,204
75,668
Lease incentives
140
209
Owned investment property
67,344
75,877
Right-of-use assets
1,294
1,397
68,638
77,274
15.2.2
Analysis of owned investment property
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Buildings (including underground)
67,344
70,369
Land plots
-
5,508
67,344
75,877
103
15.2.3
Specification of owned investment property
Name of property
Address
31-12-2022
31-12-2021
In €
1,000
In € 1,000
In ownership of Arcona Capital RE Bohemia s.r.o. (Czech Republic)
Palmovka
Na Žertvách 34, Prague
3,597
3,458
Karlin
Prvního Pluku 621/8a, Prague
6,220
6,231
VUP
Šujanovo námĕsti 3, Brno
Sold
3,150
PV 10
Politických Vězň
u 10, Prague
6,651
6,476
Subtotal
16,468
19,315
In ownership of Arcona Capital RE Slovakia s.r.o. (Slovakia)
Záhradnícka
Záhradnícka 46, Bratislava
n.a.
4,054
Letná
Letná 45, Ko
š
ice
12,810
13,100
Subtotal
12,810
17,154
In ownership of Arcona Capital Real Estate Poland Sp. z o.o. (Poland)
Laubitza
Laubitza 8, Inowroclaw
1,670
1,730
Lecia Inowroclawia
800-lecia Inowroclawia 27, Inowroclaw
2,670
2,750
Krzemowa
Krzemowa 1, Gdansk
3,180
3,230
Plutona
Plutona 1, Glogow
1,900
1,970
Kalinkowa
Kalinkowa 82, Grudziadz
2,700
2,610
Wojska Polsiekgo
Wojska Polskiego 137, Piotrkow Trybunalski
3,310
3,370
Wolnosci
Wolnosci 6, Slupsk
1,640
1,710
Subtotal
17,070
17,370
In ownership of Arcona Capital Real Estate Trio Sp. z o.o. (Poland)
Grzymaly Siedleckiego
Grzymaly Siedleckiego 20, Bydgoszcz
1,370
1,720
Kardynala Wyszynskiego
Kardynala Wyszynskiego 107, Lodz
2,160
2,370
Legionow
Legionow 216, Torun
3,080
3,220
Subtotal
6,610
7,310
In ownership of Arcona Capital Poland B.V. Project 5 Sp.k. (Poland)
Maris
Holdu Pruskiego 9 & 12 Malopolska 12,
Szczecin
9,040
9,220
In ownership of Aisi Bela LLC (Ukraine)
Balabino Project
Territory of Balabynska Village Council,
Zaporizkyi District, Zaporizhzhia Region
0
688
In ownership of Boyana Residence E.O.O.D. (Bulgaria)
Boyana
Gardova Glava, Boyana
n.a.
4,820
In ownership of N-E Real Estate Park First Phase S.r.l. (Romania)
EOS Business Park
Strada Nicolae Cânea 140-160, Bucharest
5,346
-
67,344
75,877
104
15.2.4
Statement of changes in owned investment property
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
75,877
75,674
Acquisitions
4,642
41
Additions
365
314
Fair value adjustments
-/- 3,737
3,508
Exchange rate differences
458
1,069
Disposals
-
-/- 9
Reclassification (to assets held for sale)
-/- 10,261
-/- 4,720
Balance as at 31 December
67,344
75,877
The
“
Acquisitions
”
amounting to €
4,642,000 pertains to the acquisition of EOS Business Park (Romania),
completed as of June 21, 2022.
On the other hand, the
“
Reclassification (to assets held for sale)
”
amounting to a negative €
10,261,000, is
attributed to the properties VUP (Czech Republic), Záhradnicka (Slovakia), and Boyana (Bulgaria) which have
been reclassified as assets held for sale. For further reference, please see section 15.13.4
“
Statement of
changes in owned investment property held for sale
”
.
15.2.5
Valuation of owned investment property
The owned investment property, stated under section 15.2.3
“
Specification of owned investment property
”,
was valued by an external, independent appraiser as at Statement of Financial Position
’s date
, with the
exception of the Zaporizhzhia plot and the Odessa plot, both in Ukraine. For the Odessa plot an internal
valuation was undertaken with reference to an external expert report. For further reference, please see
paragraph Invasion of Ukraine by Russia in section 13.3.
For the Zaporizhzhia plot the Managing Board resolved, considering the current situation in Ukraine and the
proximity of the site to the current front lines, to write down the value of the land plot prudently to zero. The
situation will be reviewed regularly
in consultation with the Fund’s local advisors.
The valuations are prepared for accounting purposes and are in accordance with relevant IFRS regulations.
15.2.6
Specification of right-of-use assets
Nature of right-of-use asset
Related to owned investment property
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Right-of-use held by Arcona Capital Real Estate Trio Sp. z o.o. (Poland)
Land lease
Grzymaly Siedleckiego
114
164
Land lease
Kardynala Wyszynskiego
342
381
Land lease
Legionow
838
852
1,294
1,397
15.2.7
Statement of changes in right-of-use assets
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
1,397
1,494
Fair value adjustments
-/- 103
-/- 97
Balance as at 31 December
1,294
1,397
105
15.2.8
Valuation of right-of-use assets
The right-of-use assets, stated under section 15.2.6
“Specification of right
-of-
use assets”, were not valued by
an external, independent appraiser as at Statement of Financial Position’s date.
Right-of-use assets are initially
measured at cost, which compromises the initial amount of the lease liability adjusted by the amount of any
prepaid or accrued lease payment, less any lease incentives received. The right-of-use asset is subsequently
measured at fair value (subject to certain exceptions), less accumulated depreciation and impairment losses.
The right-of-use asset will additionally be adjusted for any remeasurement of the lease liability, when
applicable.
The Managing Board is of the opinion the above method is the most appropriate approach to the valuation of
right-of-use assets as required by IFRS 16.
15.2.9
Transactions with related parties
The property sale and purchase transactions executed during the financial period were not executed with
parties affiliated with the Managing Board or the Fund.
15.2.10 Sensitivity analysis
The appraisal of the buildings including underground, hereinafter referred to as the Portfolio implies an average
weighted
“
Reversion Yield
”
of 8.1% (December 31, 2021: 8.5%).
In case the yields used for the appraisals of the Portfolio as at Statement of Financial Position
’s date
had been
50 basis points higher, the value of the Portfolio would have decreased by 6.5% (December 31, 2021: 6.5%).
In this situation, the Group
equity would have been €
3,843,000 lower (December 31, 2021
: €
4,030,000 lower).
In case the yields used for the appraisals of the Portfolio as at Statement of Financial Position
’s date
had been
50 basis points lower, the value of the Portfolio would have increased by 7.5% (December 31, 2021: 7.4%). In
this situation, the Group
equity would have been €
4,415,000 higher (December 31, 2021
: €
4,602,000 higher).
A sensitivity analysis with possible changes in Yield and Estimated Rental Value (
ERV
) results in the following
changes in portfolio value:
31-12-2022
Change in
Change in yield
ERV
-/- 0.50%
-/- 0.25%
0.00%
0.25%
0.50%
-/- 5.0%
2.8%
-/- 0.9%
-/- 4.3%
-/- 7.5%
-/- 10.5%
-/- 2.5%
5.1%
1.4%
-/- 2.1%
-/- 5.5%
-/- 8.5%
0.0%
7.5%
3.6%
0.0%
-/- 3.4%
-/- 6.5%
2.5%
9.8%
5.9%
2.1%
-/- 1.3%
-/- 4.5%
5.0%
12.1%
8.1%
4.3%
0.8%
-/- 2.5%
31-12-2021
Change in
Change in yield
ERV
-/- 0.50%
-/- 0.25%
0.00%
0.25%
0.50%
-/- 5.0%
2.7%
-/- 0.9%
-/- 4.3%
-/- 7.5%
-/- 10.5%
-/- 2.5%
5.1%
1.4%
-/- 2.1%
-/- 5.4%
-/- 8.5%
0.0%
7.4%
3.6%
0.0%
-/- 3.3%
-/- 6.5%
2.5%
9.7%
5.8%
2.1%
-/- 1.3%
-/- 4.5%
5.0%
12.1%
8.1%
4.3%
0.8%
-/- 2.5%
The ERV
is the external appraisers’ opinion as to the open market rent which, on the date of valuation, could
reasonably be expected to be obtained on a new letting or rent review of an investment property.
106
15.3
INVESTMENT PROPERTY UNDER DEVELOPMENT
15.3.1
Specification of investment property under development
Name of property
Address
31-12-2022
31-12-2021
In € 1,000
In € 1,000
In ownership of Aisi Bela LLC (Ukraine)
Bela Logistic Park
Territory of Nerubaiske Village Council,
Biliayivskyi District, Odesa Region
958
2,699
15.3.2
Statement of changes in investment property under development
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
2,699
2,409
Fair value adjustments
-/- 1,341
-/- 7
Exchange rate differences
-/- 400
297
Balance as at 31 December
958
2,699
15.3.3
Valuation of investment property under development
The investment property under development, stated under section 15.3.1 “Specification of investment property
under
development”, w
as based on the internal valuation as at the
Statement of Financial Position’s date. The
fair values of investment property under development are primarily derived using the “
Market approach
”
based
on comparable properties in the market.
An external, independent expert stated that there is a much greater than usual degree of uncertainty in respect
of the reported value. There are two major external risks:
1.
The lack of quality data due to severe market disruptions in several sectors. As of the valuation date,
the appraiser is faced with an unprecedented set of circumstances caused by war and a lack of
relevant and sufficient market evidence to base their judgments on.
2.
The value is likely to be volatile over time. Given the unknown future impact of the war on the real
estate market, the expert recommends that the Managing Board frequently review the valuation of
the land plot.
Based on above the Managing Board decided to value the land plot at one-third (in original currency) of the
valuation (which was valued by an external, independent appraiser) as at December 31, 2021. This amount
corresponds approximately to the analysis according to the expert report as at Statement of Financial
Positio
n’s date.
107
15.4
INVESTMENTS IN ASSOCIATES
15.4.1
Specification of investments in associates
Name of project
Name of associate
Country
Asset type
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Delea Nuova Project
Lelar Holdings Limited and
S.C. Delenco Construct S.r.l.
Romania
Office
building
3,587
n.a.
31-12-2022
29-03-2022 to 31-12-2022
Name of project
Proportion
of shares
held by the
Group
Total
assets
Total
liabilities
Net rental
and related
income
Valuation
result of
properties
Profit for
the period
In %
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
Delea Nuova
Project
24.35
17,281
2,555
1,056
-/- 1,240
-/- 391
As of March 29, 2022, the Fund had acquired a 21.18% share in Lelar Holdings Limited, through its subsidiary
Arcona Black Sea Real Estate B.V. Subsequently, on June 15, 2022, the Fund acquired an additional 3.17%
share in Lelar Holdings Limited, also through its subsidiary. As a result, the total interest in Lelar Holdings
Limited as of the Statement of Financial Position date amounted to 24.35%.
The fair value of the Fund’s share in Lelar Holdings Limited at acquisition’s date amounted to € 3,655,000. The
acquisition of Lelar Holdings Limited was paid through share-based payments. The agreed value of the share-
based payments amounted to € 4,293,00
0 (362,688 registered shares against a weighted average price of
€ 11.84). Besides there is a still payable amount of € 73,000 (see also section 19.9.7 “Acquisitions through
share-
based payments”). T
here was a IFRS 2.10 negative booking effect of
€ 711,00
0 (see also section 19.1.2
“Statement of changes in investments in group companies”).
15.4.2
Statement of changes in investments in associates
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
-
-
Acquisitions
3,655
-
Share of results of investments in associates
-/- 68
-
Balance as at 31 December
3,587
-
15.5
DERIVATIVE FINANCIAL INSTRUMENTS
15.5.1
Specification of derivative financial instruments
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of derivative financial instruments
372
141
Current part of derivative financial instruments
107
152
479
293
108
15.5.2
Specification of derivative financial instruments
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Interest rate swaps used for hedging
479
293
109
15.6
RECOGNISED DEFERRED TAXES
15.6.1
Specification of recognised deferred taxes
31-12-2022
Recognised
deferred tax
assets
Recognised
deferred tax
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Owned investment property
467
3,367
-/- 2,900
Receivables from shareholders and other group companies
-
97
-/- 97
Subtotal non-current investments
467
3,464
-/- 2,997
Tax losses (carried forward)
209
-
209
Trade and other receivables
19
7
12
Prepayments and deferred expenses
17
8
9
(Interest) receivables from shareholders and group companies
-
34
-/- 34
Assets held for sale
-
176
-/- 176
Loans and borrowings
36
-
36
Loans due to shareholders and other group companies
118
-
118
Interest due to shareholders and other group companies
87
-
87
Derivative financial instruments
-
71
-/- 71
Trade and other payables
56
-
56
Deferred taxes before set-off
1,009
3,760
-/- 2,751
Set-off deferred taxes
-/- 577
-/- 577
-
432
3,183
-/- 2,751
31-12-2021
Recognised
deferred tax
assets
Recognised
deferred tax
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Owned investment property
498
3,521
-/- 3,023
Receivables from shareholders and other group companies
-
71
-/- 71
Subtotal non-current investments
498
3,592
-/- 3,094
Tax losses (carried forward)
446
-
446
Trade and other receivables
12
1
11
Prepayments and deferred expenses
13
14
-/- 1
(Interest) receivables from shareholders and group companies
-
13
-/- 13
Assets held for sale
-
339
-/- 339
Loans and borrowings
-
9
-/- 9
Loans due to shareholders and other group companies
16
-
16
Interest due to shareholders and other group companies
89
-
89
Derivative financial instruments
-
65
-/- 65
Trade and other payables
52
-
52
Deferred income and tenant deposits
-
2
-/- 2
Deferred taxes before set-off
1,126
4,035
-/- 2,909
Set-off deferred taxes
-/- 521
-/- 521
-
605
3,514
-/- 2,909
110
15.6.2
Analysis of recognised deferred taxes
31-12-2022
31-12-2021
In € 1,000
In €
1,000
Will expire
112
256
Will never expire
-/- 2,863
-/- 3,165
-/- 2,751
-/- 2,909
An allocation of the recognised deferred tax assets to the various geographic segments is presented in section
14.5.5
“
Overview of geographic assets (overview C
)”.
15.6.3
Analysis of recognised deferred tax assets concerning tax losses (carried forward)
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Expires in 2025
112
187
Expires in 2026
-
69
Subtotal will expire
112
256
Will never expire
97
190
209
446
Based on the tax forecast the Managing Board expects (taking into account local tax law and regulations) that
in the future there will be sufficient taxable profit to set-off these recognised tax losses.
15.6.4
Statement of changes in recognised deferred taxes
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
-/- 2,909
-/- 3,966
Adjustments related to prior years
-/- 42
4
Additions as a result of acquisitions
-/- 704
-
Additions / withdrawals
945
1,078
Change in tax rate
-
-/- 1
Exchange rate differences
-/- 41
-/- 24
Balance as at 31 December
-/- 2,751
-/- 2,909
111
15.7
UNRECOGNISED DEFERRED TAXES
15.7.1
Specification of unrecognised deferred taxes
31-12-2022
Unrecognised
deferred tax
assets
Unrecognised
deferred tax
liabilities
Total
In €
1,000
In € 1,000
In € 1,000
Owned investment property
3
591
-/- 588
Investment property under development
351
-
351
Receivables from shareholders and group companies
489
-
489
Tax losses (carried forward)
2,491
-
2,491
Inventories
41
-
41
Trade and other receivables
6
-
6
(Interest) receivables from shareholders and other
group companies
23
-
23
Assets held for sale
124
-
124
Loans due to shareholders and other group companies
-
-
-
Trade and other payables
1
-
1
Interest due to shareholders and other
group companies
90
-
90
3,619
591
3,028
31-12-2021
Unrecognised
deferred tax
assets
Unrecognised
deferred tax
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Owned investment property
-
179
-/- 179
Investment property under development
174
-
174
Tax losses (carried forward)
2,294
-
2,294
Inventories
48
-
48
Trade and other receivables
5
-
5
Loans due to shareholders and other group companies
65
-
65
Trade and other payables
15
-
15
Interest due to shareholders and other
group companies
88
-
88
2,689
179
2,510
112
15.7.2
Analysis of unrecognised deferred taxes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Will expire
258
228
Will never expire
2,770
2,282
3,028
2,510
15.7.3
Analysis of unrecognised deferred tax assets concerning tax losses (carried forward)
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Expires in 2022
-
82
Expires in 2023
22
22
Expires in 2024
11
11
Expires in 2025
53
21
Expires in 2026
116
92
Expires in 2027
56
-
Subtotal will expire
258
228
Will never expire
2,233
2,066
2,491
2,294
The Managing Board expects (taking into account local tax law and regulations) that in the future there will be
insufficient taxable profit to set-off these unrecognised tax losses. The unrecognised deferred tax assets
concerning tax losses (carried forward) which will never expire relates mainly to tax losses of the Parent
Company. Mainly as a result of applying the participation exemption in the Netherlands it is expected the
Parent Company will not generate taxable profits in the (near) future. Therefore the Managing Board is of the
opinion no deferred tax assets can be recognised for these tax losses (carried forward).
15.7.4
Statement of changes in unrecognised deferred taxes
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
2,510
2,597
Adjustments related to prior years
8
-/- 20
Additions as a result of acquisitions
-/- 591
-
Additions / withdrawals
1,209
-/- 600
Change in tax rate
4
484
Exchange rate differences
-/- 112
49
Balance as at 31 December
3,028
2,510
15.8
TAX ASSETS
15.8.1
Specification of tax assets
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of tax assets
-
-
Current part of tax assets
563
87
563
87
113
15.8.2
Specification of tax assets
31-12-2022
31-12-2021
In € 1,000
In €
1,000
Corporate income tax (
CIT
)
558
72
Value added tax (
VAT
)
3
15
Property tax
2
-
563
87
15.9
TRADE AND OTHER RECEIVABLES
15.9.1
Analysis of trade and other receivables
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of trade and other receivables
650
490
Current part of trade and other receivables
1,346
709
1,996
1,199
15.9.2
Specification of trade and other receivables
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Trade receivables
353
516
Debt Service Reserve Account (
DSRA
)
650
490
Sold properties
877
-
Receivables Secure Management S.r.l.
-
114
Termination derivative financial instruments (interest rate swaps)
78
-
Receivables SPDI
8
8
Interest income
6
-
Invoiceable amounts
5
15
Other trade and other receivables
19
56
1,996
1,199
The “Sold properties” for the amount of € 877,000 relates to the
remaining part of the sold property VUP (Czech
Republic). This amount was received during the first quarter 2023.
The “Receivables SPDI”
for the amount of
€ 8,000 relates to an overpayment as a result of withholding tax.
15.9.3
Analysis of trade receivables
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Trade receivables (gross)
800
957
Total expected credit losses for trade receivables
-/- 447
-/- 441
353
516
114
15.9.4
Provision for doubtful trade receivables
The Fund always measures the loss allowance for trade receivables at an amount equal to lifetime expected
credit losses. The Fund has chosen to apply the “simplified model” for the calculation of the loss allowance for
trade receivables. The expected credit loss-rate is based on historical information (chosen is a 5-year history),
whereby the historical default loss percentage is adjusted for forecast information. The Fund presumed that
all trade receivables are homogenous. Usually, the Fund has recognised a loss allowance of 100% for
collective assessed expected credit losses with regard to trade receivables over one year past due (after
reduction of recoverable value added tax), because historical experience has indicated that these trade
receivables are generally not recoverable.
There has been no change in the estimation techniques or significant assumptions made during the current
reporting period.
The Fund writes-off on a trade receivable when there is information indicating the debtor is in severe financial
difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed into liquidation
or has entered into bankruptcy proceedings.
15.9.5
Risk profile of trade receivables
The following table details the risk
profile of trade receivables based on the Fund’s provision matrix.
31-12-2022
Not
past
due
Up to
1 month
past due
1 to
3 months
past due
3 months
to 1 year
past due
More
than 1
year
past due
Total
Expected credit loss rate
2.7%
3.6%
9.1%
29.0%
99.3%
Trade receivables (gross)
(in € 1,000)
185
112
44
31
428
800
Collective assessed expected credit
losses (in € 1,000)
-/- 5
-/- 4
-/- 4
-/- 9
-/- 425
-/- 447
Individually assessed expected
credit losses (in € 1,000)
-
Trade receivables (net) (in € 1,000)
353
31-12-2021
Not
past
due
Up to
1 month
past due
1 to
3 months
past due
3 months
to 1 year
past due
More
than 1
year
past due
Total
Expected credit loss rate
4.5%
3.3%
7.3%
18.8%
100.0%
Trade receivables (gross)
(in € 1,000)
178
120
150
112
397
957
Collective assessed expected credit
losses (in € 1,000)
-/- 8
-/- 4
-/- 11
-/- 21
-/- 397
-/- 441
Individually assessed expected
credit losses (in € 1,000)
-
Trade
receivables (net) (in € 1,000)
516
115
15.9.6
Movement in lifetime expected credit losses for trade receivables
The following table shows the movement in lifetime expected credit losses that has been recognised for trade
and other receivables in accordance with the
“
simplified approach
”
as set out in IFRS 9.
