DOLPHIN CAPITAL INVESTORS LIMITED
("DCI" or "Dolphin" or the "Company"
and together with its subsidiaries the "Group")
Annual Financial Results for
the year ended 31 December 2017
and Trading Update
Dolphin, an investor in high-end residential resort developments in the eastern Mediterranean, announces results for the year ended 31 December 2017 and a trading update.
Financial Highlights:
· |
Gross Assets of €395 million (31 December 2016: €466 million). |
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· |
Total Group Net Asset Value ("NAV") of €223 million and €194 million before and after Deferred Tax Liabilities ("DTL") respectively. This represents a decrease of €42 million and €40 million (15.8% and 17.0%) respectively, against the 2016 year-end figures. |
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· |
NAV reduction principally due to:
|
||||
· |
Sterling NAV per share as at 31 December 2017 stood at 22p before DTL and 19p after DTL, versus 25p and 22p, a 12.7% and 14.0% decrease before and after DTL respectively, compared to 31 December 2016. The decrease, mainly reflecting the factors mentioned above, was partially offset by a 3.6% appreciation of the Euro versus Sterling. |
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· |
Total Debt of €98 million with a Group total debt to gross asset ratio of 25% (2016: 22%). DCI itself does not have any borrowings. The Group debt is at project level on a non-recourse basis. |
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· |
Total Group cash as of 4 May 2018 was €13.8 million (31 December 2017: €2.7 million). |
Divestments:
· |
Completion of sale of the Company's 60% interest in Pearl Island to Grivalia Hospitality S.A. on 13 March 2017 for a cash consideration of €27 million (equating to a €63 million enterprise value). The €2 million consideration which was kept in escrow until the first anniversary from the divestment was released to DCI on 14 March 2018. |
· |
On 1 November 2017, DCI, through its relevant project subsidiary companies, entered into an agreement for a €16 million cash equity investment by One&Only into the Kea project for a 40% shareholding in the project, which will be deployed in the development of the One&Only Kéa Island. The terms of the transaction include the operation of the resort and the residences by One&Only (or its designated affiliates) through long-term management and branding agreements. DCI and One&Only have been co-operating to meet certain conditions precedent in order to enable the completion of this JV agreement. |
· |
On 18 January 2018, Dolphin entered into an agreement for the disposal of its 77.8% interest in the Sitia Bay Resort project for a total consideration of €14 million which is equal to Sitia Bay's NAV after DITL included in DCI's financial statements as at 30 June 2017. The full consideration was received by the Company and the disposal was completed on 3 April 2018. |
· |
On 5 February 2018, the Company sold its 100% interest in the Triopetra project for a total cash consideration of €4.1 million. |
Operations:
· |
Amanzoe's performance improved in 2017 by increasing occupancy to 71% (2016: 62%) and generating an Average Daily Rate ("ADR") of €1,344 and a Revenue per Available Room ("RevPAR") of €954 (2016: €1,242 and €772 respectively). |
· |
Aristo sold 143 homes and plots during 2017, representing total sales of €74 million, up 76% compared to 2016. In parallel, Aristo was successful in restructuring €44 million of loan liabilities with Hellenic Bank through debt to asset swaps during the period. Together with other loan principal repayments, Aristo achieved a reduction in overall bank debt as at 31 December 2017 to €60 million (2016: €127 million). |
· |
Kilada Hills Golf Resort - planning permitting process has reached its final stage and the project is expected to receive formal approval by the end of May 2018. This will facilitate the commencement of infrastructure and golf course works and allows for the submission for approval of construction permits for the residential units. |
Board Changes:
· |
Following the divestments achieved during the period and in view of the Company's smaller portfolio, the Board agreed to reduce the number of non-executive directors. Accordingly, Robert Heller and Sue Farr stepped down from the Board with effect from 25 January 2018. Currently, the Board comprises Andrew Coppel, Graham Warner, Mark Townsend and Miltos Kambourides. |
Commenting, Andrew Coppel, Chairman of Dolphin's Board of Directors said:
"The Company made significant progress in pursuing its divestment strategy by disposing of a number of portfolio assets during 2017. As investor sentiment for Greece is beginning to improve, we hope to optimize the opportunities which this presents as we seek to realize further sales during 2018.''
Miltos Kambourides, Founder of Dolphin and Managing Partner of Dolphin Capital Partners said:
"Whilst it was disappointing that the Aristo disposal agreement was terminated early in 2017, we made good progress elsewhere: we completed the disposal of Pearl Island and concluded a JV agreement with One&Only for Kea, as well as selling our interests in Sitia Bay and Triopetra. We also recorded continued improvement across the Amanzoe and Aristo operations. Dolphin's investments are now concentrated in the eastern Mediterranean region, principally in Greece and Cyprus, areas which are benefitting from economic recovery and political stability, which are key prerequisites for further asset sales."
For further information, please contact:
Dolphin Capital Investors Andrew M. Coppel, CBE |
+44 (0) 7785 577023 |
Dolphin Capital Partners Miltos E. Kambourides |
miltos@dolphincp.com |
Panmure Gordon (Broker) Richard Gray/Andrew Potts |
+44 (0) 20 7886 2500 |
Grant Thornton UK LLP (Nominated Adviser) Philip Secrett |
+44 (0) 20 7383 5100 |
Instinctif Partners (PR Communications Adviser) Mark Garraway |
+44 (0) 20 7457 2007 |
A. Chairman's Statement
I am pleased to report Dolphin's financial results for the year ended 31 December 2017 and to provide a trading update.
Total Group NAV as at 31 December 2017 was €223 million and €194 million before and after DTL respectively. This represents a decrease of €42 million (15.8%) and €40 million (17.0%), respectively, from the 31 December 2016 figures, which is mainly due to the valuation writedowns, depreciation and regular operational, corporate, finance and management expenses.