2022
Collective
assessed
expected credit
losses
Individually
assessed
expected credit
losses
Total expected
credit losses
In € 1,000
In € 1,000
In € 1,000
Balance as at 1 January
441
-
441
Additions as a result of acquisitions
7
-
7
Amounts written-off
-/- 63
-
-/- 63
Amounts recovered
-/- 92
-
-/- 92
Change in loss allowance due to new trade and
other receivables originated net of those
derecognised due to settlement
155
-
155
Exchange rate differences
-/- 1
-
-/- 1
Balance as at 31 December
447
-
447
2021
Collective
assessed
expected credit
losses
Individually
assessed
expected credit
losses
Total expected
credit losses
In € 1,000
In € 1,000
In € 1,000
Balance as at 1 January
821
-/- 96
725
Amounts written-off
-/- 470
75
-/- 395
Amounts recovered
-/- 56
-
-/- 56
Change in loss allowance due to new trade and
other receivables originated net of those
derecognised due to settlement
141
21
162
Exchange rate differences
5
-
5
Balance as at 31 December
441
-
441
15.10
PREPAYMENTS AND DEFERRED EXPENSES
15.10.1
Analysis of prepayments and deferred expenses
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of prepayments and deferred expenses
-
23
Current part of prepayments and deferred expenses
214
327
214
350
116
15.10.2
Specification of prepayments and deferred expenses
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Deferred expenses
97
177
Prepayments
117
173
214
350
15.11
CASH AND CASH EQUIVALENTS
The cash and cash equivalents are at the free disposal of the Fund, with the exception of
€
481,000
(December 31, 2021
: €
183,000), which amount is retained on
reserve accounts (e.g. “Security Deposit
Account”, “Repair Reserve Account” and “CAPEX Account”)
.
15.11.1
Specification of cash and cash equivalents
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Bank balances
4,579
1,561
Deposits
161
183
4,740
1,744
15.12
INVENTORIES
15.12.1
Analysis of inventories
31-12-2022
31-12-2021
Name of inventory
Address
Quantity
Carrying
amount
Quantity
Carrying
amount
In € 1,000
In € 1,000
In ownership of Boyana Residence E.O.O.D.
(Bulgaria)
Apartment 1-D
Residential Complex
Gardova Glava, Boyana
7
367
7
367
Apartment 3-C
Residential Complex
Gardova Glava, Boyana
6
426
6
426
Apartment 7-D
Residential Complex
Gardova Glava, Boyana
5
305
5
305
Apartment 8-E
Residential Complex
Gardova Glava, Boyana
8
482
8
482
Parking places
Residential Complex
Gardova Glava, Boyana
63
255
63
185
1,835
1,765
117
15.12.2
Statement of changes in inventories
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
1,765
1,818
(Reversal of) impairments
70
-/- 53
Balance as at 31 December
1,835
1,765
The fair value of the inventories as at Statement of Financial P
osition’s date
is
€
3,256,000
(December 31, 2021
: €
2,070,000).
15.13
ASSETS HELD FOR SALE
15.13.1
Analysis of assets held for sale
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Owned investment property held for sale
6,777
4,550
15.13.2
Analysis of owned investment property held for sale
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Buildings (including underground)
3,786
4,550
Land plots
2,991
-
6,777
4,550
15.13.3
Specification of owned investment property held for sale
Name of property
Address
31-12-2022
31-12-2021
In € 1,000
In € 1,000
In ownership of Arcona Capital RE Bohemia s.r.o. (Czech Republic)
VUP
Šujanovo námĕsti 3, Brno
Sold
n.a.
In ownership of Arcona Capital RE Slovakia s.r.o. (Slovakia)
Záhradnícka
Záhradnícka 46, Bratislava
3,786
n.a.
Pražská
2
Pražská 2
, Ko
š
ice
Sold
2,316
Pražská
4
Pražská
4, Ko
š
ice
Sold
2,234
Subtotal
3,786
4,550
In ownership of Boyana Residence E.O.O.D. (Bulgaria)
Boyana
Gardova Glava, Boyana
2,991
n.a.
6,777
4,550
The Fund has identified the properties listed above as owned investment property held for sale. Within the
financial period, three of these properties (VUP,
Pražská 2, and Pražská 4) were successfully sold.
On August 18, 2022, VUP was sold for €
4,350,000 (CZK 106,744,000). Additionally, Pražská 2 and Pražská
4 were sold for a combined total of €
4,550,000 on January 19, 2022.
118
15.13.4
Statement of changes in owned investment property held for sale
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
4,550
9,861
Reclassification (from owned investment property)
10,261
4,720
Additions
71
172
Fair value adjustments
795
-/- 1,343
Disposals
-/- 8,900
-/- 8,860
Balance as at 31 December
6,777
4,550
The amount of €10,261,000 was reclassified from owned investment
property and pertains to the following
properties: VUP in Czech Republic, Záhradnicka in Slovakia, and Boyana in Bulgaria. This reclassification is
described in section 15.2.4 of the
“
Statement of Changes in Owned Investment Property
”
.
15.13.5
Valuation of owned investment property held for sale
The owned investment property held for sale, as listed in section 15.13.3
“
Specification of Owned Investment
Property Held for Sale
”
, has been valued by an external, independent appraiser as of the Statement of
Financial Position
’
s date. These valuations have been prepared in compliance with the applicable IFRS
regulations, and are intended for accounting purposes.
15.14
GROUP EQUITY
15.14.1
“Closed
-
end” structure
The Fund operates as a closed-end investment company. Ordinary shares can be traded continuously through
Euronext Fund Services (
EFS
) in Amsterdam (The Netherlands).
The registered shares are currently restricted from trading on EFS and / or PSE.
On September 14, 2022, the Fund declared a buyback programme for its ordinary shares, with a maximum
limit of €
1.5 million. The execution of this buyback programme took place between September 15, 2022, and
March 15, 2023, or until the purchase of €
1.5 million worth of ordinary shares was completed, whichever came
first.
Ultimately, a partial cancellation of the ordinary shares by the shareholders
’
meeting will be proposed .
15.14.2 Capital management
All issued ordinary, treasury and registered shares are part of the
Fund’s capital management
responsibilities.
The
Fund’s objectives when managing capital are to safeguard the Fund’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital. The Fund reserves the right to declare dividends and /
or distributions if the Managing Board so decides.
15.14.3
Equity components
For further analysis and statements of changes in the various equity components reference is made to section
19.
8.1 “Statement of changes in shareholders’ equity”
.
119
15.15
TAX LIABILITIES
15.15.1
Specification of tax liabilities
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of tax liabilities
-
-
Current part of tax liabilities
509
700
509
700
15.15.2
Analysis of tax liabilities
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Corporate income tax (
CIT
)
150
475
Property tax
233
114
Value added tax (
VAT
)
94
70
Withholding tax (
WHT
)
32
41
509
700
15.16
LOANS AND BORROWINGS
15.16.1
Analysis of loans and borrowings
31-12-2022
Kind of loans and borrowings
Non-current
liabilities
Current
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Secured bank loans
13,804
16,371
30,175
Lease liabilities
991
171
1,162
Other loans and borrowings
2,418
2,370
4,788
17,213
18,912
36,125
31-12-2021
Kind of loans and borrowings
Non-current
liabilities
Current
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Secured bank loans
26,902
3,993
30,895
Lease liabilities
1,134
163
1,297
Other loans and borrowings
2,151
2,453
4,604
30,187
6,609
36,796
120
15.16.2
Statement of changes in secured bank loans
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
30,895
33,378
Additions as a result of acquisitions
3,276
-
Loans advanced
-
14,009
Redemptions
-/- 4,260
-/- 16,810
(Amortisation) flat fee and transaction costs
52
-/- 136
Exchange rate differences
212
454
Balance as at 31 December
30,175
30,895
15.16.3
Analysis of secured bank loans
31-12-2022
Name of company
Name of
credit
institution
Date of
maturity
Weighted
average
interest
rate
10
Face value
Carrying
amount
.
In %
In € 1,000
In € 1,000
Arcona Capital RE Bohemia s.r.o.
Sberbank CZ
31-03-2024
9.05
5,914
5,911
Arcona Capital RE Slovakia s.r.o.
Slovenská
Sporiteľňa
30-09-2024
3.64
5,792
5,791
Arcona Capital Real Estate Poland
Sp. z o.o.
Hypo Noe
31-03-2026
4.81
7,661
7,576
Arcona Poland B.V. Project 5 Sp.k.
Hypo Noe
31-03-2026
4.81
5,499
5,446
Boyana Residence E.O.O.D.
Alpha Bank
30-06-2021
5.92
1,789
1,789
Arcona Capital Real Estate
Bulgaria Ltd.
Alpha Bank
30-06-2021
5.92
531
531
N-E Real Estate Park First Phase
S.r.l.
Patria Bank
10-12-2031
4.72
3,201
3,131
30,387
30,175
31-12-2021
Name of company
Name of
credit
institution
Date of
maturity
Weighted
average
interest
rate
Face value
Carrying
amount
.
In %
In €
1,000
In € 1,000
Arcona Capital RE Bohemia s.r.o.
Sberbank CZ
31-03-2024
3.62
8,459
8,452
Arcona Capital RE Slovakia s.r.o.
Slovenská
Sporiteľňa
30-09-2024
2.45
6,588
6,585
Arcona Capital Real Estate Poland
Sp. z o.o.
Hypo Noe
31-03-2026
2.95
8,060
7,948
Arcona Poland B.V. Project 5 Sp.k.
Hypo Noe
31-03-2026
2.95
5,660
5,590
Boyana Residence E.O.O.D.
Alpha Bank
30-06-2021
4.75
1,789
1,789
Arcona Capital Real Estate
Bulgaria Ltd.
Alpha Bank
30-06-2021
4.75
531
531
31,087
30,895
10
Exclusive variable remunerations.
121
Boyana Residence E.O.O.D. and Arcona Capital Real Estate Bulgaria Ltd.
The Fund
’
s 100% subsidiary companies in Bulgaria, Boyana Residence E.O.O.D. and Arcona Capital Real
Estate Bulgaria Ltd., had a loan from Alpha Bank with a total outstanding amount of a
pproximately €
2.32
million, which was due on June 30, 2021. As of the Statement of Financial Position
’
s date, the subsidiaries
had not yet refinanced the loan or agreed on an extension of its term with Alpha Bank. At the end of 2022, the
Boyana project was valued at €
6.25 million, and Alpha Bank charged a penalty interest of 2%, resulting in a
weighted average interest rate of 7.92%.
As of January 9, 2023, the loan(s) from Alpha Bank, including accrued (penalty) interest and costs, had been
fully repaid as a result of successful refinancing. The Fund acquired loan(s) from Dutch investors for
approximately
€
3.6 million, with a maturity date of June 30, 2024, and an interest rate of 9.0%. Additionally, a
variable remuneration based on the gross sellable area of eight pre-selected apartment rights is payable, with
a maximum variable remuneration of 4% of the original loan amount.
The refinancing allows for the full repayment of Alpha Bank, payment of historical accrued taxes, and the
renovation of all apartments within the next 18 months in accordance with the original business plan. Alpha
Bank had previously limited the realization of potential additional value from the project by not allowing for the
separate sale of the development land or individual apartments.
122
15.16.4
Securities provided, bank covenants and ratios secured bank loans
As at Statement of Financial Position
’s date
the following securities were provided and bank covenants agreed
with regard to the secured bank loans. The ratios, as well as the withdrawable facilities as at Statement of
Financial Position’s date are also mentioned.
Sberbank
CZ
Slovenská
Sporiteľňa
Hypo
Noe
Alpha
Bank
Patria
Bank
Carrying amounts securities provided:
•
Owned investment property
(in € 1,000)
16,468
12,810
26,110
-
5,346
•
Inventories (in € 1,000)
-
-
-
1,835
-
•
Assets held for
sale (in € 1,000)
-
3,786
-
2,991
-
•
Trade and other receivables
(in € 1,000)
41
224
521
-
137
•
Cash and cash equivalents
(in € 1,000)
1,374
249
968
-
69
Bank covenants:
•
Debt Service Coverage Ratio
(
DSCR
) (minimum)
1.15
1.25
1.20
n.a.
1.30
•
Debt Service Reserve Account
(
DSRA
) (in € 1,000)
n.a.
190
400
n.a.
60
11
•
Capital expenditure (
CAPEX
)
(in € 1,000)
n.a.
70
n.a.
n.a.
n.a.
•
Minimum total annual collection in
the bank account
(in € 1,000)
n.a.
n.a.
n.a.
n.a.
606
12
•
Equity / liabilities (minimum)
n.a.
10.00%
n.a.
n.a.
n.a.
•
Loan to value (maximum)
70.00%
45.00%
65.00%
n.a.
n.a.
•
Negative equity borrower
n.a.
n.a.
No
13
n.a.
n.a.
•
Issued shares borrower pledged
Yes
No
Yes
14
Yes
No
Ratios:
Debt Service Coverage Ratio (
DSCR
)
1.18
1.27
1.87
n.a.
1.50
Loan to value (
LTV
)
35.91%
34.90%
50.40%
37.14%
59.87%
Withdrawable credit facilities:
Maximum credit facilities
5,914
5,792
13,160
2,320
3,201
Outstanding amount
5,914
5,792
13,160
2,320
3,201
Withdrawable credit facilities
-
-
-
-
-
For further information on pledged issued shares of the borrower reference is made to section 19.1.3
“Securit
ies provided
”
.
11
In accordance with the bank covenant the Debt Service Reserve account (DSRA) has to be built up monthly with an amount of
€
5,000
until an amount of € 265,000 is reached.
12
In accordance with the bank covenant RON 3,000,000.
13
Each borrower (Arcona Capital Real Estate Poland Sp. z o.o. and Arcona Poland B.V. Project 5 Sp.k.) has to ensure that, at all times,
its total assets increased by the aggregate of the subordinated liabilities then outstanding are greater than its total liabilities. For the
purpose of this calculation contingent and prospective liabilities will not be taken into account and liabilities under subordinated
shareholders loan will be treated as equity and not as liabilities.
14
Only the shares in Arcona Capital Real Estate Poland Sp. z o.o. are pledged. The shares in Arcona Poland B.V. Project 5 Sp.k. are not
pledged.
123
15.16.5
Statement of changes in lease liabilities
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
1,297
1,410
Redemptions
-/- 188
-/- 186
Accrued interest
76
84
Exchange rate differences
-/- 23
-/- 11
Balance as at 31 December
1,162
1,297
15.16.6
Analysis of lease liabilities
Nature of lease liability
Related to property
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Lease liability by Arcona Capital Real Estate Trio Sp. z o.o. (Poland)
Land lease
Grzymaly Siedleckiego
101
152
Land lease
Kardynala Wyszynskiego
307
354
Land lease
Legionow
754
791
1,162
1,297
15.16.7
Maturity analysis contractual undiscounted cash flows of lease liabilities
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Less than 1 year
171
174
1 year to 5 years
522
592
More than 5 years
1,330
1,473
2,023
2,239
15.16.8
Statement of changes in other loans and borrowings
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
4,604
5,071
Loans advanced
3,100
5,840
Redemptions
-/- 2,900
-/- 6,349
(Amortisation) flat fee and transaction costs
-/- 39
7
Accrued interest
37
27
Exchange rate differences
-/- 14
8
Balance as at 31 December
4,788
4,604
124
15.16.9
Analysis of other loans and borrowings
31-12-2022
Name of company
Name of
counterparty
Secured /
unsecured
Date of
maturity
Weighted
average
interest rate
Face value
Carrying
amount
In %
In € 1,000
In € 1,000
Aisi Bela LLC
Almaz-Press-
Ukraine LLC
Unsecured
-
0.00
53
53
Arcona Capital Real
Estate Trio Sp. z o.o.
Bond holder
Secured
29-03-2024
9.67
15
2,000
1,937
Arcona Property Fund
N.V.
Other third
party (I)
Unsecured
15-01-2024
9.50
250
250
Arcona Property Fund
N.V.
Other third
party (II)
Unsecured
30-06-2024
9.00
1,000
980
Arcona Property Fund
N.V.
Other third
party (III)
Unsecured
30-06-2024
9.00
600
588
Arcona Property Fund
N.V.
Other third
party (IV)
Unsecured
30-06-2024
9.00
1,000
980
4,903
4,788
31-12-2021
Name of company
Name of
counterparty
Secured /
unsecured
Date of
maturity
Weighted
average
interest rate
Face value
Carrying
amount
In %
In € 1,000
In € 1,000
Aisi Bela LLC
Almaz-Press-
Ukraine LLC
Unsecured
-
0.00
67
67
Arcona Capital Real
Estate Trio Sp. z o.o.
Bond holder
Secured
29-03-2024
8.50
16
2,150
2,037
Arcona Property Fund
N.V.
Other third
party (I)
Unsecured
15-01-2024
9.50
250
250
Arcona Property Fund
N.V.
Other third
party (V)
Secured
31-01-2022
10.00
1,000
1,000
Arcona Property Fund
N.V.
Other third
party (VI)
Unsecured
31-01-2022
11.00
250
250
Arcona Property Fund
N.V.
Other third
party (VII)
Unsecured
31-03-2022
10.00
1,000
1,000
4,717
4,604
15
The weighted average interest rate used amounts 11.78%.
16
The weighted average interest rate used amounts 10.61%.
125
15.16.10 Securities provided of other loans and borrowings
As at Statement of Financial Position’s date the following securities were
provided with regard to the other
loans and borrowings:
bond
holders
Other third
parties
Financial covenants:
•
Debt Service Coverage Ratio (
DSCR
) (minimum)
1.10
n.a.
•
Loan to value (
LTV
) (maximum)
40.00%
n.a.
•
Issued shares borrower pledged
Yes
n.a.
As at Statement of Financial Position’s date, the Fund’s financing covenants remain in line with the
commitments in its facility agreements.
15.17
TRADE AND OTHER PAYABLES
15.17.1
Analysis of trade and other payables
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of trade and other payables
-
-
Current part of trade and other payables
3,344
2,590
3,344
2,590
15.17.2
Specification of trade and other payables
31-12-2022
31-12-2021
In €
1,000
In € 1,000
Trade payables
346
410
Administrative expenses
1,120
1,099
Accruals
847
643
(Penalty) interest payables and costs Alpha Bank
660
251
Interest payables
228
182
Payable settlement acquisitions
120
-
Other trade and other payables
23
5
3,344
2,590
15.17.3
Specification of administrative expenses
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Fund management fee
1,120
1,099
Performance-related remuneration
-
-
1,120
1,099
126
15.18
DEFERRED INCOME AND TENANT DEPOSITS
15.18.1
Analysis of deferred income and tenant deposits
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Non-current part of deferred income and tenant deposits
384
410
Current part of deferred income and tenant deposits
159
153
543
563
15.18.2
Specification of deferred income and tenant deposits
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Deposits received from tenants
523
551
Advance payments received from tenants
20
12
543
563
15.19
DEFERRED TAX LIABILITIES
For the specification and analysis of the (un)recognised deferred tax liabilities reference is made to sections:
•
15.6
.1 “Specification of recognised deferred taxes”;
•
15.6
.4 “Statement of changes in recognised deferred taxes”;
•
15.7.1
“Specification of unrecognised deferred tax
es
”
; and
•
15.7.4
“
Statement of changes in
unrecognised deferred taxes”
.
15.20
CONTINGENT ASSETS
As of the Statement of Financial Position
’
s date, the Fund did not hold any contingent assets that are not
included in the Statement of Financial Position, except for unrecognised deferred tax assets, as mentioned in
section 15.7
“
Unrecognised Deferred Taxes
”
.
15.21
NON-CONTINGENT ASSETS
As of the Statement of Financial Position
’
s date, the Fund did not hold any non-contingent assets other than
those already recognised in the Statement of Financial Position.
127
15.22
NON-CONTINGENT LIABILITIES
As of the Statement of Financial Position
’
s date, the Fund had the following non-contingent liabilities, which
are not included in the Statement of Financial Position:
A.
Arcona Capital RE Slovakia s.r.o. has a non-
contingent liability of € 78,000 for repair and
maintenance;
B.
Boyana Residence E.O.O.D. has a non-
contingent liability of € 150,000 to carry out necessary
maintenance and improvement works on the real estate mortgaged in favour of Alpha Bank to
enhance sales. However, as a result of the refinancing as of January 9, 2023, this non-contingent
liability is no longer applicable.
As of the Statement of Financial Position
’
s date, the Fund was not subject to any other contractual obligations,
such as investments, repairs, maintenance, or other non-contingent liabilities, that require settlement in a future
financial period.
15.23
CONTINGENT LIABILITIES
As at Statement of Financial Position
’s date the Fund has the following contingent liabilities
which are not
included in the Statement of Financial Position:
A.
Arcona Capital RE Bohemia s.r.o. has a contingent liability for the amount of CZK 4,973,000
(€ 2
06
,000) towards the buyer of the investment property Štefánikova with regard to rent received in
advance by Arcona Capital RE Bohemia s.r.o. for usage of the parking places (free of payment) by
the lessee of Štefánikova. Based on the agreement (2012) the buyer of Štefánikova will pay the taxes
with regard to this rent;
B.
The Fund has a contingent liability towards Secure Property Development & Investments Ltd (
SPDI
)
for the acquisition of:
•
Two development sites in the Kiev region of Ukraine, with a total value of approximately
€ 1.8 million
.
Due to the conflict situation in Ukraine, it is not currently possible to complete the purchase of the
two remaining properties (development plots) in and around Kiev, which was agreed in June 2021
at
€
1,970,000. This is because the purchase contract contains specific pre-completion conditions,
the fulfilment of which require decisions and actions to be taken by Kiev City Council and other
Ukrainian public authorities. The Sellers were unable to fulfil these conditions prior to the Russian
invasion.
At the start of 2023, all the necessary conditions had been met, and the parties had come to a verbal
agreement that a new valuation was required. The acquisition price will be determined based on this
valuation, and delivery is expected in the second half of the same year.
C.
The Fund has a contingent liability towards 4 Dutch investors who provided loans during December
2022 and January 2023 for an original
amount of €
3.6 million. Based on the loan agreements a
variable remuneration is payable based on the gross sellable area of 8 pre-selected apartment rights
held by Boyana Residence E.O.O.D. The maximum variable remuneration amounts to 4% of the loan
originally provided. The fair value of this liability is negligible.
128
D.
The Fund has a contingent liability to issue ordinary shares against an exercise price as mentioned
below as a result of the outstanding warrants. The conditions are as follows:
Holder
Number of
warrants
Date of
issue
Expiration
date
Required
share price
Exercise
price
SPDI
67,063
01-11-2019
01-11-2024
€
8.10
€
0.00
SPDI
77,201
05-12-2019
01-11-2024
€
8.10
€
0.00
SPDI
76,085
29-03-2022
29-03-2027
€
7.20
€
0.00
SPDI
39,458
15-06-2022
15-06-2027
€
7.20
€
0.00
The exercise date of the outstanding warrants is the trading day immediately following the 10
th
trading day on which the shares have traded on a regulated market (or system comparable to a
regulated market) and for which the volume-weighted average price of a share was
€ 7.20, € 8
.10
or higher
(the “required share price”)
, provided that this warrant may not be exercised within a 12
months period following the issue date, unless a prospectus approved by the Dutch Authority for the
Financial Markets (Autoriteit Financiële Markten, the
AFM
) with respect to the warrants and / or the
warrant shares is published by the Fund.
In case the conditi
ons are met the warrant shares will be issued against an exercise price of € 0.00.
The fair value of the warrants is nil. In case the conditions are met the warrant shares will be charged
from the share premium or other freely distributable reserve to the issued capital.
The statement of changes in warrants is as follows:
2022
2021
In pieces
In pieces
Balance as at 1 January
144,264
144,264
Granted during the financial period
115,543
-
Forfeited during the financial period
-
-
Expired during the financial period
-
-
Balance as at 31 December
259,807
144,264
Exercisable as at 31 December
-
-
E.
On 28 March 2023, the Fund was notified that Hypo Noe had approved a waiver for ACREP and
Project 5, addressing the breach of the DSCR forecast covenant. The Fund is responsible for a
contingent liability, providing financial resources to ACREP and Project 5 up to a cumulative amount
of € 400,000 (€ 250,000 for Project 5 and € 150,000 for ACREP). This funding is intended to address
potential gaps in Project 5 for financing the planned fit-out costs at the Maris property and in ACREP
for financing the planned fit-out costs of the
Słupsk
property.
As at State
ment of Financial Position’s date the Fund was not subject to any further contingent liabilities,
including any obligations that result from security transactions related to (exchange) rate risk in connection
with investments.
129
15.24
GROSS RENTAL INCOME
15.24.1 General
The Fund leases out its investment property. The Fund has classified these leases as operating leases
because the Fund does not transfer substantially all of the risks and rewards incidental to the ownership of the
assets. All gross rental income can be classified as operating lease income, with the exception of amortisation
of lease incentives.
During the financial period, as well as during the previous financial period no contingent rental income was
accounted for as income in the Income Statement. Leases for a determined time are normally indexed yearly
with annual inflation stated by the relevant national Central Banks. New leases for a determined time are
normally signed for a term of five years. All these lease contracts usually include at least a three-month deposit.
15.24.2
Analysis of gross rental income
2022
2021
In € 1,000
In €
1,000
Gross rental income collected / accrued
6,389
7,349
Amortisation of lease incentives
-/- 224
-/- 252
6,165
7,097
15.24.3
Analysis of gross rental income collected / accrued
2022
2021
In € 1,000
In € 1,000
Fixed lease payments received
6,165
7,097
Variable lease payments received
-
-
6,165
7,097
15.24.4
Weighted average percentage of the vacant space
Weighted to the fair value, the weighted average percentage of the vacant space as at Statement of Financial
Position’s date
is as follows:
31-12-2022
31-12-2021
In %
In %
Buildings (including underground)
8.5
8.6
Land plots
n.a.
n.a.
Investment property under development
100.0
100.0
Inventories
100.0
100.0
Buildings (including underground) held for sale
41.0
23.4
Land plots held for sale
n.a.
n.a.
130
Weighted to the fair value, the weighted average percentage of the vacant space during the financial period is
as follows:
2022
2021
In %
In %
Buildings (including underground)
10.6
9.4
Land plots
n.a.
n.a.
Investment property under development
100.0
100.0
Inventories
100.0
100.0
Buildings (including underground) held for sale
40.0
33.6
Land plots held for sale
n.a.
n.a.
15.24.5 Non-cancellable leases
The gross rental income receivable on account of non-cancellable leases related to owned investment
property, investment property under development and inventories as at
Statement of Financial Position’s date
is as follows (the future minimum gross rental income receivable in foreign currency has been translated at the
average exchange rate used for the Consolidated Income Statement for the financial period):
31-12-2022
31-12-2021
In € 1,000
In €
1,000
Less than 1 year
5,414
5,896
1 year to 2 years
3,713
4,461
2 years to 3 years
1,981
3,127
3 years to 4 years
1,161
1,489
4 years to 5 years
863
558
More than 5 years
1,041
1,256
14,173
16,787
15.25
REBILLED AND NON-REBILLED SERVICE CHARGES AND PROPERTY OPERATING
EXPENSES
15.25.1 General
As the Fund invoices service charges independently (or as principal) to the lessees on the basis of the leases
entered into, such reimbursed service charges are shown separately in the Income Statement. The work
associated with the service charges is carried out either by the Fund, or by third parties on a contract basis.
Contracts for the performance of service work are normally entered into for a maximum period of six months.
In addition, service charge expenses also include charges related to vacant units and / or other irrecoverable
service charges due to contractual limits or insolvent tenants.
131
15.25.2
Analysis of property operating expenses
2022
2021
In € 1,000
In € 1,000
Property management
452
531
Asset management
581
653
Maintenance expenses in respect of properties
471
708
Property taxes and fees
352
357
Letting fees
17
-
87
Insurance premiums
44
42
Other property operating expenses
-
2
Subtotal
1,900
2,380
Adjustment property taxes and fees previous year(s)
58
-
Reimbursement from tenants
-/- 22
-
1,936
2,380
15.25.3
Allocation of service charges and property operating expenses
The determination of costs from non-rented properties is based on properties that had an average vacancy of
more than 10% during the financial period. The allocation of service charges and direct operating expenses to
the properties, whether or not rent generating, is as follows:
2022
2021
In € 1,000
In € 1,000
For properties let
3,952
4,696
For properties not let
455
470
4,407
5,166
15.25.4
Non-cancellable operating leases (not in scope of IFRS 16)
Non-cancellable operating leases of investment properties and inventories as at 31 December of the relevant
financial period, which are not in scope of IFRS 16 are shown as follows (the future non-cancellable operating
leases in foreign currency have been translated at the average exchange rate used for the Consolidated
Income Statement for the financial period):
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Less than 1 year
-
-
1 to 5 years
-
-
More than 5 years
-
-
-
-
17
As of January 1, 2022 the letting fees have been classified as an addition to investment property, instead of amortization over the term
of
the lease (for more information is referred to section 13.4 “Comparison accounting principles with previous year”).
132
15.26
VALUATION RESULTS OF PROPERTIES
2022
2021
In € 1,000
In € 1,000
Owned investment property
-/- 3,669
3,647
Right-of-use assets
-/- 103
-/- 97
Investment property under development
-/- 1,341
-/- 7
Owned investment property held for sale
1,135
-/- 707
-/- 3,978
2,836
15.27
RESULTS ON DISPOSALS OF PROPERTIES
15.27.1
Analysis of results on disposals of properties
2022
2021
In € 1,000
In € 1,000
Owned investment property
-
-/- 25
Owned investment property held for sale
-/- 640
-/- 809
-/- 640
-/- 834
4
15.27.2
Specification of results on disposals of properties - per building
2022
2021
In € 1,000
In € 1,000
Pražská
2, Ko
š
ice (Slovakia)
-/- 427
-
Pražská
4, Ko
š
ice (Slovakia)
-/- 422
-
VUP, Brno (Czech Republic)
209
-
Land plot Kalinkowa, Grudziadz (Poland)
-
-/- 25
Vural, Ko
š
ice (Slovakia)
-
-/- 914
Kosmalt, Ko
š
ice (Slovakia)
-
105
-/- 640
-/- 834
15.27.3
Specification of results on disposals of properties
2022
2021
In € 1,000
In € 1,000
Realised value adjustments
-/- 341
-/- 661
Transaction costs on sale of properties
290
162
Consultancy fees and legal fees
9
11
Subtotal
299
173
Total
-/- 640
-/- 834
133
15.28
RESULTS ON DISPOSALS OF INVENTORIES
15.28.1
Analysis of results on disposals of inventories
2022
2021
In €
1,000
In € 1,000
Apartment Block 2-A, Gardova Glava, Boyana (Bulgaria)
-/- 29
-
15.28.2
Analysis of results on disposals of inventories
2022
2021
In € 1,000
In € 1,000
Settlement charged costs of adjustment refund of Value Added Tax
-/- 29
-
The “Settlement charged costs of adjustment refund of Value Added Tax” for the amount of € 29,000 negative
represents the settlement of the receivable towards SEC South East Continent Unique Real Estate
Management Limited (Secure Management). The original amount of the adjustment refund of Value Added
Tax amounts € 114,000 negative and represents the expense for Bulgarian Value Added Tax as a result of
the repayment of a tax credit incurred by the sale of apartment Block 2-A, at Boyana, Bulgaria. In the past this
amount was supposed to be fully recovered from the Asset Manager (Secure Management). During June 2022
it was agreed these costs are recovered from Secure Management for an amount of € 85,000.
15.29
NET RESULTS ON PROPERTIES
2022
2021
In €
1,000
In € 1,000
Valuation gains
1,941
4,361
Valuation losses
-/- 6,190
-/- 2,239
-/- 4,249
2,122
Costs on sale of properties
-/- 328
-/- 173
-/- 4,577
1,949
134
15.30
VALUATION RESULTS OF INVESTMENTS IN ASSOCIATES
2022
2021
In €
1,000
In € 1,000
Lelar Holdings Limited
-/- 68
-
15.31
FINANCIAL INCOME
2022
2021
In € 1,000
In € 1,000
Realised currency results on net investments in group companies
27
530
Change in fair value of derivative financial instruments
182
508
Interest income on derivative financial instruments
15
-
Interest on trade receivables
10
25
Foreign exchange and currency gains
8
25
Penalty interest and fees
11
13
Other financial income
9
20
262
1,121
15.32
OTHER OPERATING INCOME
2022
2021
In € 1,000
In € 1,000
Penalties for early termination of rental contracts
487
5
Other operating income
26
19
513
24
15.33
ADMINISTRATIVE EXPENSES
15.33.1
Specification administrative expenses
2022
2021
In € 1,000
In €
1,000
Fund management fee
705
648
Performance-related remuneration
-
-
705
648
15.33.2 Management fee
This is the total fee received by the Managing Board (Arcona Capital Fund Management B.V.) for the
management it performs. The total management fee consists of the Fund management fee as well as the
Asset management fee. The management fee is calculated by percentages on the value of the
Fund’s total
assets at month-end.
In accordance with the Fund’s prospectus, the Registrati
on Document dated October 19,
2016 and the Security Note dated October 28, 2016 these percentages are:
•
f
or assets below € 75 million: 1.50% per annum (0.125% per month);
•
for assets as of
€ 75 million and above: 1.00% per annum (0.083% per month).
135
15.33.3
Specification fund management fee
2022
2021
In € 1,000
In € 1,000
Management fee
1,286
1,301
Less: Asset management fee:
Arcona Capital Czech Republic s.r.o.
295
406
Arcona Capital Poland Sp. z o.o.
203
185
CEG South East Continent Unique Real Estate Management Limited
83
62
581
18
653
Fund management fee (Arcona Capital Fund Management B.V.)
705
648
15.33.4 Performance-related remuneration
The Managing Board is entitled to performance-
related remuneration dependent on the Fund’s total annual
return. The total return is defined as the increase in Net Asset Value per profit-sharing share over the relevant
financial period increased by dividends distributed during that financial period. The sum of these components
is expressed as a percentage of the Net Asset Value per profit-sharing share at the start of the financial period.
The total performance-related remuneration is calculated on the total average number of outstanding profit-
sharing shares in the relevant financial period multiplied by the Net Asset Value per profit-sharing share at the
start of the relevant financial period.
The performance-related remuneration consists of three tiers:
1.
in the case of a total return of up to 12% the performance-related remuneration is 0%;
2.
in the case of a total return of 12% to 15% the performance-related remuneration is 20% of the total
return less 12%;
3.
in the case of a total return of more than 15% the performance-related remuneration is 30% of the
total return less 15%. In addition, the remuneration indicated under 2 will be awarded.
The performance-related remuneration will be charged annually in arrears and is budgeted and put aside on
a three-monthly basis. This performance-related remuneration will not be due if the stock exchange price of
the share plus the dividends distributed in the relevant financial period is lower than that of any preceding
period for which the performance-related remuneration was deducted.
50% of the performance-related remuneration is payable in shares of the Fund, such shares to be issued at
Net Asset Value as at year-end rather than the prevailing stock exchange price (unless the stock market price
is above the Net Asset Value per share). The share component of the performance-related remuneration due
for a financial period is payable after publication of the Annual Report after the end of the relevant financial
period, the cash components are payable in three equal amounts on 30
April, 31
July and 31
October following
the end of the relevant financial period.
For the financial period, the Managing Board is not entitled to performance-related remuneration.
18
Reference is made to section 15.25
.2 “Analysis of property operating expenses”.
136
15.34
OTHER OPERATING EXPENSES
15.34.1
Specification of other operating expenses
2022
2021
In € 1,000
In € 1,000
Costs of service providers
1,006
967
Other operating expenses
135
228
1,141
1,195
Costs of funding and acquisitions
207
86
1,348
1,281
15.34.2
Analysis of costs of service providers
2022
2021
In € 1,000
In € 1,000
Accounting expenses
257
262
Audit fees
255
236
Consultancy fees
151
207
Court fees
96
-
Custody fees
56
52
Appraisal expenses
47
48
Supervisory Board fees
35
35
Supervisors’ expenses
15
22
Insurance AIFMD
18
18
Bank costs
12
19
Marketing expenses
15
12
Listing, Paying and Fund Agent fees
11
11
Other costs of service providers
38
45
1,006
967
For the items listed above the following explanation can be given:
•
t
he “Accounting expenses” include the expenses
in respect of bookkeeping, consolidation activities
on a quarterly basis for results announcements and the determination of corresponding Net Asset
Value (
NAV
), preparation of (Semi)-Annual Report and other activities to fulfil administrative
requirements for the Fund and its subsidiaries;
•
t
he “Audit fees”
include the fees for the audit of the Consolidated Financial Statements and Parent
Company Financial Statements, as well as audits of accounts of subsidiaries. The fees for the audit
of the Consolidated Financial Statements, Parent Company Financial Statements and European
Single Electronic Format (
ESEF
) reporting 2022 (Deloitte Netherlands)
are estimated at €
88,000
(2021
: €
68,000). During the financial period audit fees related to prior years have been booked in
an amount of €
17,000 (2021
: €
12,000). The audit fees of accounts of subsidiaries (Deloitte other
countries) amount to
€
150,000 (2021
: €
156,000).
Except for:
o
audit of the Consolidated Financial Statements and Parent Company Financial Statements,
o
audits of accounts of subsidiaries, and
o
audit of ESEF reporting and requirements
no services of Deloitte have been used.
•
t
he “Consultancy fees”, including legal fees, relate mainly to consultancy fees for tax structuring;
•
the “Court fees” relates to a court case towards Alpha Bank, with regard to
several (enforcement)
costs invoiced by Alpha Bank, since the term of the secured bank loan(s) are already expired;
•
t
he “Custody fees”
include the fees for operational activities by the AIFMD Depositary;
137
•
t
he “Supervisors’ expenses” include
expenses for supervision by the Dutch Authority for the Financial
Markets (Autoriteit Financiële Markten, the
AFM
)
and “De Nederlandsche Bank” (
DNB
);
•
t
he “Other
costs of service providers
” include, among others, costs of press releases
, required
software ESEF, Euronext Fund Services (
EFS
) and Prague Stock Exchange (
PSE
).
15.34.3
Analysis of Supervisory Board fees
2022
2021
In € 1,000
In € 1,000
Mr. H.H. Kloos RBA (until June 30, 2022)
7
14
Mr. B. Vos M.Sc. (until June 22, 2022)
7
14
Mr. M.P. Beys
14
7
Mrs. A.N. Krol (as of June 22, 2022)
7
-
Mr. J.J. van Heijst MSc.
19
-
-
35
35
The Fund has provided no loans, advances, or guarantees for the members of the Supervisory Board. The
members of the Supervisory Board receive no options or remuneration in the form of the Fund’s shares.
15.34.4
Analysis of other operating expenses
2022
2021
In € 1,000
In € 1,000
Irrecoverable trade receivables
63
395
Change in provision for doubtful trade receivables
-
-/- 288
Non-refundable value added tax (
VAT
)
60
109
Wages and salaries statutory directors
12
12
135
228
15.34.5
Analysis of costs of funding and acquisitions
2022
2021
In € 1,000
In € 1,000
Consultancy fees / legal fees
207
71
Due diligence
-
15
207
86
The costs of funding and acquisitions include costs of technical, legal and tax due diligence for potential
acquisitions.
19
Mr. J.J. van Heijst M.Sc. has waived his Supervisory Board fee.
138
15.34.6 Transaction costs
In accordance with the EU-IFRS accounting principles the Fund includes the transaction costs incurred on
purchase of properties, inventories and other equity investments in the purchase price of investments and
recognises the transaction costs incurred on sale of properties, inventories and other equity investments under
results on disposals of investments.
Based on article 123:1.c of the Decree on Conduct of Business Supervision of Financial Undertakings under
the Act of Financial Supervision (in Dutch: Besluit Gedragstoezicht Financiële ondernemingen Wft) the
analysis of identifiable and quantifiable transaction costs on purchase and sale of investments during the
financial period is disclosed.
The analysis is as follows:
2022
2021
In € 1,000
In € 1,000
Transaction costs on purchase of investments
-
-
Transaction costs on sale of investments
328
173
328
173
15.34.7
Costs of lending financial instruments
During the financial period no financial instruments were borrowed or lent by either the Fund or her associated
parties (so-called securities lending). No expenses were therefore incurred, or fees requested.
15.34.8
Remuneration for orders on behalf of the Fund
Neither the Managing Board, the directors of the Managing Board, the Fund, the Depositary of the Fund, nor
parties affiliated with these parties, received any remuneration for performing assignments for the Fund, other
than as described in section 15.33
“Administrative expenses” and 15.
34
“
O
ther operating expenses”.
15.34.9 Outsourcing expenses
The Managing Board of the Fund has in the ordinary course of business outsourced the accounting activities
of the Fund to KroeseWevers Accountants B.V.
The related expenses are included in the section accounting expenses, as indicated in section 15.34.2
“
Analysis of costs of service providers
”.
15.34.10 Comparison of actual costs with prospectus
2022
2021
Actual
Prospectus
Actual
Prospectus
In € 1,000
In € 1,000
In € 1,000
In € 1,000
Costs of service providers
1,006
900
967
900
For comparison of actual costs of service providers with budgeted costs of service providers
as per the Fund’s
prospectus, the Registration Document dated October 19, 2016 in conjunction with the Security Note dated
October 28, 2016 has been used.
For the analysis of costs of service providers is referred to section 15.34
.2 “Analysis of
costs of service
providers”.
15.35
PERSONNEL COSTS
The Fund does not employ any personnel, with the exception of statutory directors of the
Fund’s subsidiaries
.
The statutory directors receive a wage, which is specified in other operating expenses (reference is made to
section 15.34.4
“Analysis of other operating expenses”
).
139
15.36
FINANCIAL EXPENSES
2022
2021
In € 1,000
In € 1,000
Interest expense on secured bank loans
1,549
1,091
Interest expense on other loans and borrowings
302
563
Interest expense on convertible bonds
-
217
Interest expense on derivative financial instruments
-
94
Interest expense on lease liabilities
76
84
Penalty interest and costs on secured bank loans
196
42
Interest expense and costs of Tax Authorities
38
15
Withholding tax on loans due to shareholders and other group companies
24
24
Other financial expenses
23
20
2,208
2,150
15.37
ONGOING CHARGES FIGURE
Based on article 123:1.l of the Decree on Conduct of Business Supervision of Financial Undertakings under
the Act of Financial Supervision (in Dutch: “Besluit Gedragstoezicht Financiële ondernemingen Wft”) the
Ongoing Charges Figure (
OCF
) is disclosed. The OCF is calculated by dividing the total expenses (including
operating expenses) during the financial year by the average Group equity of the Fund during the financial
year. The total expenses include the expenses charged to the profit for the period as well as to Group equity.
They also include the operating expenses of the properties. No net service charges are included in the total
expenses, since these are entirely covered by the service income from service fees and the fees part of the
gross rental income.