The resulting loss after tax for the period ended 31 December 2017 attributable to owners of the Company amounted to €32 million compared to €244 million for the period ended 31 December 2016. The loss for the year was mainly due to the €19 million year-end net valuation reduction and impairment charges, as well as the Company's overhead and finance expenses.
Further details on the financial performance of the Company during the period are included in the Financial Position section F of the report.
The likely completion of Greece's third financial assistance programme in August 2018, which is expected to mark the termination of the country's 8-year reliance on EU financial stability funds and its return to a stronger economic footing, together with the record tourist arrivals recorded during 2017 in both Greece and Cyprus, are expected to further enhance the appeal of local hospitality assets to international investors and facilitate the Company's divestment efforts.
During the period, we completed the full divestment of our assets in the Central American region, with the exception of our shareholding in Itacaré, and, together with the Investment Manager, continued the strategy of the orderly and controlled disposal of the Group's assets. The Company achieved the following:
· |
the completion of the disposal of the Company's interest in Pearl Island (Panama), receiving €27 million cash consideration in March 2017; |
· |
the sale of Dolphin's investments in Sitia Bay and Triopetra for €14 million and €4.1 million respectively in early 2018; and, |
· |
a joint venture co-operation agreement for the development of the One&Only Kéa Island in November 2017. |
The termination of our agreement to sell our 49.75% shareholding in Aristo in May 2017 was a setback to our divestment programme. However, as the deferred payments were not settled in accordance with the agreed terms, the Board considered that this was the only available option to safeguard the value of the Company's investment in Aristo. We are, nonetheless, pleased with the 2017 performance of the Aristo business, which substantially improved, realizing c. €74.7 million of total sales versus c. €42.3 million in 2016, an increase of 76%. Sales in the first four months of 2018 have been satisfactory. We will continue our efforts to realise value for DCI from its shareholding in Aristo and are encouraged by its solid operational results.
Amanzoe's hotel operating performance improved further during 2017 and its net operating income ("NOI") continued its trend of steady annual increases since first opening. The encouraging performance of Amanzoe, together with the completion of the Kilada Hills development entitlements through the expected issuance of its urban planning decision during 2018, should significantly enhance their value.
The Board and the Investment Manager will continue their efforts to increase working capital and shareholders' returns through the monetisation of assets, as investor sentiment for Greece, in particular, improves. We believe that further tangible results can be achieved within the current year.
Αndrew M. Coppel CBE
Chairman
Dolphin Capital Investors
8 May 2018
Investment Manager's Report
B.1. Business Overview
During 2017 we:
· |
executed a number of significant divestments; |
· |
entered into a joint venture transaction to enable the development of the Kea project with no incremental investment by Dolphin; |
· |
progressed the entitlement status and development potential of several of the remaining assets; and, |
· |
are progressing a number of discussions to monetise the Group's portfolio assets and explore joint venture options. |
Our achievements in 2017 and Q1 2018 can be summarised as follows:
· |
Completed the disposal of Sitia Bay Resort in Q1 2018 for a total cash consideration of €14 million, which is equal to the project's latest NAV. |
· |
Completed the disposal of Triopetra project in Q1 2018 for a total cash consideration of €4.1 million, which exceeds the project's latest NAV. |
· |
Executed a joint venture agreement in Q4 2017 for a €16 million cash equity investment by One&Only into the Kea Island project, which on completion will be used for the development of the One&Only Kéa Island resort, in consideration for a 40% shareholding in the project. |
· |
Executed the divestment of the 60% interest in Pearl Island to Grivalia Hospitality S.A. in Q1 2017 for a €27 million cash consideration (implying a €63 million enterprise value). |
· |
Generated improving revenue and NOI in Amanzoe, which exceeded 2016 by more than 55%. |
B.2. Portfolio Review
· |
Amanzoe, Greece (www.amanzoe.com) |
|
‐ |
Amanzoe's operating season for 2017 was between 1 April and 31 October 2017. For 2018, the operating season is scheduled to be extended to the end of November. |
|
‐ |
Eight villas were included in the rental programme, including the one bedroom villa which features the James Turell Skyspace. Hotel performance improved compared to 2016, with occupancy for 2017 of 71% versus 62% in 2016, an ADR of €1,344 and a RevPAR of €954 compared to €1,242 and €772 respectively in 2016. |
|
‐ |
The Villa rental daily rates during the high season ranged from c. €9,000 to €25,000 and generated revenues that represent a year-on-year increase of 30%. |
|
‐ |
Construction works commenced for two sold villas, namely villa 6 and 18, after the end of the 2017 summer season and will continue through the 2018 season. Delivery of these villas is expected in the season of 2019. |
|
‐ |
In an effort to diversify our Villa offering and increase the pace of sales, we have made available for sale a limited number of 2-bedroom Amanzoe Villas, which appear to be in high demand in the rental market and have resulted in the conclusion of one sale reservation agreement during 2017. Furthermore, a number of events with potential clients are planned for the 2018 summer season, in collaboration with Aman and various agents. |
|
‐ |
Amanzoe continues to receive outstanding reviews and publicity from international media. The Villas and the Hotel are featured in enthusiastic coverage mentioning the location, the architecture and the "Aman service". Major important media such as The Telegraph, The Times, Vogue, Billionaire.com, FT How to Spend It and Robb Report featured extensive articles throughout 2017 and during the first quarter of 2018.
|
|
· |
Kilada Hills Golf Resort, Greece |
|
‐ |
During 2017, approvals were issued from the relevant authorities for the necessary intermediate submissions of the urban plan and building permit for the infrastructure for the individual neighbourhoods of the Kilada Hills Golf Resort. The urban plan was approved in April 2018 by the pertinent department of the Ministry of Environment. |
|
‐ |
As all prerequisites have been met and all intermediate approvals have been granted, final approval rests with the Central Administrative Council, which is the relevant authority for such decisions, and is a body represented by all the ministries. Once approval has been received, infrastructure works may commence.