The expenses which are related to the issuance and the redemption of own ordinary
shares, as far as these are covered by surcharges and reductions received, are not taken into consideration.
Regular interest charges for loans contracted, as well as costs of investment transactions, are also not included
in the calculation of the OCF.
The average Group equity is determined by the average of all calculated and published Net Asset Values
(
NAV
’s).
2022
2021
2020
2019
2018
In %
In %
In %
In %
In %
OCF
8.02
9.50
9.96
11.13
10.85
In 2022 the OCF decreased as a result of a decrease of the total expenses (including other operating
expenses) by approximately 7%, in conjunction with the increase of the average Group equity by approximately
10%.
The total expenses also include non-regular costs, such as costs of funding and acquisition (reference is made
to section 15.33.5
“Analysis of costs of funding and acquisitions”
). Without these non-regular costs, the OCF
would be as follows:
2022
2021
2020
2019
2018
In %
In %
In %
In %
In %
OCF (without non-regular costs)
7.61
9.31
9.00
10.01
10.72
140
15.38
INCOME TAX EXPENSE
15.38.1 Tax position
The taxable profits of the Fund are subject to corporate income tax (
CIT
).
15.38.2
Income tax expense recognised in the Consolidated Income Statement
2022
2021
In € 1,000
In € 1,000
Current income tax expense
Current year
649
996
Adjustments related to prior years
-/- 17
19
Subtotal current income tax expense
632
1,015
Deferred income tax expense
Origination and reversal of taxable temporary differences
-/- 878
150
Recognition of previously unrecognised (derecognition of previously
recognised) tax losses
140
-/- 110
Recognition of previously unrecognised (derecognition of previously
recognised) other taxable temporary differences
474
-/- 1,159
Change in tax rate
-
-/- 1
Adjustments related to prior years
42
-/- 4
Subtotal deferred income tax expense
-/- 222
-/- 1,124
Total income tax expense
410
-/- 109
15.38.3
Reconciliation of effective tax rate
2022
2022
2021
2021
In %
In € 1,000
In %
In € 1,000
Profit before income tax
-/- 3,940
3,025
Tax using the Parent Company’s domestic tax rate
25.8
-/- 1,017
25.0
757
Effect of tax rates in foreign jurisdictions
-/- 12.1
475
-/- 12.6
-/- 381
Change in tax rate
0.0
-
0.0
-/- 1
Tax effect of:
Non-deductible expenses
-/- 4.4
173
9.2
278
Tax exempt revenues
2.5
-/- 99
-/- 6.5
-/- 196
Tax on phantom results
-/- 0.2
9
10.7
324
Current year losses for which no deferred tax asset
is recognised
-/- 5.8
229
12.0
364
Recognition of previously unrecognised
(derecognition of previously recognised) tax losses
-/- 3.5
140
-/- 3.6
-/- 110
Recognition of previously unrecognised
(derecognition of previously recognised) other
taxable temporary differences
-/- 12.1
475
-/- 38.3
-/- 1,159
Adjustments related to prior years
-/- 0.6
25
0.5
15
-/- 10.4
410
-/- 3.6
-/- 109
141
15.38.4
Deferred income tax recognised directly in Group equity
2022
2021
In € 1,000
In € 1,000
Related to receivables from shareholders and other group companies
26
43
15.38.5
Applicable local corporate income tax rates
2024
2023
2022
2021
2020
In %
In %
In %
In %
In %
The Netherlands
- first bracket
19.00
19.00
15.00
15.00
16.50
- Second
bracket as of € 200,000
25.8
25.80
n.a.
n.a.
25.00
-
Second bracket as of € 245,000
n.a.
n.a.
n.a.
25.00
n.a.
-
Second bracket as of € 395,000
n.a.
n.a.
25.80
n.a.
n.a.
Czech Republic
19.00
19.00
19.00
19.00
19.00
Poland
- Regular
19.00
19.00
19.00
19.00
19.00
- Small taxpayers
20
9.00
9.00
9.00
9.00
9.00
Romania
- Regular
16.00
16.00
16.00
16.00
16.00
- Micro-companies
21
with at least 1 employee
1.00
1.00
1.00
1.00
1.00
- Micro-companies with no employees
n.a.
n.a.
3.00
3.00
3.00
Slovakia
- Regular
21.00
21.00
21.00
21.00
21.00
- Micro-taxpayers
22
15.00
15.00
15.00
15.00
n.a.
Ukraine
18.00
18.00
18.00
18.00
18.00
Bulgaria
10.00
10.00
10.00
10.00
10.00
20
As of January 1, 2019 a reduced corporate income tax rate was introduced in Poland for so-
called “small taxpayers”. Small taxpayers
are, for example, entities whose revenues, including value added tax (
VAT
), in a given tax year did not exceed in the preceding tax year
the
PLN equivalent of € 1
.2 million (as of January 1, 2020
: €
2 million). The reduced corporate income tax rate will not be available for
entities created or involved in certain restructuring activities.
21
Micro-companies in Romania are corporate taxpayers and entrepreneurs and self-employed individuals that achieve turnover up to
€ 1 million for the relevant tax period
(as of January 1, 2023: up to € 0
.5 million). The reduced tax rate of 1.00% is solely appliable if the
company has at least one employee with full-time employment contract for an indefinite period.
22
As of January 1, 2021 a reduced corporate income tax rate was introduced in Slovakia for so-
called “
micro-
taxpayers”.
Micro-taxpayers
are corporate taxpayers and entrepreneurs and self-
employed individuals that achieve taxable income (revenues) up to € 49,790 for the
relevant tax period.
142
15.39
EARNINGS PER SHARE
23
15.39.1
Calculation of basic earnings per share
The basic earnings per share are calculated by dividing the profit for the period attributable to holders of shares
by the weighted average number of shares outstanding during the financial period.
The weighted average number of shares is adjusted for events, other than the conversion of potential ordinary
shares, that have changed the number of ordinary shares outstanding without a corresponding change in
resources.
If the number of shares outstanding increases as a result of a capitalisation, bonus issue or share split, or
decreases as a result of a reverse share split, the calculation of basic and diluted earnings per share and of
the comparative figures is adjusted retrospectively.
15.39.2
Profit for the period attributable to shareholders (basic)
2022
2021
In € 1,000
In € 1,000
Profit for the financial period
-/- 4,350
3,134
15.39.3
Weighted average number of outstanding shares (basic)
2022
2021
In pieces
In pieces
Issued shares as at 1 January
3,758,683
3,758,683
Effect of issued shares during the financial period
326,898
-
Effect of treasury shares held during the financial period
-/- 7,846
-
4,077,735
3,758,683
15.39.4
Calculation of diluted earnings per share
The diluted earnings per share are calculated by dividing the profit for the period attributable to holders of
shares, adjusted for costs relating to the convertible securities included in the profit for the period, by the
weighted average number of shares during the financial period, adjusted for the maximum number of shares
that could be converted during the financial period.
The adjustments as described are only made in case conversion will cause dilution of earnings. In case
conversion will have a positive effect on the earnings per share, these adjustments are not made.
15.39.5
Profit for the period attributable to shareholders (diluted)
2022
2021
In € 1,000
In € 1,000
Profit for the period
-/- 4,350
3,134
Interest expense on convertible bonds (net of tax)
-
-
-/- 4,350
3,134
23
The calculation of the earnings per share includes all types of profit-sharing shares (e.g. ordinary and registered shares). Therefore,
treasury shares are excluded from the earnings per share.
143
15.39.6
Weighted average number of outstanding shares (diluted)
2022
2021
In pieces
In pieces
Weighted average number of outstanding shares outstanding during
the financial period (basic)
4,077,735
3,758,683
Effect of conversion of warrants
-
-
Effect of conversion of convertible bonds
-
-
4,077,735
3,758,683
15.40
RISK MANAGEMENT
15.40.1 General
According to its investment policy set out in the prospectus, the Registration Document dated
October 19, 2016 in conjunction with the Security Note dated October 28, 2016, the Fund may hold investments
in direct property in Central Europe. The
Fund’s investment portfolio currently consists of pro
perty in the Czech
Republic, Slovakia, Poland, Ukraine, Bulgaria and Romania. These properties in principle are held for an
indefinite period. The aim is however to sell the assets in Ukraine and Bulgaria in the next three years. The
Fund’s investment acti
vities result in exposure to various risks, as also defined in the prospectus.
The Managing Board of the Fund determines the tactical investment mix. The Managing Board regularly
monitors the deviation between the previously determined tactical investment mix and the actual investment
mix. The risks are summarised in the table below:
Risk
category
Risk
Policy
Notes
Risk
appetite
Impact
Likelihood
Strategy
Market
Mitigation
15.40.2
High
Medium
High
Concentration
Avoidance/control
15.40.6
Low
Medium
Medium
Economic
Acceptance
15.40.8
High
High
High
Operational
Fraud
Avoidance
15.40.15
Low
Medium
Low
Internal control
Mitigation
15.40.15
Low
Medium
Low
Counterparty
Mitigation
15.40.9
Low
Medium
Low
Integrity
Avoidance
15.40.19
Low
Medium
Low
Financial
position
Currency
Mitigation/Avoidance
15.40.3
Medium
Medium
High
Interest rate
Mitigation
15.40.4
Low
High
High
Price
Acceptance
15.40.5
High
High
High
Borrowed money
Avoidance
15.40.7
Low
High
Medium
Credit
Mitigation
15.40.9
Low
Medium
Low
Rent
Mitigation
15.40.10
Medium
Medium
High
Debtor
Mitigation
15.40.11
Medium
Low
High
Vacancy
Mitigation
15.40.12
Medium
Medium
High
Liquidity
Avoidance
15.40.14
Low
High
Medium
Financial
reporting
Outsourcing
Avoidance
15.40.17
Low
Low
Low
Legal and
compliance
risk
Regulations
Mitigation
15.40.13
Low
Medium
Medium
Tax
Mitigation/Acceptance
15.40.16
Low
Medium
High
Legal
Mitigation
15.40.18
Low
High
High
ESG
Mitigation/Avoidance
15.40.20
Low
Medium
Medium
The nature and scope of properties as at Statement of Financial Position
’s date and the risk policy with regard
to the above-mentioned risks and other risks are discussed below.
144
15.40.2 Market risk
Market risk is the risk of losses in positions arising from movements in market prices. Property values are
affected by many factors, including the outlook for economic growth, inflation rate, and developments on the
capital markets and the rental income at the time of sale of the property.
The greater the fluctuation in the development of these factors, the greater the risk. The Fund cannot influence
macro-economic factors that determine property value. However, through good investment property
management the Fund will try to mitigate the risk and will seek to maximise the attraction of the properties in
its portfolio to prospective tenants and purchasers. The Fund invests in countries which have different legal
systems to Western Europe. In some areas there is much less public information available than would be the
case in Western Europe.
Control of the market risk is determined largely by the
Managing Board’s
investment policy, which is aimed at
achieving investment results by purchasing investments that are assumed to have been undervalued and are
expected to benefit from the further development of the Czech, Slovak, Polish, Ukrainian, Bulgarian, and
Romanian economy. The market risk is managed on a day-to-day basis.
The Fund’s policy is
mitigation
. The risk appetite is high. The impact is considered medium, the likelihood is
high (reference is made to section 15.2.10
“Sensitivity analysis” of the
buildings (including underground)).
15.40.3 Currency risk
The currency risk can be defined as the risk that the fair value of investments and the fair value or future cash
flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Fund may invest in properties in countries where the Euro has not (yet) been implemented. There is a
currency risk that the exchange rate fluctuates. The Fund has the option to mitigate the risk by using financial
instruments to hedge the currency risk. The Fund also seeks to mitigate/avoid the risk by concluding rental
contracts in Euro.
The Fund invests in property in currencies other than the functional currency (the Euro) used in these
Consolidated Financial Statements. At present, the currencies involved are:
•
Czech Koruna (CZK);
•
Polish Zloty (PLN);
•
US Dollar (USD);
•
Ukrainian Hryvnia (UAH);
•
Bulgarian Lev (BGN); and
•
Romanian Leu (RON).
Consequently, the Fund is exposed to the risk that the exchange rate of the functional currency in relation to
the foreign currency may develop in such a way that this has a negative impact on the value of the investment
portfolio in foreign currency.
Taking into account the high costs involved and Managing Board
’s
expectation that the EUR / CZK exchange
rate, EUR / PLN exchange rate, EUR / USD exchange rate, EUR / UAH exchange rate and EUR / RON
exchange rate will continue to show relative stability over the long term, the Managing Board has opted not to
hedge the currency risk by means of financial derivative financial instruments, such as forward contracts.
The EUR / BGN exchange rate has been pegged for many years. The Managing Board does not expect that
this will change the following years.
The EUR / UAH exchange rate is more vulnerable to fluctuations, as the UAH is, compared to the other
currencies, less liquid.
145
As at Statement of Financial Position
’s date
the Fund had the following exposure with regard to financial
assets. The percentages are based on the carrying amount of financial assets.
31-12-2022
31-12-2021
In %
In %
Euro (EUR)
67.3
47.3
Polish Zloty (PLN)
10.3
32.2
Czech Koruna (CZK)
20.9
20.4
Romanian Leu (RON)
1.4
0.0
US Dollar (USD)
0.0
0.0
Ukrainian Hryvnia (UAH)
0.0
0.1
Bulgarian Lev (BGN)
0.1
0.0
100.0
100.0
The following table sets out the Fund’s total exposure to currency risk and the net
exposure to currencies of
the monetary assets and liabilities. The amounts are based on the carrying amount of monetary assets and
liabilities.
In € 1,000
31-12-2022
Monetary assets
Monetary liabilities
Net exposure
Euro (EUR)
3,656
31,690
-/- 28,034
Czech Koruna (CZK)
2,380
6,306
-/- 3,926
Polish Zloty (PLN)
1,023
1,552
-/- 529
Bulgarian Lev (BGN)
6
416
-/- 410
Romanian Leu (RON)
155
74
81
Ukrainian Hryvnia (UAH)
-
66
-/- 66
US Dollar (USD)
5
-/- 5
7,220
40,109
-/- 32,889
31-12-2021
Monetary assets
Monetary liabilities
Net exposure
Euro (EUR)
1,633
29,322
-/- 27,689
Czech Koruna (CZK)
670
8,581
-/- 7,911
Polish Zloty (PLN)
947
1,661
-/- 714
Bulgarian Lev (BGN)
-
193
-/- 193
Ukrainian Hryvnia (UAH)
1
75
-/- 74
US Dollar (USD)
-
-
-
3,251
39,832
-/- 36,581
146
If the Euro had weakened by 5.0% in relation to one of the other
currencies, with all variables held constant,
net assets attributable to shareholders per the Consolidated Income Statement and equity would have
decreased by the amounts shown below:
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Czech Koruna (CZK)
196
396
Polish Zloty (PLN)
26
36
Bulgarian Lev (BGN)
21
10
Romanian Leu (RON)
-/- 4
-
Ukrainian Hryvnia (UAH)
3
4
US Dollar (USD)
-
-
A 5% strengthening of the Euro against the above currencies would have resulted in an equal but opposite
effect on the above Financial Statement amounts, on the basis that all other variables remain constant.
The Fund’s policy is mitigation / avoidance. T
he risk appetite is medium, the impact is medium and the
likelihood high.
15.40.4 Interest rate risk
General
The interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates.
The F
und’s investment policy allows loans to be taken up. For reasons of control
of liquidity, the Fund holds
limited cash and cash equivalents. The Fund has the possibility of investing these funds in short-term deposits.
The Fund manages its interest rate risk with the objective of reducing the cash flow interest rate risk by the
use of derivative financial instruments. As at Statement of Financial Position
’s date the Fund
has contracted
into the following derivative financial instruments for the loans contracted in the Czech Republic (Interest rate
swap I) and Poland (Interest rate swap II).
In the Czech Republic,
Sberbank CZ asserts that on September
27, 2022, they terminated the swap as part of the insolvency process, thus reducing its value to zero. On
February 9, 2023, Sberbank CZ rejected the objections of ACREB regarding the zero value of the interest rate
swap. The Fund is currently consulting with external legal counsel to determine the viability of defending the
position of the Fund.
31-12-2022
Nominal
amount
Average
fixed
interest rate
Termination
date
Assets
Liabilities
Line item in the SFP where
the hedging instrument is
included
In € 1,000
In %
In € 1,000
In € 1,000
Interest rate swap I
n.a.
1.995
25-10-2022
78
-
Trade and other receivables
Interest rate swap II
9,212
1.480
31-03-2026
479
-
Derivative financial
instruments
31-12-2021
Nominal
amount
Average
fixed
interest rate
Termination
date
Assets
Liabilities
Line item in the SFP where
the hedging instrument is
included
In € 1,000
In %
In € 1,000
In € 1,000
Interest rate swap I
5,990
1.995
29-03-2024
293
-
Derivative financial
instruments
147
Exposure to interest rate risk
The following table details the Fund’s exposure to interest rate risks. It includes the Fund’s
financial assets
and financial liabilities, categorised by the earlier of contractual re-pricing or maturity date measured by the
carrying amount of the financial assets and financial liabilities.
In € 1,000
31-12-2022
Less
than
1 month
1 month
to
3 months
3 months
to
1 year
1 year
to
5 years
More
than
5 years
Non-
interest
bearing
Total
Investments in associates
-
-
-
-
-
3,587
3,587
Derivative financial instruments
-
-
479
-
-
-
479
Tax assets
-
-
-
-
-
563
563
Trade and other receivables
650
-
-
-
-
1,346
1,996
Prepayments and deferred
expenses
-
-
-
-
-
214
214
Cash and cash equivalents
4,739
-
-
-
-
1
4,740
Financial assets
5,389
-
479
-
-
5,711
11,579
Loans and borrowings
2,353
17,133
15,191
881
795
53
36,406
Effect of interest rate swaps
-
-
-/- 9,212
-
-
-
-/- 9,212
Tax liabilities
226
-
-
-
-
283
509
Trade and other payables
-
-
-
-
-
3,344
3,344
Deferred income and tenant
deposits
-
-
-
-
-
543
543
Financial liabilities
2,579
17,133
5,979
881
795
4,224
31,590
Total interest sensitivity gap
2,810
-/- 17,133
-/- 5,500
-/- 881
-/- 795
1,487
-/- 21,499
In € 1,000
31-12-2021
Less
than
1 month
1 month
to
3 months
3 months
to
1 year
1 year
to
5 years
More
than
5 years
Non-
interest
bearing
Total
Derivative financial instruments
-
293
-
-
-
-
293
Tax assets
-
-
-
-
-
87
87
Trade and other receivables
490
-
-
-
-
709
1,199
Prepayments and deferred
expenses
-
-
-
-
-
350
350
Cash and cash equivalents
1,741
-
-
-
-
3
1,744
Financial assets
2,231
293
-
-
-
1,149
3,673
Loans and borrowings
4,577
22,955
8,035
507
876
67
37,017
Effect of interest rate swaps
-
-/- 5,990
-
-
-
-
-/- 5,990
Tax liabilities
-
-
-
-
-
700
700
Trade and other payables
-
-
-
-
-
2,590
2,590
Deferred income and tenant
deposits
-
-
-
-
-
563
563
Financial liabilities
4,577
16,965
8,035
507
876
3,920
34,880
Total interest sensitivity gap
-/- 2,346
-/- 16,672
-/- 8,035
-/- 507
-/- 876
-/- 2,771
-/- 28,436
148
Fair value sensitivity analysis for fixed-rate instruments
An increase of 100 basis points in interest rates as at Statement of Financial Position
’s date
would have
decreased Group
equity and profit for the period by €
215,000 (2021
: €
284,000).
A decrease of 100 basis points in interest rates as at Statement of Financial Position
’s date
would have
increased Group
equity and profit for the period by €
215,000 (2021
: €
284,000).
This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
Cash flow value sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points (
bp
) in interest rates as at Statement of Financial Position
’s
date would have increased and / or decreased profit for the period by the amounts shown below.
This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
In € 1,000
31-12-2022
31-12-2021
100 bp
increase
100 bp
decrease
100 bp
increase
100 bp
decrease
Variable rate instruments
-/- 235
272
-/- 144
69
Interest rate swaps
78
-/- 78
49
-/- 49
Cash flow sensitivity (net)
-/- 157
194
-/- 95
20
Weighted average interest rate of loans and borrowings
The main part of the financial liabilities represents loans and borrowings. As at Statement of Financial
Position
’s date
the weighted average interest rate of loans and borrowings is as follows:
31-12-2022
31-12-2021
In %
In %
Weighted average interest rate of loans and borrowings
6.13
4.15
The Fund’s policy is
mitigation.
The risk appetite is low. The impact of interest rate risk is high, the likelihood
of the risk is high.
15.40.5 Price risk
The price risk can be defined as the risk that the value of the investments will fluctuate as a result of changes
in market prices (other than those arising from currency risk or interest rate risk), caused by factors specific to
the individual investment or the issuing institution or factors applicable to the market as a whole.
Rental risk includes the risk of loss of rental income due to vacancies, the lettability of space and movements
in market rents.
Property value risk includes the risk of loss of property value due to changing economic circumstances,
economic decline and / or oversupply of comparable real estate.
Since the Fund’s properties are stated at fair value, with both
realised and unrealised value adjustments being
recognised directly in the Income Statement
, a change in market conditions impacts directly on the Fund’s
investment result. The price risk is managed by the Fund by constructing a portfolio such that optimum
diversification across sectors and markets is achieved.
The Fund’s risk policy towards price risk is
Acceptance.
The risk appetite is high. The impact of this risk is
high, the likelihood is also high.
For the sensitivity analysis of the buildings (including underground) is referred to section 15.2.10
“Sensitivity
analysis”.
149
15.40.6 Concentration risk
The concentration risk is the risk that can occur if the Fund has a large concentration of investments in certain
regions or types of properties or if the Fund depends on a limited number of large tenants. To reduce this risk,
investments of the Fund are spread across different types of properties in several regions in Central Europe
and the portfolio has many small and medium-sized tenants. The Fund has decreased its concentration in
Košice
, Slovakia by selling during 2022 a further two of the eight properties it originally owned in the city,
reducing the holding to a single property (Letna).
The Fund’s policy towards this risk is
Avoidance / control.
The risk appetite is low. The impact of this risk is
medium, the likelihood is medium.
15.40.7
Risk associated with investing with borrowed money
The risk associated with investing with borrowed money lies in the fact that shareholders might lose their
investment because the lender has a priority call on the proceeds of realisation. The investments are indeed
used as a security for the (bank) loans. However, this risk is limited to the equity within the borrower subsidiary
as there is no cross collateralisation and no parent entity guarantee. If the “Loan
-to-
Value” (
LTV
) ratio is too
high according to the bank covenants it is possible that the Fund needs to sell property to improve LTV. The
Fund manages this risk by keeping the LTV below 60% and preferably around 50%. For the LTV reference is
made to section 15.15.4
“Securities provided, bank covenants and ratios secured bank loans”.
The Fund’s policy towards this risk is
Avoidance.
The risk appetite is low. The impact of this risk is high, the
likelihood is medium.
15.40.8 Economic risk
Economic risk is derived from direct financial factors (developments in interest rates and inflation) and market
developments (changes in for example GDP growth and employment). The former tends to affect capital
values, the latter occupancy rates and rental levels. Economic risk is managed by the Fund through focussing
the
Fund’s investments on flexible assets in economically stable regional centres, and managing these assets
through local professional teams closely attuned to developments in local market conditions.
The Fund’s policy towards this risk is
Acceptance.
The risk appetite is high. The impact of economic risk is
high, the likelihood is also high.
15.40.9
Counterpart risk (credit risk)
The credit risk can be defined as the risk of a counterparty being unable to fulfil its obligation to the Fund
associated with monetary assets. The Fund has a credit policy, and the counterpart risk is monitored and
controlled on a continuous basis. The risk is presumed to be low, given the short settlement period of most of
such monetary assets. The Fund does business with various parties; the most important are banks, tenants
and the local administrators of the properties. The Fund will mitigate this risk by regular contact with these
counterparties. If credits rise above certain risk limits, measures will be taken to reduce the risk for the Fund.
150
The carrying amount of monetary assets best represents the maximum credit risk exposure as at Statement
of Financial Position
’s date.
As this date
, the Fund’s monetary assets exposed to credit risk amounted to the
following, related to the F
und’s net assets attributable to the holders of redeemable ordinary
registered and
treasury shares:
31-12-2022
31-12-2022
31-12-2021
31-12-2021
In €
1,000
In %
In € 1,000
In %
Derivative financial instruments
479
1.0
293
0.6
Tax assets
24
5
0.0
15
0.0
Trade and other receivables
1,996
4.3
1,199
2.6
Cash and cash equivalents
4,740
10.2
1,744
3.8
7,220
15.5
3,251
7.0
Other than the above-mentioned items, there were no significant concentrations of credit risk to counterparties
as at Statement of Financial Position
’s date
. No individual financial investment exceeded 10% of the net assets
attributable to the holders of redeemable ordinary and registered shares either as at Statement of Financial
Position
’s date
.
T
he following table sets out the ageing analysis of the Fund’
s monetary assets. The amounts are based on
the carrying amount of monetary assets.
In € 1,000
31-12-2022
Current
(not past
due)
Up to
1 month
past due
1 to
3 months
past due
3 months
to 1 year
past due
More than
1 year
past due
Total
Gross monetary assets
Derivative financial instruments
479
-
-
-
-
479
Tax assets
18
5
-
-
-
-
5
Trade and other receivables
1,741
112
122
31
436
2,442
Cash and cash equivalents
4,740
-
-
-
-
4,740
6,965
112
122
31
436
7,666
Impairment of monetary assets
Derivative financial instruments
-
-
-
-
-
-
Tax assets
18
-
-
-
-
-
-
Trade and other receivables
5
4
4
9
424
446
Cash and cash equivalents
-
-
-
-
-
-
5
4
4
9
424
446
Net monetary assets
Derivative financial instruments
479
-
-
-
-
479
Tax assets
18
5
-
-
-
-
5
Trade and other receivables
1,736
108
118
22
12
1,996
Cash and cash equivalents
4,740
-
-
-
-
4,740
6,960
108
118
22
12
7,220
24
Exclusive of corporate income tax (
CIT
).
151
In €
1,000
31-12-2021
Current
(not past
due)
Up to
1 month
past due
1 to
3 months
past due
3 months
to 1 year
past due
More than
1 year
past due
Total
Gross monetary assets
Derivative financial instruments
293
-
-
-
-
293
Tax assets
25
15
-
-
-
-
15
Trade and other receivables
851
121
151
120
397
1,640
Cash and cash equivalents
1,744
-
-
-
-
1,744
2,903
121
151
120
397
3,692
Impairment of monetary assets
Derivative financial instruments
-
-
-
-
-
-
Tax assets
18
-
-
-
-
-
-
Trade and other receivables
8
4
11
21
397
441
Cash and cash equivalents
-
-
-
-
-
-
8
4
11
21
397
441
Net monetary assets
Derivative financial instruments
293
-
-
-
-
293
Tax assets
18
15
-
-
-
-
15
Trade and other receivables
843
117
140
99
-
1,199
Cash and cash equivalents
1,744
-
-
-
-
1,744
2,895
117
140
99
-
3,251
The impairment with regard to trade and other receivables relates entirely to trade receivables. For further
details with regard to this amount is referred to section 15.8
“Trade and other receivables” in the “Notes to the
Consolidated Financial S
tatements”. The following table sets out the pledges of the Fund’s financial assets.
In € 1,000
31-12-2022
Guarantee deposits
from tenants
Other pledge
Total
Trade and other receivables
225
-
225
Prepayments and deferred expenses
40
-
40
265
-
265
In € 1,000
31-12-2021
Guarantee deposits
from tenants
Other pledge
Total
Trade and other receivables
175
-
175
Prepayments and deferred expenses
57
-
57
232
-
232
The Fund’s policy towards this risk is
Mitigation.
The risk appetite is low. The impact is medium, the likelihood
is low.
15.40.10 Rent risk
Rent levels may be subject to downward pressure in periods of economic weakness. In the market, vacancy
rates can increase and rents will drop. This can also occur at other points of the economic cycle when new
development creates supply that temporarily exceeds demand. Rental risk can be best mitigated by
professional, active local asset management with the ability to deploy cash resources to modernise assets and
25
Exclusive of corporate income tax (
CIT
).
152
fund tenant incentives. It is also mitigated by ensuring diversification in lease contract expiry dates, to avoid a
number of contracts expiring contemporaneously into a weak market.
The Fund’s policy towards the risk is
Mitigation.
The risk appetite is medium. The impact of the rent risk is
medium, the likelihood is high.
15.40.11 Debtor risk
Debtor risk is the risk that arises from the possibility that a specific counterparty is unable to meet its obligations
to the Fund. The policy of the Fund is to reduce the default risk by applying a capital adequacy ratio to
(potential) tenants and by ensuring a diverse tenant base across industries (e.g. Food Retail, Financial
Services, Communications, Healthcare, Technology, Government, Transportation & Logistics) so that an
exposure to certain sectors is limited.
The Fund’s policy towards this risk is
Mitigation
. The risk appetite is medium. The impact of this risk is, due to
tenant base low, the likelihood is high.
15.40.12 Vacancy risk
The occupancy of properties may decrease by lease termination or bankruptcy of tenants. This risk is mitigated
and most effectively managed by the Fund by active local asset management and by a regular programme of
capital investment at asset level. For information about non-cancellable leases reference is made to section
15.24.5
“
non-cancellable
leases”
.
The Fund’s policy towards this risk is
Mitigation.
The risk appetite is medium. The impact of this risk is medium,
the likelihood is high.
15.40.13 Risks with regard to regulations
Political decisions to change the law on, for example, soil pollution, zoning, rent control and taxation can affect
the yield of the Fund. This risk is mitigated by the undertaking of detailed analysis of potentially relevant risks
(due diligence) before an acquisition. The Fund also follows new developments and adjusts its policy if
necessary, based on changes in laws and regulations.
The Fund’s policy is
Mitigation
. The risk appetite is low. The impact of this risk is medium, the likelihood also
is medium.
153
15.40.14 Liquidity risk
The liquidity risk can be defined as the risk of the Fund being unable to fulfil its obligation to counterparties
associated with monetary liabilities.
The Fund invests in real estate, a characteristic of which is its relative illiquidity; typically, the sale of real estate
takes time and this could potentially affect the liquidity position of the Fund. The Fund will continuously monitor
and manage liquidity to meet its obligations.
The following table shows the contractual, undiscounted cash flows of the Fund’s monetary liabil
ities. The
loans and borrowings include the payable interest. The payable interest is calculated by using the weighted
average interest rate of loans and borrowings as at Statement of Financial Position
’s date.
In € 1,000
31-12-2022
Less
than
1 month
1 month
to
3 months
3 months
to
1 year
1 year
to
5 years
More
than
5 years
No stated
maturity
Total
Non-derivative liabilities
Tax liabilities
26
359
-
-
-
-
-
359
Loans & borrowings
2,584
973
4,910
29,223
2,831
-
40,521
Trade and other payables
3,191
153
-
-
-
-
3,344
6,134
1,126
4,910
29,223
2,831
-
44,224
Derivative liabilities
Interest rate swaps
-
-
-
-
-
-
-
Monetary liabilities
6,134
1,126
4,910
29,223
2,831
-
44,224
In € 1,000
31-12-2021
Less
than
1 month
1 month
to
3 months
3 months
to
1 year
1 year
to
5 years
More
than
5 years
No stated
maturity
Total
Non-derivative liabilities
Tax liabilities
19
225
-
-
-
-
-
225
Loans & borrowings
4,113
1,761
1,988
31,337
1,258
-
40,457
Trade and other payables
2,471
119
-
-
-
-
2,590
6,809
1,880
1,988
31,337
1,258
-
43,272
Derivative liabilities
Interest rate swaps
-
-
-
-
-
-
-
Monetary liabilities
6,809
1,880
1,988
31,337
1,258
-
43,272
Weighted remaining maturity of loans and borrowings
The main part of the financial liabilities represents loans and borrowings. As at Statement of Financial
Position
’s date
the weighted remaining maturity of loans and borrowings is as follows:
31-12-2022
31-12-2021
In years
In years
Weighted remaining maturity of loans and borrowings
3.21
3.38
26
Exclusive of Corporate Income Tax (
CIT
).
154
Withdrawable credit facilities
As at Statement of Financial Position
’s date
the withdrawable credit facilities of the Fund are as follows:
31-12-2022
31-12-2021
In € 1,000
In €
1,000
Withdrawable credit facilities
-
250
The Fund’s polic
y towards this risk is
Avoidance.
The risk appetite is low. The Fund works with budgets where
the debt service obligation towards banks is carefully monitored. The impact of this risk can be high, the
likelihood medium.
15.40.15 Operational risk
Operational risk is the risk of losses coming from failed internal processes, people or systems or from external
operational events. Examples of operational risk incidents are fraud, claims, losses, errors, violation of laws
and system failure. During the financial period no material operational risks materialised.
The risk appetite is low.
The Fund’s policy towards operational risks is
Avoidance
/
Mitigation.
The Fund for
example does not tolerate fraud, executes an extensive supplier due diligence / know your customer analysis
for service contracts and for transactions and asks for Supervisory Board approval for the purchase or sale of
real estate. The impact of these risks is medium, the likelihood is low.
15.40.16 Tax risk
Tax risk is the risk associated with possible changes in tax laws or changing interpretations and effects of
government policy and regulation.
T
he Fund’s policy towards this risk is
Mitigation / Acceptance.
The Fund tries to mitigate this risk by using local
specialists on regulation and taxation. The risk appetite is low. The impact of this risk is medium, the likelihood
is high.
15.40.17 Outsourcing risk
Risk of outsourcing activities brings with it the risk that the counterparty does not fulfil its contractual obligations
or makes mistakes. The Fund periodically assesses the compliance of the agreements and takes action as it
deems necessary, e.g. when mistakes occur.
The Fund’s policy towards this risk is
Avoidance
. The risk appetite, impact and likelihood are low.
15.40.18 Legal risk
Legal risk is the risk associated with possible changes in legislation or changing interpretations. In normal
times legislative changes are proposed by governments and made subject to comment by interested parties
before finally being passed into law. This enables drafting errors and unintended consequences to be identified
and removed and market participants to prepare themselves carefully for the impact of such changes. The
COVID-19 pandemic has led to a wave of emergency legislation from governments across the region in which
the Fund invests. This legislation has not been subject to the usual consultation and review processes. As a
result, there is a significantly increased risk that such legislation will impact negatively on the interests of the
Fund and its subsidiaries. In particular, there is a risk that cancellation or deferment of lease obligations,
ostensibly to help retail tenants affected by the pandemic, will lead to a long-term diminution of value in some
of the Fund´s properties. The Managing Board will carefully assess all such legislation and seek to mitigate its
negative effects to the fullest extent possible by active asset management and by specific legal action.
The Fund’s policy is therefore
Mitigation
. The risk appetite is low. The impact can be high, the likelihood is
high.
155
15.40.19 Integrity risk
Within organizations there is a risk that people harm organizations by committing fraud or theft.
The Managing Board therefore evaluates the reliability and integrity of its staff. All staff in key positions
employed the Managing Board
will be screened by “Pre
-E
mployment Screening of Dutch Securities Institute”
(
DSI
).
The Fund’s policy towards the integrity risk is
Avoidance
. The risk appetite is low. The impact of the risk is
medium, the likelihood low.
15.40.20 ESG risk
ESG risk refers to the risk of non-compliance with ESG standards for properties, which can have adverse
effects. To mitigate this risk, the Fund actively strives to meet ESG standards by investing in energy-saving
measures, enhancing real estate, and fostering a positive social environment for tenants. As of now, the Fund
does not perceive significant ESG risks, such as refinancing of expiring loans in 2024 and beyond. However,
this may change in the future if banks establish higher ESG standards, which they presently do not.
The Fund's policy for managing this risk is
Mitigation/avoidance
, with a low risk appetite. The impact of this
risk is considered medium, while the likelihood is medium.
15.40.21 Offsetting financial assets and financial liabilities
As at Statement of Financial
Position’s date t
he Fund has set-off the following financial assets and / or financial
liabilities:
In € 1,000
31-12-2022
Gross amounts before
set-off
Gross amounts
set-off
Net amounts
presented in SFP
Trade and other receivables
2,079
-/- 83
1,996
Trade and other payables
3,427
-/- 83
3,344
In € 1,000
31-12-2021
Gross amounts before
set-off
Gross amounts
set-off
Net amounts
presented in SFP
Trade and other receivables
792
-/- 83
709
Trade and other payables
2,673
-/- 83
2,590
The above set-
off relates to a receivable towards SDPI for the amount of € 83,000, with regard to penalty
interest of Alpha Bank. The receivable for
€ 83,000 has been set
-off against the liability towards Alpha Bank
with regard to accrued penalty interest. In case Alpha Bank will charge the penalty interest SPDI will bear the
burden
for an amount of € 83,000.
The Fund does not intend to set-off other financial assets and / or financial liabilities and / or does not have
the legally enforceable right to do so in the business as usual.
156
15.41
DISCLOSURES LEASES
15.41.1
Impact as at Statement of Financial Position’s date
The following table present the impact of
the application of IFRS 16 as at Statement of Financial Position’s
date:
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Right-of-use assets
1,294
1,397
Total assets
1,294
1,397
Non-current lease liabilities
991
1,134
Current lease liabilities
171
163
Total liabilities
1,162
1,297
For the specification and statement of changes in right-of-use assets is referred to sections:
•
15.2.
6 “Specification of right
-of-
use assets”; and
•
15.2.7 “Statement of changes in
right-of-
use assets”
.
For the statement of changes, analysis, and maturity analysis of undiscounted cash flows of lease liabilities is
referred to sections:
•
15.16.5
“Statement of changes in lease liabilities”
;
•
15.16.6
“
Analysis of lease liabilities; and
•
15.16.7
“Maturity analysis contractual undiscounted cash flows of lease liabilities”
.
15.41.2
Amounts recognised in Consolidated Income Statement
The following table present the impacts of the application of IFRS 16 in the Consolidated Income Statement:
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Valuation losses of right-of-use assets
103
97
Interest expense on lease liabilities
76
84
Foreign exchange and currency results of lease liabilities
-/- 23
11
Expenses relating to short-term leases
-
-
Expenses relating to leases of low-value assets, excluding short-term
leases of low-value assets
-
-
156
192
15.41.3
Amounts recognised in Consolidated Statement of Cashflows
The following table present the impacts of the application of IFRS 16 in the Consolidated Statement of
Cashflows:
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Payment of lease liabilities
188
186
15.41.4
Analysis of lease payments
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Fixed lease payments
188
186
Variable lease payments
-
-
188
186
157
15.42
DISCLOSURES CONSOLIDATED STATEMENT OF CASH FLOWS
15.42.1
Changes in cash flows arising from investing activities
The following table shows the changes in cash flows arising from investing activities, including:
•
changes arising from cash flows; and
•
non-cash changes.
In € 1,000
2022
Investing activities
Cash
changes
Non-cash
changes
Total
Acquisition of subsidiaries, net of cash acquired
50
-
50
Acquisitions of / additions to owned investment property
-/- 298
-/- 4,709
-/- 5,007
Acquisitions of investments in associates
-
-/- 3,655
-/- 3,655
Acquisitions of / additions to assets held for sale
-/- 55
-/- 16
-/- 71
Proceeds from the sale of assets held for sale
8,024
876
8,900
Fair value adjustments of owned investment property
-
3,737
3,737
Fair value adjustments right-of-use assets
-
103
103
Fair value adjustments of investment property under development
-
1,341
1,341
Fair value adjustments investments in associates
-
68
68
Fair value adjustments of assets held for sale
-
-/- 795
-/- 795
(Reversal) of impairment of inventories
-
-/- 70
-/- 70
Effect of changes in exchange rate of owned investment property
-
-/- 458
-/- 458
Effect of changes in exchange rate of property under development
-
400
400
Reclassification (to assets held for sale)
-
10,261
10,261
Reclassification (from owned investment property)
-
-/- 10,261
-/- 10,261
7,721
-/- 3,178
4,543
In € 1,000
2021
Investing activities
Cash
changes
Non-cash
changes
Total
Acquisitions of / additions to owned investment property
-/- 346
-/- 9
-/- 355
Acquisitions of / additions to assets held for sale
-/- 172
-
-/- 172
Proceeds from the sale of owned investment property
-
9
9
Proceeds from the sale of assets held for sale
8,860
-
8,860
Fair value adjustments of owned investment property
-
-/- 3,508
-/- 3,508
Fair value adjustments right-of-use assets
-
97
97
Fair value adjustments of investment property under development
-
7
7
Fair value adjustments of assets held for sale
-
1,343
1,343
(Reversal) of impairment of inventories
-
53
53
Effect of changes in exchange rate of owned investment property
-
-/- 1,069
-/- 1,069
Effect of changes in exchange rate of property under development
-
-/- 297
-/- 297
Reclassification (to assets held for sale)
-
4,720
4,720
Reclassification (from owned investment property)
-
-/- 4,720
-/- 4,720
8,342
-/- 3,374
4,968
158
15.42.2
Changes in cash flows arising from financing activities
The following table shows the changes in cash flows arising from financing activities, including:
•
changes arising from cash flows; and
•
non-cash changes.
In € 1,000
2022
Financing activities
Cash
changes
Non-cash
changes
Total
Share buy-back (treasury shares)
-/- 346
-/- 11
-/- 357
Proceeds from / acquisitions of secured bank loans
-
3,276
3,276
Proceeds from other loans and borrowings
3,100
3,100
Repayments of secured bank loans
-/- 4,260
-
-/- 4,260
Repayments of other loans and borrowings
-/- 2,900
-
-/- 2,900
Payments of lease liabilities
-/- 188
-
-/- 188
(Amortisation) flat fee and transaction costs secured bank loans
-
52
52
(Amortisation) flat fee and transaction costs other loans and
borrowings
-
-/- 39
-/- 39
Accreted interest of lease liabilities
76
76
Accreted interest of other loans and borrowings
-
37
37
Effect of changes in exchange rate of secured
bank loans
-
212
212
Effect of changes in exchange rate of lease liabilities
-
-/- 23
-/- 23
Effect of changes in exchange rate of other loans and borrowings
-
-/- 14
-/- 14
-/- 4,594
3,566
-/- 1,028
In € 1,000
2021
Financing activities
Cash
changes
Non-cash
changes
Total
Proceeds from secured bank loans
14,009
-
14,009
Proceeds from other loans and borrowings
2,340
3,500
5,840
Repayments of secured bank loans
-/- 16,810
-
-/- 16,810
Repayments of convertible bonds
-
-/- 3,500
-/- 3,500
Repayments of other loans and borrowings
-/- 6,349
-
-/- 6,349
Payments of lease liabilities
-/- 186
-
-/- 186
(Amortisation) flat fee and transaction costs secured bank loans
-/- 241
105
-/- 136
(Amortisation) flat fee and transaction costs other loans and
borrowings
-/- 90
97
7
Accreted interest of convertible bonds
-
28
28
Accreted interest of lease liabilities
-
84
84
Accreted interest of other loans and borrowings
-
27
27
Effect of changes in exchange rate of secured
bank loans
-
454
454
Effect of changes in exchange rate of lease liabilities
-
-/- 11
-/- 11
Effect of changes in exchange rate of other loans and borrowings
-
8
8
-/- 7,327
792
-/- 6,535
159
15.43
RELATED PARTIES
15.43.1
Identity of related parties
For the Fund the following categories of related parties were identified during the financial period:
I.