|
|
· |
Kea Resort, Greece |
|
‐ |
On 1 November 2017 DCI, through its relevant project subsidiary companies, entered into a JV agreement for a €16 million cash equity investment by One&Only for a 40% shareholding in the project, which on completion will fund the development of the One&Only Kéa Island. |
|
‐ |
The transaction includes the operation of the One&Only Kéa Island and the residences by One&Only (or its designated affiliates) through long-term management and branding agreements. The development and asset management of the project will be undertaken by Dolphin Capital Partners. |
|
‐ |
The Company has received a term-sheet from a local bank for a €30 million senior construction loan (as well as a VAT and subsidy bridge facility) which, if agreed, would complete the financing sources for the construction of the One&Only Kéa Island in accordance with the existing development budget. |
|
‐ |
Completion of the JV agreement is subject to DCI meeting certain conditions, including the redesign of the resort to meet the One&Only brand standards, the revision of the resort construction permits from the relevant authorities to reflect the new designs, and the finalization of the turn-key construction contract. |
|
‐ |
The commencement of the resort's construction is also subject to an additional €4 million equity injection in the resort project, which has been committed by third party investors, including the Investment Manager, and it is intended that the Resort will be developed in time for the 2020 season. |
|
‐ |
John Heah, the project architect, is designing the project. The design is expected to be completed by the end of June 2018, in parallel with the revision of the relevant construction permit, to allow commencement of works by the end of Q3 of this year.
|
|
· |
Pearl Island, Panama |
|
‐ |
Following the advances achieved in the project's permitting and financing, on 17 January 2017, the Company entered into a sale agreement for the disposal of its 60% interest in Pearl Island to Grivalia Hospitality S.A. |
|
‐ |
The cash consideration on disposal (before related taxes and fees) of €27 million represented a discount of 7% on the Company's €29 million cost of investment in Pearl Island. The implied transaction enterprise value of €63 million was at a 32% discount to DCI's gross asset carrying value as at 30 June 2016. |
|
‐ |
Dolphin received the final €2 million balance of the total consideration on 14 March 2018, when the 12 month escrow period elapsed without any tax liabilities, breach of warranties or undisclosed indebtedness arising. |
|
· |
Livka Bay, Croatia |
|
‐ |
A sale process is in progress and three real estate advisors have been engaged by the Company to identify potential purchasers, in addition to those parties directly contacted by Dolphin. |
|
‐ |
The loan for the Livka Bay Resort project has been restructured during the period, with its maturity extended by eighteen months to 31 December 2019. An amount of €0.5 million of principal was repaid as scheduled, reducing the current balance to €7.5 million, which is now repayable as to €0.5 million on 30 September 2018 and €7 million on 31 December 2019.
|
|
· |
Aristo (a 47.9% affiliate) |
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Operating Performance
‐ |
Aristo sales nearly doubled in 2017 compared to 2016. 143 homes and plots were sold representing total sales of c. €74.7 million, up 76% compared to c. €42 million for 2016. Sales in the first four months of 2018 have been satisfactory. |
|
Twelve months to 31 December 2017 |
Twelve months to 31 December 2016 |
RETAIL SALES |
|
|
New sales booked |
€74,651,736 |
€42,349,273 |
% change |
76% |
|
Units sold |
143 |
104 |
% change |
38% |
|
CLIENT ORIGIN |
|
|
China & Other Asia |
82% |
56.4% |
MENA |
11% |
17% |
Russia |
3.5% |
8.4% |
UK |
- |
1.6% |
Cyprus & Other EU |
3.5% |
16.6% |
Termination of Agreement for the disposal of DCI's stake in Aristo
− On 29 September 2016 the Company signed an agreement to sell its 49.75% stake in Aristo Developers Ltd ("Aristo") to Mr. Theodoros Aristodemou for a €45 million cash consideration. The Company received €1.8 million of the cash consideration out of the €45 million due under the sale agreement. However, the remaining instalments due under the agreement were not met and the Company decided on 3 May 2017 to terminate the existing agreement and retain the remaining portion of its Aristo shares. This corresponds to a 47.9% shareholding. |
− The Company is encouraged by the significant improvement in Aristo operations, the increase in sales velocity and the substantial reduction of Aristo's bank debt achieved during 2017. On the back of this operational momentum, we are reviewing our options for the realization of our holding in Aristo. |
· |
Nikki Beach, Porto Heli (a 25% DCI affiliate) |
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‐ |
On 23 February 2017, a commercial co-operation agreement with a local white-label operator was entered into, regarding the management and operations of the Nikki Beach Resort and Spa at Porto Heli. As a result of this agreement, the Company now has no financial obligations to the day-to-day operations of the hotel and it receives monthly revenue-linked payments without incurring any hotel operating costs. |
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‐ |
The operations improved during 2017 with occupancy of 61% (for 168 days) compared to 50% during 2016 (for 163 days). This resulted in net revenues generated of €0.4 million in 2017. |
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‐ |
A formal process for the disposal of the Nikki Beach has commenced and it is expected that divestment of this asset will be concluded within the current year. |
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· |
Apollo Heights |
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‐ |
The zoning and entitlement processes have been extremely slow for all land owners in the Sovereign Bases Area, resulting in a delay in receiving zoning permits, a pre-condition for any planning approval. We are reviewing all avenues to achieve a solution to these issues. |
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We continued to seek to divest of Scorpio Bay, Plaka Bay, Lavender Bay and La Vanta, but no notable progress was achieved during the period.
C. Market Dynamics
According to the Wealth Report 2018 by Knight Frank, the number of ultra-wealthy people (those with net assets of US$50 million or more) rose by 10% in 2017. That 10% raise in the ultra-wealthy population marks a notably more rapid rate of growth than in the previous five years, where there was a cumulative 18% increase. Looking ahead, there are likely to be an increasing number of economic and geopolitical headwinds, not least monetary tightening globally. However, ultra-wealthy numbers are expected to continue to grow in the medium term. In addition, the performance of the world's leading prime second home and city residential markets confirms a significant trend where Europe is seeing positive growth after a decade of weak results.