Managers in key positions, meaning the Managing Board and the Supervisory Board;
II.
Major investors (more than 20% voting rights);
III.
All organisational entities within the Group designated as Arcona Capital;
IV.
Investment trusts, investment funds and other investment companies which are managed by an
entity belonging to Arcona Capital;
V.
Investments undertaken by Arcona Capital, in which Arcona Capital has significant influence (more
than 20% of voting rights).
Related parties include both natural and legal persons. Close members of the family of natural persons, being
related parties, are also classified as related parties.
15.43.2
Transactions with and / or interests of managers in key positions (I)
During the financial period the Fund entered into the following transactions with the managers in key positions:
A.
the Managing Board received a remuneration (management fee) for an amount of € 1,286,000 (2021:
€ 1,301,000);
B.
the Managing Board reduced its own management fee by an amount equivalent to the asset
management fees paid by the Fund (and / or its subsidiaries) to Arcona Capital Czech Republic s.r.o.
for the amount of €
295,000 (2021
: € 4
06,000);
C.
the Managing Board reduced its own management fee by an amount equivalent to the asset
management fees paid by the Fund (and / or its subsidiaries) to Arcona Capital Poland Sp.
z o.o.
for the amount of €
203,000 (2021
: € 1
85,000);
D.
the Managing Board reduced its own management fee by an amount equivalent to the asset
management fees paid by the Fund (and / or its subsidiaries) to CEG South East Continent Unique
Real Estate Management Limited for the amount of € 83,000 (2021: € 62,000);
E.
the Supervisory Board received a remuneration for an
amount of € 35,000 (2021: € 35,000)
.
During the financial period no other transactions occurred with members of the Managing Board and / or
members of the Supervisory Board.
For the personal interests of members of the Managing and Supervisory Board reference is made to section
20.3
“Personal interests”.
For the remuneration of the Managing Board reference is made to section 15.33
“Administrative expenses”.
For the remuneration of the Supervisory Board and the remuneration of the statutory directors reference is
made to section 15.34
.3 “Analysis of Supervisory Board fees” and
section 5.34
.4 “Analysis of other operating
expenses”.
15.43.3
Specification major investors
As at Statement of Financial Position’s date the Fund identified the following major investors:
Name
Type of share
Direct real
voting rights
Indirect real
voting rights
Direct potential
voting rights
Total
In %
In %
In %
In %
Stichting Prioriteit APF
Priority shares
100.00
n.a.
n.a.
100.00
Secure Property Development &
Investment Plc (SPDI)
Registered
shares
25.32
n.a.
6.13
31.45
The voting rights are based on information in the Register of substantial holdings and gross short positions of
the AFM, as at Statement of Financial Position
’s date.
160
15.43.4
Transactions with and / or interests of major investors (II)
During the financial period the Fund entered into or maintained the following transactions with major investors:
2022
31-12-2022
Name
Kind of transaction
Amount of transaction
Carrying amount
In € 1,000
In € 1,000
SPDI
Acquisition 21.18%-share in Lelar Holding Ltd.
3,173
57
SPDI
Acquisition 3.17%-share in Lelar Holding Ltd.
482
16
SPDI
Acquisition 100%-share in N-E Real Estate
Park First Phase S.r.l.
1,473
47
SPDI
Receivable / current account
-
8
2021
31-12-2021
Name
Kind of transaction
Amount of transaction
Carrying amount
In € 1,000
In €
1,000
H.M. van Heijst
Conversion convertible bonds into loan
provided
2,000
1,000
H.M. van Heijst
Payable interest loan provided
23
15
H.M. van Heijst
Payable interest convertible bonds
108
-
15.43.5
Transactions with other related parties (III-IV-V)
During the financial period the Fund entered into or maintained the following transactions with other related
parties:
2022
31-12-2022
Name
Kind of transaction
Other
information
Amount of
transaction
Carrying
amount
In € 1,000
In €
1,000
Arcona Capital Czech Republic s.r.o.
Asset management fee
-
295
-
Arcona Capital Poland Sp. z o.o.
Asset management fee
-
203
-
498
-
Arcona Capital Czech Republic s.r.o.
Advisory services
-
11
-
Several
Rental income
268 m
2
57
-
Statutory directors
Wages and salaries
-
12
6
2021
31-12-2021
Name of other related party
Kind of transaction
Other
information
Amount of
transaction
Carrying
amount
In € 1,000
In € 1,000
Arcona Capital Czech Republic s.r.o.
Asset management fee
-
406
-
Arcona Capital Poland Sp. z o.o.
Asset management fee
-
185
-
591
-
Arcona Capital Czech Republic s.r.o.
Advisory services
-
37
-
Several
Rental income
268 m
2
52
-
Statutory directors
Wages and salaries
-
12
4
15.43.6
Investments in other related parties (III-IV-V)
Investment trusts, investment funds and other investment companies, which are managed by an entity
belonging to Arcona Capital, do hold investments in companies in which the Fund also holds investments.
As at
Statement of Financial Position’s date the Fund held no investments in other related parties.
161
15.43.7
Agreements with related parties
During the financial period the Fund entered into or maintained the following transactions with related parties
affiliated with the Managing Board of the Fund:
2022
31-12-2022
Name
Kind of transaction
Amount of transaction
Carrying amount
In €
1,000
In € 1,000
R.J. Barker
Providing unsecured loan
-
250
R.J. Barker
Payable interest unsecured loan provided
24
6
2021
31-12-2021
Name
Kind of transaction
Amount of transaction
Carrying amount
In € 1,000
In € 1,000
R.J. Barker
Providing unsecured loan
250
250
R.J. Barker
Payable interest unsecured loan provided
21
6
The Fund has not entered into any other agreements with parties affiliated with the Managing Board of
the Fund.
15.43.8
Loans from third parties
During the financial period the Fund has entered into loan agreements with third parties. Those third parties
are not related parties to the Fund or the Managing Board but are investors in other funds managed by the
Managing Board.
15.44
EVENTS AFTER STATEMENT
OF FINANCIAL POSITION’S DATE
The following material events after Statement of Financial Position’s date have occurred:
A.
On January 10, 2023 the Fund announced it has successfully refinanced the Boyana Residence
project in Bulgaria with a new loans
for an amount of € 3.6 million.
The new loans from Dutch
investors replaces two expired loans from Alpha Bank. This refinancing makes it possible to fully
repay Alpha Bank, pay historical taxes and renovate apartments in accordance with the original
business plan. Alpha Bank had not permitted the separate sale of the development land or the sale
of individual apartments, thus limiting the realization of potential additional value from the project;
B.
In the period from January 1, 2023 to March 15, 2023 the Parent Company has repurchased 60,976
ordinary shares of the Parent Company at an average price of € 6.43 per share. The total acquired
amount in cash terms is € 392,050. These shares have been acquired as part
of the share buy-back
programme announced on September 14, 2022, for an amount up to € 1.5 million.
The ordinary
shares are proposed for partial cancellation
in due course upon a resolution of the Shareholders’
Meeting to reduce the Parent Company’s capital;
C.
On 28 March 2023, the Fund was notified that Hypo Noe had approved a waiver for ACREP and
Project 5, addressing the breach of the DSCR forecast covenant.
D.
On April 4, 2023, it was announced that Sberbank CZ (as an enterprise) had been sold to Česká
Spořitelna based on publicly available information. The Sberbank CZ loan book with a nominal value
of CZK 47.1 billion was transferred. Česká Spořitelna purchas
ed it for CZK 41.053 billion. Throughout
April 2023, the technical transfer of data from Sberbank CZ to Česká Spořitelna will take place.
For more information is referred to section 13.3
“Statement of compliance and future related assumptions”
.
No
further material events have occurred after Statement of Financial Position’s date.
162
PARENT COMPANY FINANCIAL STATEMENTS 2022
163
16
PARENT
COMPANY
BALANCE
SHEET
After proposal result appropriation
Notes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Investments
Investments in group companies
19.1
31,981
35,146
Receivables from group companies
19.2
22,549
17,327
54,530
52,473
Receivables
Other receivables
19.3
1,149
1,131
Deferred expenses
19.4
3
3
1,152
1,134
Other assets
Cash at bank
19.7
1,814
205
Total assets
57,496
53,812
Shareholders’ equity
19.8
Issued capital
19.9
21,190
18,794
Share premium
19.10
21,922
19,310
Revaluation reserve
19.8.1
7,911
8,725
Reserve currency translation differences
19.8.1
1,073
1,262
Reserve investments in group companies
19.8.1
9,157
7,989
Retained earnings
19.8.1
-/- 14,738
-/- 9,677
46,515
46,403
Provisions
Investments in group companies
19.11
38
12
Long-term liabilities
Private loans
19.13
668
250
Debts to group companies
19.14
6,717
2,153
7,385
2,403
Current liabilities
Private loans
19.13
2,130
2,250
Debts to group companies
19.14
-
1,384
Tax liabilities
19.15
6
7
Other liabilities
19.16
69
55
Accruals
19.17
1,353
1,298
Total current liabilities
3,558
4,994
Total shareholders’ equity and liabilities
57,496
53,812
164
17
PARENT
COMPANY
PROFIT
AND
LOSS
ACCOUNT
Notes
2022
2021
In € 1,000
In € 1,000
Income from investments
Interest
19.20
1,165
761
Realised valuation results of investments
Investments in group companies
19.21
27
527
Receivables from group companies
19.22
-
3
27
530
Unrealised valuation results of investments
Investments in group companies
19.23
-/-
1,910
3,726
Receivables from group companies
19.24
-/- 1,923
-
-/- 3,833
3,726
Total income
-/- 2,641
5,017
Administrative expenses
19.25
705
648
Other operating expenses
19.26
633
524
Interest expenses
19.28
397
754
Total expenses
1,735
1,926
Result before income tax
-/-
4,376
3,091
Income tax expense
19.29
-/- 26
-/- 43
Result after income tax
-/- 4,350
3,134
165
18
ACCOUNTING
PRINCIPLES
PARENT
COMPANY
FINANCIAL
STATEMENTS
18.1
GENERAL
The Parent Company Financial Statements for the financial period are part of the Consolidated Financial
Statements for the financial period.
18.2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
The Parent Company Financial Statements have been prepared in accordance with the provisions of Part 9 of
Book 2 of the Dutch Civil Code (Titel 9, Boek 2 van het Burgerlijk Wetboek). For the purpose of determining
the principles of valuation of assets and liabilities and the determination of results for its Parent Company
Financial Statements, the Parent Company makes use of the option offered in Book 2, article 2:362 (8) of the
Dutch Civil Code. This means that the principles of valuation of assets and liabilities and determination of
results (hereinafter referred to as the “principles of valuation”)
of the Fund’s
Parent Company Financial
Statements are identical to those that have been applied for the Consolidated Financial Statements. In this
context investment in group companies, on which significant influence is exercised, are valued at Net Asset
Value. The Consolidated Financial Statements have been prepared in accordance with the standards adopted
by the International Accounting Standards Board (“
IASB
”) and accepted by the Eur
opean Union (hereinafter
referred to as “EU
-
IFRS”). Reference is made to sections 1
3.5
“Basis of preparation of the consolidated
financial statements”
to 13.41
“Income tax expense”
, inclusive for a description of those principles.
18.3
BASIS OF PREPARATION OF THE PARENT COMPANY FINANCIAL STATEMENTS
18.3.1
Investments in group companies
Investments in group companies in which the Parent Company either exercises voting control or effective
management responsibility are valued at Net Asset Value. The initial recognition in the accounts and valuations
at balance sheet dates is made at Net Asset Value. The value is adjusted with the share of the Parent Company
in the results of the group company, based on the principles for determining results as applied in the
Consolidated Financial Statements and with the share in the other movements in equity of the group company
with effect from the date on which control commences.
In case the value of the group company is reduced to zero, additional losses are provided for, and a liability is
recognised, only to the extent that the Parent Company has incurred legal or constructive obligations or made
payments on behalf of the group company. If the group company subsequently reports profits, the Parent
Company resumes recognising its share of those profits only after its share of the profits equals the share of
losses not recognised.
The Net Asset Value of the foreign group companies is translated into Euros at the exchange rate as at the
balance sheet date. The results of foreign group companies are translated into Euros at the exchange rates at
the dates of the transactions. For practical reasons, the average monthly exchange rates for the financial
period are used to approximate the exchange rates at the dates of the transactions, as long as the exchange
rates have not fluctuated significantly.
18.3.2
Receivables from group companies
Receivables from group companies are initially measured at fair value and subsequently measured at
amortised cost. As at balance sheet date the receivables from group companies are translated into Euros at
the exchange rate as at the balance sheet date. The recognition and determination of impairments takes place
in a forward-looking manner based on the expected credit loss model (
ECL
). The ECL model applies to the
receivables from group companies. Due to the fact that investments in group companies are considered as a
166
combination of assets and liabilities, this means in general that expected credit losses on receivables from
group companies are eliminated. The elimination is recognised in the carrying amount of the receivables from
group companies.
18.3.3
Acquisitions by share-based payments
In case the Fund acquires investments in group companies, receivables from group companies, investments
in associates or other assets by share-based payments (IFRS 2), the difference between the fair value of those
assets and the purchase price agreed is recognised directly into the share premium.
18.3.4
Issued capital
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from
equity.
When equity shares are repurchased, the consideration paid, which includes directly attributable costs, is
recognized as a deduction from equity. The Parent Company classifies the repurchased shares as treasury
shares at the payment date to its liquidity provider and charges them to the retained earnings, including directly
attributable costs. If the treasury shares are sold or reissued later, the amount received is recognized as an
increase in equity, and any surplus or deficit resulting from the transaction is presented within share premium.
There is no impact on the profit and loss account when the company buys back, sells, issues, or cancels its
own shares.
18.3.5
Share premium
The share premium comprises the amount paid in by the shareholders on ordinary and registered shares of
the Parent Company over and above the nominal value. The uplift received on issuance of own ordinary and
registered shares or the reduction applied on redemption of own ordinary and registered shares is recognised
directly into the share premium.
18.3.6
Revaluation reserve
The legal revaluation reserve comprises the cumulative unrealised positive net changes in the fair value of the
properties held by the investments in group companies (owned investment property, investment property under
development as well as properties classified as assets held for sale), less the related deferred tax liabilities.
The deferred tax liabilities are deducted in accordance with the principles of valuation for deferred taxes.
In case of sale of property the cumulative unrealised positive net change in the fair value of the property sold,
as well as the related deferred tax liabilities, are no longer stated in the revaluation reserve but recognised
under retained earnings.
18.3.7
Reserve currency translation differences
Results arising from translation of net investments in group companies outside the Euro-zone into the Parent
Company
’s
functional currency (Euro)
are recognised directly in the shareholders’ equity in
reserve currency
translation differences. In the event of reduction or sale of the net investment in group companies the
cumulative exchange differences related to that group company are (proportionally) transferred to the retained
earnings.
18.3.8
Reserve investments in group companies
The Parent Company maintains a legal reserve
(“Reserve investments in group companies”)
for the amount
of its share in the positive result in its group companies and of its share in direct increases in equity since the
initial recognition of the group company was made. Negative cumulative results in a group company since its
first valuation are not taken into account.
The reserve investments in group companies will be reduced by:
•
distributions to which the Parent Company, until the moment of adoption of its own Financial
Statement, has acquired an entitlement;
•
direct decreases in equity of the group company;
•
distributions which the Parent Company may affect without restrictions.
167
The distributions as mentioned in this section do not include distributions made in the form of shares.
18.3.9
Result from investments in group companies
The share of the results from investments in group companies comprises the Parent Company
’s share in the
results of the group companies, including the revaluation results of the assets held by the group companies.
The result from investments in group companies has been determined on the basis of the principles of valuation
adopted by the Parent Company. Results from transactions between the Parent Company and the group
companies, as well as between the group companies themselves, are recognised insofar as they are realised.
If the group companies have been acquired in the course of the financial period, the Parent Company accounts
for the results from investments in group companies with effect from the date on which control commenced.
18.4
SIZE AND COMPOSITION OF THE EQUITY AND RESULTS IN THE CONSOLIDATED AND
PARENT COMPANY FINANCIAL STATEMENTS
As the Parent Company makes use of the option provided in Book 2, article 2:362 (8) of the Dutch Civil Code,
the size of the G
roup equity (in the Consolidated Statement of Financial Position) and the shareholders‘ equity
(in the Parent Company Balance Sheet) is identical.
The
composition of the equity (in the Consolidated Statement of Financial Position) and the shareholders‘
equity (in the Parent Company Balance Sheet) is not identical.
Since the Parent Company makes use of the option provided in Book 2, article 2:362 (8) of the Dutch Civil
Code, the profit for the period in the Consolidated Income Statement and profit for the period in the Parent
Company Profit and Loss Account is identical.
168
19
NOTES
TO
THE
PARENT
COMPANY
FINANCIAL
STATEMENTS
19.1
INVESTMENTS IN GROUP COMPANIES
19.1.1
Analysis of investments in group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Arcona Capital RE Bohemia s.r.o.
7,788
7,208
Arcona Capital RE Slovakia s.r.o.
13,422
13,612
Arcona Capital Real Estate Poland Sp. z o.o.
2,818
2,786
Arcona Capital Real Estate Trio Sp. z o.o.
6,309
6,565
Arcona Real Estate B.V.
894
885
Aisi Bela LLC
750
3,332
Boyana Residence E.O.O.D.
-
758
Arcona Capital Real Estate Bulgaria Ltd.
-
-
Arcona Black Sea Real Estate B.V.
-
-
31,981
35,146
The companies indicated above are included in the Consolidated Financial Statements. For further analysis of
the investments in group companies reference is made to section 15.1.1
“Consolidated subsidiaries”.
19.1.2
Statement of changes in investments in group companies
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
35,146
35,434
Share in result of group companies
-/- 1,910
3,726
Distributions
-/- 372
-/- 4,744
Exchange rate differences
-/-
234
719
Other movements directly in shareholders’ equity
-/- 675
-
Reclassifications (to provision investments in group companies)
26
11
Balance as at 31 December
31,981
35,146
The negative amount of €
372,000 in "Distributions" represents dividend distributions from Arcona Capital RE
Slovakia s.r.o.
The
negative amount of €
675,000 in
“
Other movements directly in shareholders
’
equity
”
includes the following
items:
•
A result on acquisition of €
40,000 related to the acquisition of 100% shares in N-E Real Estate Park
First Phase S.r.l. by Arcona Black Sea Real Estate B.V.
•
A IFRS 2.10 negative booking effect of
€
711,000 related to the acquisition of a 24.35% share in
Lelar Holding Ltd. by Arcona Black Sea Real Estate B.V. (for further information is referred to section
15.4.1 “Specification of investments in associates”).
•
Exchange rate differences of €
4,000 related to net investments in group companies held by Arcona
Black Sea Real Estate B.V.
169
19.1.3
Securities provided
As at balance sheet date the following securities were provided:
•
The issued shares of Arcona Capital RE Bohemia s.r.o. are pledged to Sberbank CZ;
•
the issued shares of Arcona Capital Real Estate Poland Sp. z o.o. are pledged to Hypo Noe;
•
the issued shares of Arcona Capital Real Estate Trio Sp. z o.o. are pledged to the holders of secured
series A bearer bonds;
•
the issued shares of Boyana Residence E.O.O.D. are pledged to Alpha Bank.
For further information on the pledges to credit institutions and bank covenants reference is made to section
15.16.
4 “Securities provided, bank covenants and ratios secured bank loans”.
19.2
RECEIVABLES FROM GROUP COMPANIES
19.2.1
Analysis of receivables from group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Loans to group companies
22,542
17,327
19.2.2
Analysis of loans to companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Arcona Capital Real Estate Poland Sp. z o.o.
7,950
7,500
Arcona Capital Black Sea Real Estate B.V.
5,670
-
Arcona Capital RE Bohemia s.r.o.
3,325
3,093
Arcona Real Estate B.V.
3,305
3,104
Boyana Residence E.O.O.D.
2,143
3,583
Aisi Bela LLC
149
47
22,542
17,327
As at balance sheet date the weighted average interest rate on all receivables from group companies is 5.46%
per annum (December 31, 2021: 4.57% per annum).
19.2.3
Statement of changes in loans to group companies
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
17,327
16,334
Loans advanced
7,036
1,300
Redemption on loans advanced
-
-/- 476
Exchange rate differences
102
169
Provision
-/- 1,923
-
Balance as at 31 December
22,542
17,327
170
19.3
OTHER RECEIVABLES
This covers other receivables with a payment term within one year.