Furthermore, according to the data presented by industry experts, the luxury travel market is growing, comprising 7% of the market.
The main observations on the regions of interest to the Company are as follows:
· |
Greece |
|
‐ |
2017 was a milestone year for Greek tourism with a significant increase in revenues and arrivals. Further to the latest data issued by the Bank of Greece, more than 27 million tourists (excluding cruise passengers) arrived in Greece in 2017, recording a rise of 10%, while travel receipts during the same period totalled €14.6 billion, up nearly 11% compared to 2016. |
|
‐ |
According to Greek Tourism Ministry, Greece is expecting another record year in 2018, with forecasts of an additional 2 million visitors. During the first quarter of 2018, international arrivals rose by 20%. Furthermore, according to a SETE Intelligence report, Greece is in the top 5 Mediterranean destinations and the first data from the scheduled airline seats at regional airports are showing a 18% increase for the summer season, compared to the same period last year. Indicatively, scheduled airline seats from Germany are up by 34%. |
|
‐ |
In addition, macroeconomic indicators have lately been quite encouraging about the country's economic perspectives and following on from the upgrade in the country's credit rating by S&P last January. Fitch and Moody's also proceeded with corresponding upgrades in February and made very favourable assessments of the Greek economy's progress. |
|
· |
Cyprus |
|
‐ |
Tourist arrivals in Cyprus recorded an impressive increase in 2017, according to the Cyprus Tourism Organisation (CTO). For 2017, tourist arrivals totalled 3.7 million compared to 3.2 in 2016, recording an increase of 14,6% and outnumbering the total previous highest arrivals number ever recorded in Cyprus during a year. The Cyprus Tourism Organisation is expecting another strong year for the industry in 2018. |
|
‐ |
In addition, according to the latest study of PWC, growth in all property price indices was recorded during 2017, reflecting the increased demand and activity levels in the real estate sector. The confidence level that is currently exhibited across the Cyprus real estate market largely reflects the positive developments in the economy of the country as well as the improvement of economic performance indicators, such as GDP growth of 3.4% in 2017, the International Monetary Fund's projections for further growth (year-on-year increase of 2.6% in 2018), various upgrades of Cyprus' credit ratings and the substantial growth observed in tourist arrivals. Interest from foreign buyers, which has been a driving force for the market, has increased significantly during the year, with transactions relating to the high-end residential property segment (above €1,5 million) increasing by 45% in 2017 on an annual basis, while the value of new building permits issued in 2017 increased by 49%. − |
|
· |
Croatia |
|
‐ |
Croatia saw a record of 18.5 million tourist arrivals in 2017 and generated 102 million overnight stays, which are up 13% and 12% respectively compared to 2016. Revenues of €8.7 billion for the first nine months of 2017 surpassed the total revenues from foreign tourists for the whole of 2016. |
|
‐ |
Croatia expects even stronger results of its tourism sector in 2018, on the back of new investments aimed at transforming the country into a year-round destination. Tourism arrivals are expected to reach a new record of 20 million, while overnight stays are expected to reach 110 million. |
|
· |
Turkey |
|
‐ |
After seeing a sharp decline in the number of visitors in 2016, a year that included a series of terror attacks, the tourism industry experienced a recovery in 2017. Turkey's tourism revenue rose to $26.3 billion in 2017 with a nearly 19% year-on-year increase, driven by a significant rebound in the number of foreign arrivals, reaching 32.4 million, up c.28%. |
|
D. Group Assets
A summary of Dolphin's current investments is presented below. As at 31 December 2017, the net investment amount stood at €491 million.
|
PROJECT |
Land site |
DCI's |
Debt |
Real estate value |
Loan to real estate |
1 |
Amanzoe |
93 |
100% |
74 |
|
|
2 |
Kilada Hills Golf Resort |
235 |
100% |
- |
|
|
3 |
Kea Resort |
65 |
67% |
- |
|
|
4 |
The Nikki Beach Resort & Spa |
1 |
25% |
- |
|
|
5 |
Scorpio Bay Resort |
172 |
100% |
- |
|
|
6 |
Lavender Bay Resort |
310 |
100% |
- |
|
|
7 |
Plaka Bay Resort |
442 |
100% |
- |
|
|
8 |
Apollo Heights Polo Resort |
461 |
100% |
16 |
|
|
9 |
Livka Bay Resort |
63 |
100% |
8 |
|
|
10 |
La Vanta - Mediterra Resorts |
8 |
100% |
- |
|
|
|
Sold post 31 December 2017 |
|
|
|
|
|
1 |
Sitia Bay Golf Resort** |
270 |
78% |
- |
|
|
2 |
Triopetra*** |
11 |
100% |
- |
|
|
|
TOTAL |
2,131 |
|
98 |
340 |
29% |
|
ARISTO CYPRUS |
1,448 |
47.9% |
- |
43 |
|
|
Itacaré Investment |
n/a |
13% |
- |
1 |
|
|
GRAND TOTAL |
3,579 |
|
98 |
384 |
26% |
* Further details on debt maturities are set out under note 23 of the financial statements.
** Sold in March 2018
*** Sold in February 2018
A breakdown of Dolphin's portfolio, as at 31 December 2017, with certain key metrics is provided below:
|
COUNTRY |
Land size (hectares) |
Debt |
Real Estate Value |
% Loan to real estate asset value |
Net Asset Value |
1 |
Greece |
1,599 |
74 |
277 |
27% |
63% |
2 |
Cyprus |
1,599 |
16 |
70 |
22% |
24% |
3 |
Other |
71 |
8 |
37 |
22% |
13% |
|
Grand Total |
3,579 |
98 |
384 |
26% |
100% |
E. Future Objectives
The Company's main objectives for the remainder of 2018 are to:
1. Execute further asset disposals; |
2. Complete the conditions precedent for the One&Only Kéa Island development and start construction; |
3. Secure third party funding for the Kilada Hills project so that the development can commence and become more attractive to potential investors and acquirers; |
4. Increase the sales velocity of villas at Amanzoe; and, |
5. Where appropriate, advance the zoning, permitting, design and branding of certain assets to improve their sales potential and value. |
Miltos Kambourides Managing Partner Dolphin Capital Partners 8 May 2018 |
Pierre Charalambides Founding Partner Dolphin Capital Partners 8 May 2018 |
F. Financial Position for the year ended 31 December 2017
F1. Consolidated statement of profit or loss for the year ended 31 December 2017
· Financial Results
Loss after tax for the period ended 31 December 2017 attributable to owners of the Company amounted to €32 million compared to €244 million for the year ended 31 December 2016. Loss per share was €0.03 in 2017 and €0.27 in 2016. The loss was principally due to:
- the year-end net valuation losses and impairment charges of €19 million; and,
- the Group's depreciation costs and other operational, corporate, finance and management expenses as further explained below.
Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2017
|
|
31 December 2017 |
31 December 2016 |
|
|
€'000 |
€'000 |
Continuing operations |
|
|
|
Revenue |
|
19,502 |
18,148 |
Cost of sales |
|
(15,191) |
(17,357) |
Gross profit |
|
4,311 |
791 |
Disposal of investments |
|
4 |
785 |
Change in valuations |
|
(18,838) |
(136,512) |
Investment Manager remuneration |
|
(7,606) |
(11,406) |
Directors' remuneration |
|
(701) |
(1,509) |
Depreciation charge |
|
(2,308) |
(2,284) |
Professional fees |
|
(4,491) |
(5,480) |
Administrative and other expenses |
|
(6,469) |
(2,232) |
Total operating and other expenses |
|
(40,409) |
(158,638) |
Results from operating activities |
|
(36,098) |
(157,847) |
Finance income |
|
4,069 |
29 |
Finance costs |
|
(10,406) |
(15,099) |
Net finance costs |
|
(6,337) |
(15,070) |
Share of losses on equity-accounted investees, net of tax |
|
- |
(34,389) |
Loss before taxation |
|
(42,435) |
(207,306) |
Taxation |
|
2,893 |
3,584 |
Loss from continuing operations |
|
(39,542) |
(203,722) |
DISContinuED operation |
|
|
|
Profit/(loss) from discontinued operation, net of tax |
|
12,273 |
(57,268) |
Loss |
|
(27,269) |
(260,990) |
Other comprehensive income |
|
|
|
Items that will not be reclassified to profit or loss |
|
|
|
Revaluation of property, plant and equipment |
|
4,515 |
5,796 |
Share of revaluation on equity-accounted investees |
|
- |
17 |
Related tax |
|
(1,309) |
(1,682) |
|
|
3,206 |
4,131 |
Items that are or may be reclassified subsequently to profit or loss |
|
|
|
Foreign currency translation differences |
|
(11,561) |
(7,458) |
Change in fair value of available-for-sale financial assets |
|
- |
(256) |
|
|
(11,561) |
(7,714) |
Other comprehensive income, net of tax |
|
(8,355) |
(3,583) |
Total comprehensive income |
|
(35,624) |
(264,573) |
Profit/(loss) attributable to: |
|
|
|
Owners of the Company |
|
(31,986) |
(243,762) |
Non-controlling interests |
|
4,717 |
(17,228) |
|
|
(27,269) |
(260,990) |
Total comprehensive income attributable to: |
|
|
|
Owners of the Company |
|
(39,757) |
(247,481) |
Non-controlling interests |
|
4,133 |
(17,092) |
|
|
(35,624) |
(264,573) |
(Loss)/EARNINGS per share |
|
|
|
Basic and diluted loss per share (€) |
|
(0.03) |
(0.27) |
Basic and diluted loss per share - Continuing operations (€) |
|
(0.04) |
(0.22) |
Basic and diluted earnings/(loss) per share - Discontinued operation (€) |
|
0.01 |
(0.05) |
Further analysis of individual revenue and expense items is provided below.
Revenue
Revenues from continuing operations of €19.5 million (31 December 2016: €18.1 million), were derived from the following sources:
|
31 December 2017 € million |
31 December 2016 € million |
Income from hotel operations |
18.4 |
14.2 |
Sale of trading & investment properties |
0.2 |
3.5 |
Other income |
0.9 |
0.4 |
TOTAL |
19.5 |
18.1 |
The reduction in the sale of trading and investment properties relates to the fact that no new Villas were delivered in 2017 in the Amanzoe project, whereas in 2016 the sale of one Villa plot and one beach club Cabana was recognized in the financial statements. The improved Amanzoe performance during the period resulted in a significant increase in income from hotel operations.
Cost of sales
Cost of sales from continuing operations comprises the following basic categories:
|
31 December 2017 € million |
31 December 2016 € million |
Cost of sales related to: |
|
|
Hotel operations |
6.4 |
4.4 |
Sales of trading and investment properties |
0.2 |
5.3 |
Electricity and fuel |
0.1 |
0.1 |
Personnel expenses |
6.4 |
5.6 |
Branding & hotel management fees |
1.5 |
1.6 |
Other operating expenses |
0.6 |
0.4 |
TOTAL |
15.2 |
17.4 |
The charge of cost of sales from continuing operations for the period amounted to €15.2 million (31 December 2016: €17.4 million). The decrease is largely attributable to cost of Villas sold reflecting the above mentioned reduction in Villa deliveries. This reduction was partly counterbalanced by an increase in hotel operations costs reflecting the increased occupancy of Amanzoe.
Professional Fees
The charge for the period from continuing operations was €4.5 million (31 December 2016: €5.5 million) and comprises the following:
|
31 December 2017 € million |
31 December 2016 € million |
Legal & Administrator fees |
0.9 |
1.0 |
Auditors' remuneration |
0.6 |
0.7 |
Accounting expenses |
0.3 |
0.3 |
Appraisers' fees |
0.1 |
0.1 |
Project design and development fees |
1.8 |
1.9 |
Consultancy fees |
0.2 |
0.7 |
Other professional fees |
0.6 |
0.8 |
TOTAL |
4.5 |
5.5 |
Decrease in consultancy fees is mainly attributable to the non-recurring Houlihan Lokey fees incurred in 2016.