19.3.1
Analysis of other receivables
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Interest on loans to group companies
281
135
Dividend from investments in group companies
785
799
Receivables SPDI
83
83
Receivables Secure Management S.r.l.
-
114
1,149
1,131
For further information with regard to
“Receivables
SPDI
” for the amount of € 83,000
reference is made to
section 15.40.
20 “
Offsetting financial assets and financial liabilities
”.
19.3.2
Specification of interest on loans to group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Arcona Capital RE Bohemia s.r.o.
281
132
Aisi Bela LLC
-
3
281
135
19.3.3
Specification of dividend from investments in group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Arcona Capital Real Estate Trio Sp. z o.o.
785
799
19.4
DEFERRED EXPENSES
This covers deferred expenses with a maturity within one year.
19.4.1
Analysis of deferred expenses
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Prepayments
3
3
171
19.5
RECOGNISED DEFERRED TAXES
19.5.1
Specification of recognised deferred taxes
31-12-2022
Recognised
deferred tax
assets
Recognised
deferred tax
liabilities
Total
deferred
taxes
In € 1,000
In € 1,000
In € 1,000
Receivables from group companies
-
97
-/- 97
Tax losses (carried forward)
97
-
97
Deferred taxes before set-off
97
97
-
Set-off deferred taxes
-/- 97
-/- 97
-
-
-
-
31-12-2021
Recognised
deferred tax
assets
Recognised
deferred tax
liabilities
Total
deferred
taxes
In € 1,000
In € 1,000
In € 1,000
Receivables from group companies
-
71
-/- 71
Tax losses (carried forward)
71
-
71
Deferred taxes before set-off
71
71
-
Set-off deferred taxes
-/- 71
-/- 71
-
-
-
-
19.5.2
Analysis of recognised deferred taxes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Will expire
-
-
Will never expire
-
-
-
-
19.5.3
Analysis of recognised deferred tax assets concerning tax losses (carried forward)
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Will expire
-
-
Will never expire
97
71
97
71
Based on the tax forecast the Managing Board expects (taking into account local tax law and regulations) that
in the future there will be sufficient taxable profit to set-off these recognised tax losses.
172
19.6
UNRECOGNISED DEFERRED TAXES
19.6.1
Specification of unrecognised deferred taxes
31-12-2022
Unrecognised
deferred tax
assets
Unrecognised
deferred tax
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Tax losses (carried forward)
1,766
-
1,766
Receivables from group companies
512
-
512
2,278
-
2,278
31-12-2021
Unrecognised
deferred tax
assets
Unrecognised
deferred tax
liabilities
Total
In € 1,000
In € 1,000
In € 1,000
Tax losses (carried forward)
1,634
-
1,634
Receivables from group companies
1
-
1
1,635
-
1,635
19.6.2
Analysis of unrecognised deferred taxes
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Will expire
-
-
Will never expire
1,766
1,635
1,766
1,635
The Managing Board expects (taking into account local tax law and regulations) that in the future there will be
insufficient taxable profit to set-off these unrecognised tax losses.
19.6.3
Statement of changes in unrecognised deferred taxes
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
1,635
1,360
Adjustments related to prior years
13
13
Additions / withdrawals
630
211
Change in tax rate
-
51
Balance as at 31 December
2,278
1,635
19.7
CASH AT BANK
Cash at bank is entirely at the free disposal of the Parent Company.
173
19.8
SHAREHOLDERS’ EQUITY
19.8.1
Statement of changes in
shareholders’ equity
Issued
capital
Share
premium
Revaluation
reserve
Reserve
currency
translation
differences
Reserve
investments
in group
companies
Equity
component
convertible
bonds
Retained
earnings
Share-
holders’
equity
In €
1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
In € 1,000
Balance as at January 1, 2022
18,794
19,310
8,725
1,262
7,989
-
-/- 9,677
46,403
Result after income tax
-
-
-
-
-
-/- 4,350
-/- 4,350
Change in revaluation reserve
-
-
-/- 814
-
-
-
814
-
Change in reserve currency
translation differences
-
-
-
-/- 189
-
-
-
-/- 189
Change in reserve investments
in group companies
-
-
-
-
1,168
-
-/- 1,168
-
Own shares issued
2,396
2,612
-
-
-
-
-
5,008
Treasury shares repurchased
-
-
-
-
-
-
-/- 357
-/- 357
Balance as at December 31,
2022
21,190
21,922
7,911
1,073
9,157
-
-/- 14,738
46,515
Balance as at January 1, 2021
18,794
19,310
6,691
947
7,137
144
-/- 10,069
42,954
Result after income tax
-
-
-
-
-
3,134
3,134
Change in revaluation reserve
-
-
2,034
-
-
-
-/- 2,034
-
Change in reserve currency
translation differences
-
-
-
315
-
-
-
315
Change in reserve investments
in group companies
-
-
-
-
852
-
-/- 852
-
Change in equity component
convertible bonds
-
-
-
-
-
-/- 144
144
-
Balance as at December 31,
2021
18,794
19,310
8,725
1,262
7,989
-
-/- 9,677
46,403
19.9
ISSUED CAPITAL
19.9.1
Analysis of issued capital
31-12-2022
31-12-2022
31-12-2021
31-12-2021
In pieces
In €
1,000
In pieces
In € 1,000
Ordinary shares (at € 5.00 each)
3,113,074
15,565
3,165,149
15,826
Registered shares (at € 5.00 each)
1,072,910
5,364
593,534
2,968
Subtotal profit-
sharing shares (at € 5.00 each)
4,185,984
20,929
3,758,683
18,794
Treasury shares (at € 5.00 each)
52,075
261
-
-
Priority shares (at € 5.00 each)
1
-
1
-
4,238,060
21,190
3,758,684
18,794
174
19.9.2
Ordinary shares
The holders of ordinary shares are entitled to dividends, the distribution of which has been resolved by the
General Meeting of Shareholders. The holders of ordinary shares are entitled to exercise one vote per ordinary
share at the General Meeting of Shareholders.
2022
2022
2021
2021
In pieces
In € 1,000
In pieces
In € 1,000
Balance in issue as at 1 January
3,165,149
15,826
3,138,158
15,691
Conversion registered shares
-
-
26,991
135
Share buy-back
-/- 52,075
-/- 261
-
-
Balance in issue as at 31 December fully paid
3,113,074
15,565
3,165,149
15,826
19.9.3
Registered shares
The registered shares are currently restricted from trading on Euronext Fund Services (EFS) in Amsterdam
and the Prague Stock Exchange (PSE).
2022
2022
2021
2021
In pieces
In € 1,000
In pieces
In € 1,000
Balance in issue as at 1 January
593,534
2,968
620,525
3,103
Issued during the financial period
479,376
2,396
-
-
Conversion into ordinary shares
-
-
-/- 26,991
-/- 135
Balance in issue as at 31 December fully paid
1,072,910
5,364
593,534
2,968
19.9.4
Treasury shares
The treasury shares are held by the Parent Company.
2022
2022
2021
2021
In pieces
In € 1,000
In pieces
In € 1,000
Balance in issue as at 1 January
-
-
-
-
Share buy-back
52,075
261
-
-
Balance in issue as at 31 December fully paid
52,075
261
-
-
As at September 14, 2022 the Parent Company announced it would repurchase ordinary shares for a
maximum of € 1
.5 million. The buy-back programme will be executed in the period between September 15,
2022 up to and including March 15, 2023
, or until €
1.5 million in ordinary shares has been purchased. The
ordinary shares acquired will be cancelled subsequently following a resolution of the shareholders meeting.
19.9.5
Priority shares
From the profit earned in a financial period, primarily and as far as possible a dividend is distributed on the
priority shares amounting to seven per cent (7%) on an annual basis, calculated over the nominal value of the
priority shares. No further distributions are made on the priority shares.
2022
2022
2021
2021
In pieces
In € 1,000
In pieces
In € 1,000
Balance in issue as at 1 January
1
-
1
-
Issued during the financial period
-
-
-
-
Redeemed during the financial period
-
-
-
-
Balance in issue as at 31 December fully paid
1
-
1
-
175
19.9.6
Analysis of authorised share capital
31-12-2022
31-12-2022
31-12-2021
31-12-2021
In pieces
In € 1,000
In pieces
In € 1,000
Ordinary shares (at € 5.00 each)
4,999,999
25,000
4,999,999
25,000
Priority shares (at € 5.00 each)
1
-
1
-
5,000,000
25,000
5,000,000
25,000
19.9.7
Acquisitions through share-based payments
During the financial period the Fund acquired the following subsidiaries (investments in group companies),
through share-based payments:
•
N-E Real Estate Park First Phase S.r.l. (through Arcona Black Sea Real Estate B.V.): issuance of 10
registered shares for a total amount of €
1,000.
During the financial period the Fund acquired the following associates (investments in associates), through
share-based payments:
•
24,35%-share in Lelar Holdings Limited (through Arcona Black Sea Real Estate B.V.): issuance of
362,688 registered shares for a total amount of € 3,
582,000.
Besides the Fund has a payable with regard to the final settlement of the acquisition for an amount
of € 73,000.
The Fund intends to settle this payable in the near future by the issuance of additional
registered shares of the Parent Company.
During the financial period the Fund acquired the following loans to subsidiaries (receivables from group
companies), through share-based payments:
•
Loan to N-E Real Estate Park First Phase S.r.l. (through Arcona Black Sea Real Estate B.V.):
issuance of 116,678 registered
shares for a total amount of €
1,425,000.
Besides the Fund has a payable with regard to the final settlement of the acquisition for an amount
of € 47,000.
The Fund intends to settle this payable in the near future by the issuance of additional
registered shares of the Parent Company.
For a specification of the subsidiaries´ assets acquired and liabilities assumed reference is made to section
15.1.3
“Subsidiaries acquired during the financial period”.
19.10
SHARE PREMIUM
For the statement of changes in share premium reference is made to section
19.8.1 “Statement of changes in
shareholders’ equity”
.
The paid-up share premium for tax purposes as at December 31, 2022
was €
25,525,000 (December 31, 2021:
€
22,430,000).
19.11
PROVISIONS
19.11.1
Analysis of provisions
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Investments in group companies
38
12
176
19.11.2
Specification of provisions investments in group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Arcona Capital Real Estate Bulgaria Ltd.
38
10
Arcona Black Sea Real Estate B.V.
-
2
38
12
19.11.3
Statement of changes in provisions investments in group companies
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
12
1
Additions
26
11
Balance as at 31 December
38
12
19.12
DEFERRED TAX LIABILITIES
For the specification and analysis of the (un)recognised deferred tax liabilities reference is made to section
19.5 “Recognised deferred taxes and
section 19
.6 “Unrecognised deferred taxes”.
19.13
PRIVATE LOANS
19.13.1
Analysis of private loans
31-12-2022
31-12-2021
In € 1,000
In € 1,000
(Un)secured loans third parties
2,798
2,500
19.13.2
Statement of changes in private loans
2022
2021
In € 1,000
In € 1,000
Balance as at 1 January
2,500
4,373
Loans advanced
3,100
3,750
Redemptions
-/- 2,750
-/- 5,660
(Amortisation) flat fee and transaction costs
-/- 52
37
Balance as at 31 December
2,798
2,500
For the conditions and securities provided of the private loans reference is made to section 15.16.9
“
Analysis
of other loans and borrowings”
and section 15.16.10
“Securities provided of other loans and borrowings”.
19.13.3
Maturity analysis of private loans
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Less than 1 year
2,130
2,250
1 to 5 years
668
250
More than 5 years
-
-
2,798
2,500
177
19.14
DEBTS TO GROUP COMPANIES
19.14.1
Analysis of debts to group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Loans due to group companies
6,237
3,359
Interest on loans due to group companies
480
178
6,717
3,537
19.14.2
Maturity analysis of debts due to group companies
31-12-2022
Loans due to
group companies
Interest on loans due to
group companies
Total
In € 1,000
In € 1,000
In €
1,000
Less than 1 year
-
-
-
1 to 5 years
6,237
480
6,717
More than 5 years
-
-
-
6,267
480
6,717
31-12-2021
Loans due to
group companies
Interest on loans due to
group companies
Total
In € 1,000
In € 1,000
In € 1,000
Less than 1 year
1,346
38
1,384
1 to 5 years
2,013
140
2,153
More than 5 years
-
-
-
3,359
178
3,537
19.14.3
Specification of loans due to group companies
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Arcona Capital Real Estate Trio Sp. z o.o.
2,013
2,013
Arcona Capital RE Slovakia s.r.o.
3,623
745
Arcona Capital Real Estate Bulgaria Ltd.
601
601
6,237
3,359
As at balance sheet date the weighted average interest rate on all loans due to group companies is 4.98% per
annum (December 31, 2021: 7.10%).
19.14.4
Statement of changes in loans due to group companies
2022
2021
In € 1,000
In €
1,000
Balance as at 1 January
3,359
601
Loans advanced
3,450
2,758
Redemptions
-/- 572
-
Balance as at 31 December
6,237
3,359
178
19.14.5
Specification of interest on loans due to group companies
31-12-2022
31-12-2021
In €
1,000
In € 1,000
Arcona Capital RE Slovakia s.r.o.
90
1
Arcona Capital Real Estate Trio Sp. z o.o.
337
140
Arcona Capital Real Estate Bulgaria Ltd.
53
37
480
178
19.15
TAX LIABILITIES
31-12-2022
31-12-2021
In € 1,000
In
€ 1,000
Value Added Tax (
VAT
)
6
7
19.16
OTHER LIABILITIES
This covers other liabilities with a payment term within one year.
19.16.1
Analysis of other liabilities
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Trade payables
69
55
19.17
ACCRUALS
This covers accruals with a payment term within one year.
19.17.1
Analysis of accruals
31-12-2022
31-12-2021
In € 1,000
In € 1,000
Administrative expenses
1,120
1,099
Other operating expenses
227
145
Interest payables
6
54
1,422
1,298
19.18
NON-CONTINGENT LIABILITIES
As at balance sheet date the Parent Company was not subject to any contractual obligation concerning for
example investments or other non-contingent liabilities that require settlement in a future financial period.
179
19.19
CONTINGENT LIABILITIES
As at balance sheet date the Parent Company has the following contingent liabilities:
A.
As of January 1, 2022 the Parent Company is at the head of the fiscal unity for corporate income tax
(
CIT
) purposes with Arcona Black Sea Real Estate B.V. On this basis, the Parent Company is jointly
and severally liable for the corporate income tax liability of the fiscal unity as a whole.
B.
The Parent Company has a contingent liability to issue ordinary shares arising from the outstanding
warrants. For further information reference is made to section 15.24
“Contingent liabilities”
.
C.
The Parent Company has a contingent liability towards Secure Property Development & Investments
Ltd (
SPDI
) for the acquisition of:
•
Two development sites in the Kiev region of Ukraine, with a total value of approximately
€ 1.8 million.
Due to the conflict situation in Ukraine, it is not currently possible to complete the purchase of the
two remaining properties (development plots) in and around Kiev, which was agreed in June 2021
at
€ 1,970,000. This is because the purchase contract contains specific pre
-completion conditions,
the fulfilment of which require decisions and actions to be taken by Kiev City Council and other
Ukrainian public authorities. The Sellers were unable to fulfil these conditions prior to the Russian
invasion.
At the start of 2023, all the necessary conditions had been met, and the parties had come to a verbal
agreement that a new valuation was required. The acquisition price will be determined based on this
valuation, and delivery is expected in the second half of the same year.
D.
On 28 March 2023, the Fund was notified that Hypo Noe had approved a waiver for ACREP and
Project 5, addressing the breach of the DSCR forecast covenant. The Fund is responsible for a
contingent liability, providing financial resources to ACREP and Project 5 up to a cumulative amount
of € 400,000 (€ 250,000 for Project 5 and € 150,000 for ACREP). This funding is intended to address
potential gaps in Project 5 for financing the planned fit-out costs at the Maris property and in ACREP
for financing the planned fit-
out costs of the Słupsk property.
As at balance sheet date the Parent Company was not subject to any other contingent liabilities, including any
obligations that result from security transactions related to (exchange) rate risk in connection with investments.
19.20
INCOME FROM INVESTMENTS
The income from investments concerns the interest from receivables from group companies. The specification
is as follows:
2022
2021
In € 1,000
In € 1,000
Arcona Capital Real Estate Poland Sp. z o.o.
450
432
Arcona Capital RE Bohemia s.r.o.
277
138
Arcona Black Sea Real Estate B.V.
232
-
Arcona Real Estate B.V.
202
189
Aisi Bela LLC
4
2
1,165
761
180
19.21
REALISED VALUATION RESULTS OF INVESTMENTS IN GROUP COMPANIES
2022
2021
In € 1,000
In €
1,000
Realised currency results Arcona Capital RE Slovakia s.r.o.
27
527
The “Realised currency results Arcona Capital RE Slovakia s.r.o.” for the amount of €
27,000 concerns realised
currency results as a result of dividend distributions from Arcona Capital RE Slovakia s.r.o. for the amount of
€
372,000.
19.22
REALISED VALUATION RESULTS OF RECEIVABLES FROM GROUP COMPANIES
2022
2021
In € 1,000
In €
1,000
Realised currency results Arcona Capital RE Bohemia s.r.o.
-
3
19.23
UNREALISED VALUATION RESULTS OF INVESTMENTS IN GROUP COMPANIES
The unrealised valuation results of investments in group companies contain the share in the results from
investments in group companies. The specification is as follows:
2022
2021
In € 1,000
In € 1,000
Arcona Capital RE Bohemia s.r.o.
353
1,686
Arcona Capital RE Slovakia s.r.o.
183
-/- 804
Arcona Capital Real Estate Poland Sp. z o.o.
32
1,534
Arcona Capital Real Estate Trio Sp. z o.o.
-/- 257
1,262
Arcona Real Estate B.V.
9
517
Aisi Bela LLC
-/- 2,120
-/- 129
Boyana Residence E.O.O.D.
-/- 758
-/- 329
Arcona Capital Real Estate Bulgaria Ltd.
-/- 29
-/- 9
Arcona Black Sea Real Estate B.V.
677
-/- 2
-/- 1,910
3,726
19.24
UNREALISED VALUATION RESULTS OF RECEIVABLES FROM GROUP COMPANIES
The unrealised valuation results of receivables from group companies contain the provision loan to group
companies, in case the carrying amount of the corresponding investment in group company is negative and
the Parent Company has provided a loan to the corresponding group company. The specification is as follows:
2022
2021
In € 1,000
In € 1,000
Boyana Residence E.O.O.D.
1,654
-
Arcona Black Sea Real Estate B.V.
269
-
-/- 1,923
-
181
19.25
ADMINISTRATIVE EXPENSES
For the remuneration of the Managing Board reference is made to section 15.33
“Administrative expenses”.
19.26
OTHER OPERATING EXPENSES
19.26.1
Specification of other operating expenses
2022
2021
In € 1,000
In € 1,000
Costs of service providers
426
438
Costs of funding and acquisition
207
86
633
524
19.26.2
Analysis of costs of service providers
2022
2021
In € 1,000
In € 1,000
Audit fees
125
97
Accounting expenses
108
122
Custody fees
56
52
Supervisory Board fees
35
35
Insurance AIFMD
18
18
Supervisors’ expenses
15
22
Marketing expenses
14
12
Listing, Paying and Fund Agent fees
11
11
Consultancy fees
7
40
Other costs of service providers
37
29
426
438
19.26.3 Audit fees
The
“Audit fees”
for the amount of
€
125,000 include the fees for the audit of the Consolidated Financial
Statements and Parent Company Statements and European Single Electronic Format (
ESEF
) reporting 2022,
as well as an
estimated amount of € 1
9,000 (2021
: € 1
7,000) for the audit of the figures of the Bulgarian and
Ukrainian subsidiaries. During the financial period audit fees for prior years have been booked in an amount
of €
17,000 (2021
: €
12,000).
19.26.4
Analysis of Supervisory Board fees
For the analysis of the Supervisory Board fees reference is made to section 15.34
.3 “Analysis of Supervisory
Board fees”.
19.26.5
Analysis of costs of funding and acquisition
For the analysis of the cost of funding and acquisition reference is made to section 15.34
.5 “Analysis of funding
and acquisition”.
19.26.6
Supervisors’ expenses
The “Supervisors’ expenses” include expenses for supervision by the
Dutch Authority for the Financial Markets
(Autoriteit Financiële Markten, the
AFM
)
and “De Nederlandsche Bank” (
DNB
).
182
19.26.7
Other costs of service providers
The “Other costs of service providers” include, among others, costs of press releases,
required software
European Single Electronic Format (
ESEF
), Euronext Fund Services (
EFS
) and Prague Stock Exchange
(
PSE
).
19.26.8
Costs of funding and acquisitions
The
“Costs of funding and acquisitions” include costs of technical, legal and tax due diligence for potential
acquisitions.
19.27
PERSONNEL COSTS
The Parent Company does not employ any personnel (2021: nil).
19.28
INTEREST EXPENSES
2022
2021
In € 1,000
In € 1,000
Interest expense on loans due to group companies
317
170
Interest expenses on private loans
69
361
Interest expenses on convertible bonds
-
217
Foreign exchange and currency losses
9
2
Other interest expenses
2
4
397
754
19.29
INCOME TAX EXPENSE
The results of the Parent Company are subject to corporate income tax (
CIT
).