Administrative and other expenses
The administrative and other expenses from continuing operations amounted to €6.5 million (31 December 2016: €2.2 million) and are analysed as follows:
|
31 December 2017 € million |
31 December 2016 € million |
Travelling and accommodation |
0.3 |
0.4 |
Insurance |
0.1 |
0.1 |
Repairs and maintenance |
0.3 |
0.1 |
Marketing and advertising expenses |
0.3 |
0.3 |
Immovable property and other taxes |
0.5 |
0.5 |
Rents |
0.2 |
0.2 |
Litigation provision* |
4.0 |
0.0 |
Other |
0.8 |
0.6 |
TOTAL |
6.5 |
2.2 |
*A Group company is in dispute with a lending institution concerning a c. €4 million assignment of claims to the institution by one of the Company's contractors. In March 2018, the competent court of first instance ruled partially in favour of this institution, however this decision is provisional and non-enforceable and the Company has instructed its lawyers to appeal this ruling and handle the ongoing litigation.
Change in valuations
Change in valuations from continuing operations amounted to €18.9 million (31 December 2016: €136.5 million) and are analysed as follows:
|
31 December 2017 € million |
31 December 2016 € million |
Net change in fair value of investment property |
12.5 |
22.1 |
Impairment loss on trading properties |
0.7 |
0.7 |
Impairment loss on re-measurement of disposal groups |
3.4 |
4.2 |
Impairment loss on equity-accounted investees held for sale |
0.0 |
109.3* |
Impairment loss/(reversal of Impairment loss and write-offs of property, plant and equipment) |
2.5 |
(0.1) |
(Reversal of) concession/write off of land |
(0.2) |
0.3 |
TOTAL |
18.9 |
136.5 |
*Amount reflects the write-down in Aristo's carrying amount to €45 million |
|
|
Net finance costs
The charge for the period from continuing operations was €6.3 million (31 December 2016: €15.1 million) and comprises the following:
|
31 December 2017 € million |
31 December 2016 € million |
Finance income |
4.1 |
0 |
Finance costs |
(10.4) |
(15.1) |
TOTAL |
(6.3) |
(15.1)
|
During the year, the Company entered into new contracts in connection with the deferred payments due for the purchase of land at Lavender Bay. The revised interest rate agreed on the outstanding consideration is lower than that specified in the previous contracts. As the new contracts have a retrospective effect, the interest previously accrued in prior years of approx. €4 million has been reversed during year ended 31 December 2017 and included in finance income.
Decrease in Finance costs is mainly due to the retirement of all of the DCI's €50 million and USD9.17 million Convertible bonds. These bonds were cancelled upon the completion of the Playa Grande sale at the end of 2016.
F.2. Consolidated statement of financial position as at 31 December 2017
|
|
31 December 2017 |
31 December 2016 |
|
|
|
€'000 |
€'000 |
|
Assets |
|
|
|
|
Property, plant and equipment |
|
87,551 |
87,647 |
|
Investment property |
|
138,672 |
176,548 |
|
Deferred tax assets |
|
994 |
996 |
|
Non-current assets |
|
227,217 |
265,191 |
|
Trading properties |
|
30,572 |
29,763 |
|
Trade and other receivables |
|
5,374 |
3,698 |
|
Cash and cash equivalents |
|
2,444 |
4,698 |
|
Assets held for sale |
|
129,131 |
162,738 |
|
Current assets |
|
167,521 |
200,897 |
|
Total assets |
|
394,738 |
466,088 |
|
Equity |
|
|
|
|
Share capital |
|
9,046 |
9,046 |
|
Share premium |
|
569,847 |
569,847 |
|
Retained deficit |
|
(397,746) |
(365,689) |
|
Other reserves |
|
12,912 |
20,683 |
|
Equity attributable to owners of the Company |
|
194,059 |
233,887 |
|
Non-controlling interests |
|
4,769 |
17,993 |
|
Total equity |
|
198,828 |
251,880 |
|
Liabilities |
|
|
|
|
Loans and borrowings |
|
68,544 |
79,521 |
|
Finance lease liabilities |
|
2,990 |
2,934 |
|
Deferred tax liabilities |
|
19,561 |
24,255 |
|
Trade and other payables |
|
20,858 |
6,479 |
|
Deferred revenue |
|
6,985 |
7,230 |
|
Non-current liabilities |
|
118,938 |
120,419 |
|
Loans and borrowings |
|
21,171 |
12,749 |
|
Finance lease liabilities |
|
8 |
48 |
|
Trade and other payables |
|
16,193 |
43,112 |
|
Deferred revenue |
|
13,834 |
10,683 |
|
Liabilities held for sale |
|
25,766 |
27,197 |
|
Current liabilities |
|
76,972 |
93,789 |
|
Total liabilities |
|
195,910 |
214,208 |
|
Total equity and liabilities |
|
394,738 |
466,088 |
|
Net asset value ('NAV') per share (€) |
|
0.21 |
0.26 |
|
The reported NAV as at 31 December 2017 is presented below:
|
As at 31 December 2017 |
Variation since 31 December 2016 |
||
|
€ |
£ |
€ |
£ |
Total NAV before DTL (million) |
223 |
198 |
(15.8%) |
(12.7%) |
Total NAV after DTL (million) |
194 |
172 |
(17.0%) |
(14.0%) |
NAV per share before DTL |
0.25 |
0.22 |
(15.8%) |
(12.7%) |
NAV per share after DTL |
0.21 |
0.19 |
(17.0%) |
(14.0%) |
___________
Notes:
1. Euro/GBP rate 0.88773 as at 31 December 2017 and 0.85637 as at 31 December 2016.
2. NAV per share has been calculated on the basis of 904,626,856 issued shares as at 31 December 2017 and as at 31 December 2016.