19.29.1
Income tax expense recognised in the Parent Company profit and loss account
2022
2021
In
€ 1,000
In € 1,000
Current income tax expense
Current year
-
-
Adjustments related to prior years
-
-
-
-
Deferred income tax expense
Origination and reversal of taxable temporary differences
-/- 4
8
Recognition of previously unrecognised (derecognition of previously
recognised) tax losses
-/- 26
-/- 49
Recognition of previously unrecognised (derecognition of previously
recognised) other taxable temporary differences
4
-
Change in tax rate
-
-/- 2
Adjustments related to prior years
-
-
-/- 26
-/- 43
Total
-/- 26
-/- 43
183
19.29.2
Deferred income tax recognised directly in
shareholders’
equity
2022
2021
In € 1,000
In € 1,000
Related to receivables from group companies
26
43
19.30
RELATED PARTIES
For the definition of related parties reference is made to
section 15.45 “Related parties”.
In addition to section 15.43
“Related parties” the
Parent Company entered into or maintained the following
transactions with group companies, part of other related parties:
A.
Dividends received from group companies, as described in section 19.1.2
“Statement of changes in
investments in group companies”
;
B.
Loans advanced and redemption on loans to group companies, as described in section 19.2.3
“
Statement of changes in loans to group
companies”
;
C.
Loans advanced and redemption on loans due to group companies, as described in section 19.14.4
“
Statement of changes loans due
to group companies”
.
19.31
PROPOSAL FOR THE PARENT COMPANY RESULT APPROPRIATION
The Parent Company´s result
for the financial period amounts to €
4,350,000 negative. Recognising the
mandatory:
•
net deduction
of €
814,000 from the revaluation reserve; and
•
net addition of €
1,168,000 to the reserve investments in group companies;
the remaining loss for the financial period was
€
4,704,000. It is proposed to the General Meeting of
Shareholders to deduct the whole of the remaining loss for the financial period from the retained earnings.
This proposal has already been recognised in the Parent Company balance sheet.
19.32
DETERMINING OF PARENT COMPANY RESULT FOR THE PREVIOUS FINANCIAL PERIOD
During the General Meeting of Shareholders (
GM
) of the Parent Company as at June 22, 2022, the GM
approved the result appropriation proposal of the Managing Board as stated in the Annual Report of the
previous year.
19.33
EVENTS AFTER BALANCE SHEET DATE
The following material events have occurred after balance sheet date:
A.
On January 10, 2023 the Parent Company announced it has successfully refinanced the Boyana
Residence project in Bulgaria with new loans for an
amount of € 3.6 million. The new loan
s from
Dutch investors replace two expired loans from Alpha Bank. This refinancing makes it possible to
fully repay Alpha Bank, pay historical taxes and renovate apartments in accordance with the original
business plan. Alpha Bank had not permitted the separate sale of the development land or the sale
of individual apartments, thus limiting the realization of potential additional value from the project;
B.
In the period from January 1, 2023 to March 15, 2023 the Parent Company has repurchased 60,976
ordinary shares of the Parent Company at an average price
of €
6.43 per share. The total acquired
184
amount in cash terms is €
392,050. These shares have been acquired as part of the share buy-back
progr
amme announced on September 14, 2022, for an amount up to € 1.5 million.
The ordinary
shares are proposed for partial cancellation
in due course upon a resolution of the Shareholders’
Meeting to reduce the Parent Company
’s capital;
C.
On 28 March 2023, the Fund was notified that Hypo Noe had approved a waiver for ACREP and
Project 5, addressing the breach of the DSCR forecast covenant.
D.
On April 4, 2023, it was announced that Sberbank CZ (as an enterprise) had been sold to Česká
Spořitelna based on publicly available information. The Sberbank CZ loan book with a nominal value
of C
ZK 47.1 billion was transferred. Česká Spořitelna purchased it for CZK 41.053 billion. Throughout
April 2023, the technical transfer of data from Sberbank CZ to Česká Spořitelna will take place.
For more information reference is made to section 13.3
“Statement of compliance and future related
assumptions”
.
No further material events have occurred after balance sheet date.
Amsterdam, April 28, 2023
The Managing Board:
Arcona Capital Fund Management B.V.
On behalf of,
G.St.J. Barker LLB
P.H.J. Mars M.Sc
M. Van der Laan B.Sc
M.T.H. Blokland BBA
Managing director
Managing director
Managing director
Managing director
The Supervisory Board:
Mr. drs. A.N. Krol
Dr. J.J. van Heijst
M.P. Beys, Esq.
Chairperson
Member
Member
185
20
OTHER
INFORMATION
20.1
GENERAL PROVISIONS OF THE ARTICLES OF ASSOCIATION CONCERNING RESULT
APPROPRIATION
In accordance with Article 28 of the Articles of Association dated September 21, 2016, profits are determined
and distributed as follows:
28.1
From the profit earned in a financial period in so far as possible a dividend is first distributed on the
priority share, the amount of which dividend is equal to seven per cent (7%) on an annual basis,
calculated on the nominal value of the priority share. No further distributions are made on the priority
share.
28.2
The priority shareholder determines annually what part of the profit remaining after application of
article 28.1 above is added to the reserves.
28.3
It is the prerogative of the general meeting of shareholders to allocate the profit remaining after
application of articles 28.1 and 28.2 above.
28.4
Distribution of profit occurs after adoption of the Financial Statements evidencing that this is
permitted.
28.5
The priority shareholder may resolve to make interim distributions on ordinary shares and / or
distributions on ordinary shares charged to a Parent Company reserve.
28.6
Distributions on shares may only take place up to a maximum of the amount of the distributable
shareholders’ equity.
28.7
Unless the body that decides on distribution determines another time, distributions on shares are
payable immediately after declaration.
28.8
In calculating the amount of any distribution on shares the shares held by the Parent Company in
its own capital are not included.
20.2
DECREE
ON THE DUTCH ACT ON FINANCIAL SUPERVISION
Arcona Capital Fund Management B.V. has a permit from the AFM under the Dutch Act on Financial
Supervision (Wet op het financieel toezicht, the
Wft
) to act as the management company of the Parent
Company.
20.3
PERSONAL INTERESTS
During the financial period neither the Managing Board nor the Supervisory Board held interests in investments
by the Parent Company, except for:
•
Mr. J.J. van Heijst M.Sc. (member of the Supervisory Board) who holds 12,855 (December 31, 2021:
12,855) ordinary shares in private possession. Mr. J.J. van Heijst M.Sc. is working for the Stichting
Value Partners Family office who controls
397.694 (December 31, 2021: 545,597) ordinary shares;
•
Mr. M.P. Beys (member of the Supervisory Board) holds no (December 31, 2021: no) ordinary shares
in private possession. Mr. M.P. Beys is also the Chairman of the Board of Directors of SPDI. SPDI
owns 1,072,910 (December 31, 2021: 593,534) registered shares.
186
20.4
SPECIAL CONTROLLING RIGHTS
Special rights in respect of control of the Parent Company have been granted to the holders of priority shares.
The priority shares are bearer shares. As provided by the Articles of Association the priority shares entitle the
Foundation:
•
to determine the number of members of the Managing Board and Supervisory Board;
•
to make binding nominations for appointment of the members of the Managing Board and the
members of the Supervisory Board;
•
to make the proposal to the General Meeting of Shareholders to suspend or dismiss a Managing
Board member and / or a Supervisory Board member;
•
to make the proposal to the Supervisory Board for the remuneration of the members of the
Supervisory Board;
•
to determine which part of the profits remaining after priority dividend (reference is made to section
20.1) shall be reserved;
•
to make interim distributions
on ordinary shares and / or distributions on ordinary shares charged to
a Parent Company reserve
;
•
to make the proposal to the General Meeting of Shareholders to amend the Articles of Association of
the Parent Company;
•
to make the proposal to the General Meeting of Shareholders for statutory merger or statutory
demerger of the Parent Company;
•
to make the proposal to the General Meeting of Shareholders for dissolution of the Parent Company.
The General Meeting of Shareholders needs the approval of the Foundation for decisions of the Managing
Board concerning the reduction of the issued share capital.
187
20.5
INDEPENDENT AUDITOR’S REPORT
Deloitte Accountants B.V.
Gustav Mahlerlaan 2970
1081 LA Amsterdam
P.O.Box 58110
1040 HC Amsterdam
Netherlands
Tel: +31 (0)88 288 2888
Fax: +31 (0)88 288 9737
www.deloitte.nl
INDEPENDENT AUDITOR’S REPORT
To the shareholders and the supervisory board of Arcona Property Fund N.V.
Report on the audit of the financial statements 2022 included in THE ANNUAL
ACCOUNTS
Our opinion
We have audited the financial statements 2022 of Arcona Property Fund N.V., based in Amsterdam. The
financial statements comprise the consolidated financial statements and the company financial statements.
In our opinion:
•
The accompanying consolidated financial statements give a true and fair view of the financial position of
Arcona Property Fund N.V. as at 31 December 2022, and of its result and its cash flows for 2022 in
accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS)
and with Part 9 of Book 2 of the Dutch Civil Code.
•
The accompanying company financial statements give a true and fair view of the financial position of
Arcona Property Fund N.V. as at 31 December 2022, and of its result for 2022 in accordance with Part 9 of
Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1.
The consolidated statement of financial position as at 31 December 2022.
2.
The following statements for 2022: the consolidated income statement, the consolidated statements of
comprehensive income, changes in equity and cash flows.
3.
The notes comprising a summary of the significant accounting policies and other explanatory information.
The company financial statements comprise:
1.
The company balance sheet as at 31 December 2022.
2.
The company profit and loss account for 2022.
3.
The notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the
financial statements’ section of our report.
Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number 24362853.
Deloitte Accountants B.V. is a Netherlands affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited.
188
We are independent of Arcona Property Fund N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties
(Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-
opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and
other relevant independence regulations in the Netherlands. Furthermore, we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in
forming our opinion thereon. The following information in support of our opinion was addressed in this context,
and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole at
€ 750,000. The materiality is based on 1% of total assets. We have also taken into account misstatements
and/or possible misstatements that in our opinion are material for the users of the financial statements for
qualitative reasons.
We agreed with the supervisory board that misstatements in excess of € 37,500, which are identified during the
audit, would be reported to them, as well as smaller misstatements that in our view must be reported on
qualitative grounds.
Scope of the group audit
Arcona Property Fund N.V. is at the head of a group of entities. The financial information of this group is
included in the consolidated financial statements of Arcona Property Fund N.V..
Our group audit mainly focused on significant group entities based in Czech Republic, Slovakia, Poland, Ukraine,
Bulgaria and Romania, covering 100% of total revenues and 100% of total investment properties.
In establishing the overall group audit strategy and plan, we determined the type of work that needed to be
performed at the components by the group engagement team and by component auditors from other Deloitte
network firms. Where the work was performed by components auditors, we determined the level of
involvement we needed to have in the audit work at those components so as to be able to conclude whether
sufficient appropriate audit evidence had been obtained as a basis for our opinion on the group financial
statements as a whole. For each component we determined whether we require an audit of their complete
financial information or whether other procedures would be sufficient.
For the group entities in Czech Republic, Slovakia, and Poland we determined that a full audit of the financial
information was required. For the components in the Ukraine, Romania and Bulgaria we performed an audit of
specific account balances.
The group engagement team directed the planning, reviewed the work performed by component auditors and
assessed and discussed the results and findings with the component auditors.
The group engagement team held multiple meetings, including site visits, with all the individual component
auditors, and management of the relevant group entities, and participated in the component auditor closing
calls. For all component auditors, file reviews were conducted to evaluate the work undertaken and to assess
their findings.
189
By performing the procedures mentioned above at group entities, together with additional procedures at group
level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial
information to provide an opinion about the consolidated financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During
our audit we obtained an understanding of the entity and its environment and the components of the system of
internal control, including the risk assessment process and management’s process for responding to the risks of
fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well
as the outcomes.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk
assessment, as well as among others the code of conduct, whistle blower procedures and incident registration.
We evaluated the design and the implementation and, where considered appropriate, tested the operating
effectiveness, of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial
reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic
specialists. We evaluated whether these factors indicate that a risk of material misstatement due fraud is
present.
We identified the following fraud risks and performed the following specific procedures:
Management override of controls
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit
procedures and evaluated whether any findings were indicative of fraud or noncompliance.
We considered available information and made enquiries of relevant executives and the supervisory board.
We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made in
the preparation of the financial statements.
We evaluated whether the selection and application of accounting policies by the group, particularly those
related to subjective measurements and complex transactions, may be indicative of fraudulent financial
reporting.
We evaluated whether the judgments and decisions made by management in making the accounting estimates
included in the financial statements indicate a possible bias that may represent a risk of material misstatement
due to fraud. Management insights, estimates and assumptions that might have a major impact on the financial
statements are disclosed in note 13.10 of the financial statements. We performed a retrospective review of
management judgments and assumptions related to significant accounting estimates reflected in prior year
financial statements. Valuation of investment property is a significant area to our audit as the valuation is
inherently judgmental in nature, due to the use of assumptions that are highly sensitive, any change in
assumption may have a significant effect on the outcome given the relative size of the investment property
balance.
For significant transactions such as disposals of investment property we evaluated whether the business
rationale of the transactions suggests that they may have been entered into to engage in fraudulent financial
reporting or to conceal misappropriation of assets.
This did not lead to indications for fraud potentially resulting in material misstatements.
190
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with the Managing Board,
reading minutes.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could
considerably vary, we considered the following laws and regulations: adherence to (corporate) tax law and
financial reporting regulations, the requirements under the International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code with a direct effect on
the financial statements as an integrated part of our audit procedures, to the extent material for the related
financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally
recognized to have a direct effect on the financial statements.
Apart from these, Arcona Property Fund N.V. is subject to other laws and regulations where the consequences
of non-compliance could have a material effect on amounts and/or disclosures in the financial statements, for
instance, through imposing fines or litigation.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit. Finally, we
obtained written representations that all known instances of (suspected) fraud or non-compliance with laws and
regulations have been disclosed to us.
Audit approach going concern
Management made a specific assessment of the company’s ability to continue as a going concern and to
continue its operations for at least the next 12 months. We discussed and evaluated the assessment with
management exercising professional judgment and maintaining professional skepticism. We considered whether
management’s going concern assessment, based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, contains all events or conditions that may cast significant doubt
on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify serious doubts on Arcona Property Fund’s ability to
continue as a going concern for the next 12 months. Our conclusions are based on the audit evidence obtained
up to the date of our independent audito’s report. However, future events or conditions may cause a company
to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements. We have communicated the key audit matters to the supervisory board. The key
audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of investment properties
Key audit matter:
As at December 31, 2022 the Company held as portfolio of investment property with a fair value of € 75.4
million (December 31, 2022: € 81.8 million) and investment property under construction of € 1.0 million
(December 31, 2021: € 2.7 million).
191
At the end of each reporting period, the management board determines the fair value of its investment
property portfolio in accordance with the requirements of IAS 40 and IFRS 13. The Company uses external
valuation reports issued by external independent professionally qualified appraisers to determine the fair value
of its investment property.
As the valuation of investment property is inherently judgmental in nature, due to the use of assumptions that
are highly sensitive, any change in assumptions may have a significant effect on the outcome given the relative
size of the investment property balance.
The most significant assumptions and parameters involved, given the sensitivity and impact on the outcome,
are the capitalization rate and market rent levels and the market-derived discount rate.
Furthermore, on February 24, 2022, Russian troop invaded Ukraine. As disclosed in note 15.2.5 to the financial
statements, the Fund owns two land plots (under development) in Ukraine. The land plots are located in the
regions Odessa and Zaporizhzhia. The Zaporizhzia land plot has been written down to zero during 2022, the
Odessa land plot has a fair value of € 1.0 million. The current political and market conditions create a higher
degree of uncertainty regarding the reported value.
The uncertainties over the current economic environment in Ukraine, caused by the outbreak of the war, has
had a negative impact on the valuation of the Company’s land plots during 2022. As most active markets are
currently closed in Ukraine, there is limited to no market information available to support the current valuation
of the assets based in Ukraine.
Due to the magnitude and related estimation uncertainty, valuation of investment property is considered a key
audit matter.
How the key audit matter was addressed in the audit:
Our audit procedures included, among others, the following:
•
We have gained understanding of the valuation process and tested the design and implementation of the
Company’s relevant controls with respect to the data used in the valuation of the property portfolio;
•
We evaluated the competence of the Company’s external appraiser, which included consideration of their
qualifications and expertise;
•
We have further evaluated and challenged the assumptions made in respect to the creditworthiness of
significant tenants, lease incentives and vacancy periods in the valuation calculations.
In relation to the significant assumptions used in the valuation of investment property we have:
•
determined that the valuation methods as applied by the management board, as included in the valuation
reports, are appropriate;
•
we have evaluated and challenged the significant assumptions used (such as capitalisation rate, market
rental income, market-derived discount rate) against relevant market data. We have involved our internal real
estate valuation experts in these assessments;
•
we assessed and challenged the judgements made by the external appraiser in light of the valuation
uncertainties they highlight in their report in respect of the limited transactional evidence that can be used to
form their opinion of fair value in certain classes of assets. We have involved our internal real estate valuation
experts in these assessments;
•
we assessed the sensitivity analysis on the key input data and assumptions (a.o. gross rental income and
net yield) to understand the impact of reasonable changes in assumptions on the valuation and other key
performance indicators (i.e. loan covenants);
192
•
we have assessed the appropriateness of the disclosures notes 13.10 and 15.2/15.3 to the consolidated
financial statements, relating to the assumptions used in the valuations and sensitivity analysis in the notes to
the consolidated financial statements.
•
we evaluated management’s assessment of what impact the Ukraine-Russia situation has on the valuation
of the owned land plots. To test assumptions of management we have taken into consideration the
geographical location of each landplot in Ukraine and we evaluated the assumptions and considerations
incorporated in the external specialist report used by management to determine the valuation of the land plot
in Odessa.
•
we assessed the adequacy of the disclosures included in notes 13.3, 15.2.5, 15.23, 15.43 and 19.19 to the
financial statements regarding the Ukrainian land plots, including the increased estimation uncertainty of the
valuations due to the current ongoing crises, based on the applicable financial reporting standards.
Observation:
We found that, with the (significant) assumptions used in the valuation reports, the valuation of the investment
property is valued within a reasonable range in the light of the valuation uncertainty for level 3 valuations.
Report on the other information included in the annual accounts
In addition to the financial statements and our auditor’s report thereon, the annual accounts contain other
information.
The other information consists of:
•
Report of the managing board.
•
Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.
•
Foreword from the managing board.
•
Arcona Property Fund in brief.
•
Pre-advice of the supervisory board.
•
The real estate portfolio.
Based on the following procedures performed, we conclude that the other information:
•
Is consistent with the financial statements and does not contain material misstatements.
•
Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit of
the financial statements or otherwise, we have considered whether the other information contains material
misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code
and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of
those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Management Board's
Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by
Part 9 of Book 2 of the Dutch Civil Code.
193
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the supervisory board as auditor of Arcona Property Fund N.V. on May 18, 2017, as of the
audit for the year 2017 and have operated as statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
European Single Electronic reporting Format (ESEF)
Arcona Property Fund N.V. has prepared its annual report in ESEF. The requirements for this are set out in the
Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML-formaat, including the partially marked-up consolidated
financial statements, as included in the reporting package by Arcona Property Fund N.V. complies in all material
respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance
with the RTS on ESEF, whereby management combines the various components into a single reporting
package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting
package complies with the RTS on ESEF.
We performed our examation in accordance with Dutch law, including Dutch Standard 3950N “Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital reporting).
Our examination included amongst others:
•
Obtaining an understanding of the company’s financial reporting process, including the preparation of the
reporting package.
•
Identifying and assessing the risks that the annual report does not comply in all material aspects with the
RTS on ESEF and designing and performing further assurance procedures responsive to those risks to
provide a basis for our opinion, including:
o
Obtaining the reporting package and performing validations to determine whether the reporting
package containing the Inline XBRL instance and the XBRL extension taxonomy files has been
prepared in accordance with the technical specifications as included in the RTS on ESEF.
o
Examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these are in
accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance
with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such
internal control as management determines is necessary to enable the preparation of the financial statements
that are free from material misstatement, whether due to fraud or error.
194
As part of the preparation of the financial statements, management is responsible for assessing the company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management
should prepare the financial statements using the going concern basis of accounting unless management either
intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company’s ability
to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of
the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism throughout the audit,
in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our
audit included among others:
•
Identifying and assessing the risks of material misstatement of the financial statements, whether due to
fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company's internal control.
•
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
•
Concluding on the appropriateness of management’s use of the going concern basis of accounting, and
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluating the overall presentation, structure and content of the financial statements, including the
disclosures.
•
Evaluating whether the financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and
performing the group audit. In this respect we have determined the nature and extent of the audit procedures
to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or
195
operations. On this basis, we selected group entities for which an audit or review had to be carried out on the
complete set of financial information or specific items.
We communicate with the supervisory board regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant findings in internal control that we identified
during our audit. In this respect we also submit an additional report to the audit committee in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The
information included in this additional report is consistent with our audit opinion in this auditor’s report.
We provide the supervisory board with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, not communicating the matter is in the public interest.
Rotterdam, April 28, 2023
Fout! Verwijzingsbron niet gevonden.
Fout!
Verwijzingsbron niet gevonden.
Initials for identification purposes:
J. van den Akker