Total Group NAV as at 31 December 2017 was €223 million and €194 million before and after DTL respectively. This represents a decrease of €42 million (15.8%) and €40 million (17.0%), respectively, from the 31 December 2016 figures. This NAV reduction is mainly due to the valuation writedowns relating to the Company's assets as well as Dolphin's regular fixed operational, corporate, finance and management expenses.
Sterling NAV per share as at 31 December 2017 was 22p before DTL and 19p after DTL and decreased by 12.7% and 14.0%, before and after DTL respectively compared to the 31 December 2016 figures. The valuation decreases and operational expenses mentioned above, were counter-balanced by a 3.6% appreciation of Euro versus the Sterling.
The Company's consolidated assets include €257 million of real estate assets, €129 million of assets held for sale, €6 million of other assets (trade and other receivables and deferred tax asset) and €2 million in cash.
The figure of €257 million of real estate assets (property, plant and equipment, investment property and trading properties) represents the independent property valuations conducted as at 31 December 2017 by American Appraisal (for the Greek and Cypriot projects) for both freehold and long leasehold interests of Amanzoe, Kilada Hills, Scorpio Bay, Lavender Bay, Apollo Heights and Plaka Bay projects.
The €129 million of assets held for sale includes €83 million of real estate assets, €44 million of investment in equity accounted investees (the Company's 47.9% and 25% interest in Aristo and Nikki beach respectively as at 31 December 2017), €1 million of available-for-sale financial assets which represents the Company's investment in Itacare and €1 million of other assets. The €83 million figure comprises the appraised value of Kea Resort, Livka Bay and La Vanta (Colliers International conducted the independent property valuation for Croatia and Turkey), as well as the values of Triopetra and Sitia Bay, based on the respective sale agreements.
The Company's consolidated liabilities (excluding DTL) total €167 million and mainly comprise €101 million of interest bearing loans and finance lease obligations (of which €8 million are classified as liabilities held for sale). All loans are held by Group subsidiaries and are non-recourse to Dolphin. The €66 million of trade and other payables and deferred revenue (including €8 million of trade and other payables held for sale) comprise mainly €21 million of option contracts to acquire land in the Company's Lavender Bay project, €7 million deferred income from government grants and €14 million of client advances from villa sales.
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2017
|
|
31 December 2017 |
31 December 2016 |
|
Note |
€'000 |
€'000 |
Continuing operations |
|
|
|
Revenue |
6 |
19,502 |
18,148 |
Cost of sales |
7 |
(15,191) |
(17,357) |
Gross profit |
|
4,311 |
791 |
Disposal of investments |
8A |
4 |
785 |
Change in valuations |
8B |
(18,838) |
(136,512) |
Investment Manager remuneration |
29.2 |
(7,606) |
(11,406) |
Directors' remuneration |
29.1 |
(701) |
(1,509) |
Depreciation charge |
16 |
(2,308) |
(2,284) |
Professional fees |
11 |
(4,491) |
(5,480) |
Administrative and other expenses |
12 |
(6,469) |
(2,232) |
Total operating and other expenses |
|
(40,409) |
(158,638) |
Results from operating activities |
|
(36,098) |
(157,847) |
Finance income |
13 |
4,069 |
29 |
Finance costs |
13 |
(10,406) |
(15,099) |
Net finance costs |
|
(6,337) |
(15,070) |
Share of losses on equity-accounted investees, net of tax |
18 |
- |
(34,389) |
Loss before taxation |
|
(42,435) |
(207,306) |
Taxation |
14 |
2,893 |
3,584 |
Loss from continuing operations |
|
(39,542) |
(203,722) |
DISContinuED operation |
|
|
|
Profit/(loss) from discontinued operation, net of tax |
10 |
12,273 |
(57,268) |
Loss |
|
(27,269) |
(260,990) |
Other comprehensive income |
|
|
|
Items that will not be reclassified to profit or loss |
|
|
|
Revaluation of property, plant and equipment |
16 |
4,515 |
5,796 |
Share of revaluation on equity-accounted investees |
|
- |
17 |
Related tax |
14 |
(1,309) |
(1,682) |
|
|
3,206 |
4,131 |
Items that are or may be reclassified subsequently to profit or loss |
|
|
|
Foreign currency translation differences |
13 |
(11,561) |
(7,458) |
Change in fair value of available-for-sale financial assets |
|
- |
(256) |
|
|
(11,561) |
(7,714) |
Other comprehensive income, net of tax |
|
(8,355) |
(3,583) |
Total comprehensive income |
|
(35,624) |
(264,573) |
Profit/(loss) attributable to: |
|
|
|
Owners of the Company |
|
(31,986) |
(243,762) |
Non-controlling interests |
|
4,717 |
(17,228) |
|
|
(27,269) |
(260,990) |
Total comprehensive income attributable to: |
|
|
|
Owners of the Company |
|
(39,757) |
(247,481) |
Non-controlling interests |
|
4,133 |
(17,092) |
|
|
(35,624) |
(264,573) |
(Loss)/EARNINGS per share |
|
|
|
Basic and diluted loss per share (€) |
15 |
(0.03) |
(0.27) |
Basic and diluted loss per share - Continuing operations (€) |
15 |
(0.04) |
(0.22) |
Basic and diluted earnings/(loss) per share - Discontinued operation (€) |
15 |
0.01 |
(0.05) |
Consolidated statement of financial position
As at 31 December 2017
|
|
31 December 2017 |
31 December 2016 |
|
Note |
€'000 |
€'000 |
Assets |
|
|
|
Property, plant and equipment |
16 |
87,551 |
87,647 |
Investment property |
17 |
138,672 |
176,548 |
Deferred tax assets |
24 |
994 |
996 |
Non-current assets |
|
227,217 |
265,191 |
Trading properties |
19 |
30,572 |
29,763 |
Trade and other receivables |
20 |
5,374 |
3,698 |
Cash and cash equivalents |
21 |
2,444 |
4,698 |
Assets held for sale |
18 |
129,131 |
162,738 |
Current assets |
|
167,521 |
200,897 |
Total assets |
|
394,738 |
466,088 |
Equity |
|
|
|
Share capital |
22 |
9,046 |
9,046 |
Share premium |
22 |
569,847 |
569,847 |
Retained deficit |
|
(397,746) |
(365,689) |
Other reserves |
|
12,912 |
20,683 |
Equity attributable to owners of the Company |
|
194,059 |
233,887 |
Non-controlling interests |
|
4,769 |
17,993 |
Total equity |
|
198,828 |
251,880 |
Liabilities |
|
|
|
Loans and borrowings |
23 |
68,544 |
79,521 |
Finance lease liabilities |
25 |
2,990 |
2,934 |
Deferred tax liabilities |
24 |
19,561 |
24,255 |
Trade and other payables |
27 |
20,858 |
6,479 |
Deferred revenue |
26 |
6,985 |
7,230 |
Non-current liabilities |
|
118,938 |
120,419 |
Loans and borrowings |
23 |
21,171 |
12,749 |
Finance lease liabilities |
25 |
8 |
48 |
Trade and other payables |
27 |
16,193 |
43,112 |
Deferred revenue |
26 |
13,834 |
10,683 |
Liabilities held for sale |
18 |
25,766 |
27,197 |
Current liabilities |
|
76,972 |
93,789 |
Total liabilities |
|
195,910 |
214,208 |
Total equity and liabilities |
|
394,738 |
466,088 |
Net asset value ('NAV') per share (€) |
28 |
0.21 |
0.26 |
Consolidated statement of changes in equity
For the year ended 31 December 2017
|
Attributable to owners of the Company |
|
|
|||||
|
Share |
Share |
Translation |
Revaluation |
Retained |
|
Non-controlling |
Total |
|
capital |
premium |
reserve |
reserve |
deficit |
Total |
interests |
equity |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Balance at 1 January 2016 |
9,046 |
569,847 |
23,939 |
463 |
(121,706) |
481,589 |
34,939 |
516,528 |
Total comprehensive income |
|
|
|
|
|
|
|
|
Loss |
- |
- |
- |
- |
(243,762) |
(243,762) |
(17,228) |
(260,990) |
Other comprehensive income |
|
|
|
|
|
|
|
|
Revaluation of property, plant and equipment, net of tax |
- |
- |
- |
4,114 |
- |
4,114 |
- |
4,114 |
Foreign currency translation differences |
- |
- |
(7,594) |
- |
- |
(7,594) |
136 |
(7,458) |
Share of revaluation on equity-accounted investees |
- |
- |
- |
17 |
- |
17 |
- |
17 |
Fair value adjustment on available-for-sale financial asset |
- |
- |
- |
(256) |
- |
(256) |
- |
(256) |
Total other comprehensive income |
- |
- |
(7,594) |
3,875 |
- |
(3,719) |
136 |
(3,583) |
Total comprehensive income |
- |
- |
(7,594) |
3,875 |
(243,762) |
(247,481) |
(17,092) |
(264,573) |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
Contributions and distributions |
|
|
|
|
|
|
|
|
Equity-settled share-based payment arrangements |
- |
- |
- |
- |
(221) |
(221) |
- |
(221) |
Total contribution and distributions |
- |
- |
- |
- |
(221) |
(221) |
- |
(221) |
Changes in ownership interests |
|
|
|
|
|
|
|
|
Other movement in non-controlling interests |
- |
- |
- |
- |
- |
- |
146 |
146 |
Total changes in ownership interests |
- |
- |
- |
- |
- |
- |
146 |
146 |
Total transactions with owners of the Company |
- |
- |
- |
- |
(221) |
(221) |
146 |
(75) |
Balance at 31 December 2016 |
9,046 |
569,847 |
16,345 |
4,338 |
(365,689) |
233,887 |
17,993 |
251,880 |
Balance at 1 January 2017 |
9,046 |
569,847 |
16,345 |
4,338 |
(365,689) |
233,887 |
17,993 |
251,880 |
Total comprehensive income |
|
|
|
|
|
|
|
|
Loss |
- |
- |
- |
- |
(31,986) |
(31,986) |
4,717 |
(27,269) |
Other comprehensive income |
|
|
|
|
|
|
|
|
Revaluation of property, plant and equipment, net of tax |
- |
- |
- |
3,206 |
- |
3,206 |
- |
3,206 |
Foreign currency translation differences |
- |
- |
(10,977) |
- |
- |
(10,977) |
(584) |
(11,561) |
Total other comprehensive income |
- |
- |
(10,977) |
3,206 |
- |
(7,771) |
(584) |
(8,355) |
Total comprehensive income |
- |
- |
(10,977) |
3,206 |
(31,986) |
(39,757) |
4,133 |
(35,624) |
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
Contributions and distributions |
|
|
|
|
|
|
|
|
Non-controlling interests on capital increases of subsidiaries |
- |
- |
- |
- |
- |
- |
95 |
95 |
Equity-settled share-based payment arrangements |
- |
- |
- |
- |
(71) |
(71) |
- |
(71) |
Total contribution and distributions |
- |
- |
- |
- |
(71) |
(71) |
95 |
24 |
Changes in ownership interests |
|
|
|
|
|
|
|
|
Disposal of subsidiary with non-controlling interests |
- |
- |
- |
- |
- |
- |
(17,452) |
(17,452) |
Total changes in ownership interests |
- |
- |
- |
- |
- |
- |
(17,452) |
(17,452) |
Total transactions with owners of the Company |
- |
- |
- |
- |
(71) |
(71) |
(17,357) |
(17,428) |
Balance at 31 December 2017 |
9,046 |
569,847 |
5,368 |
7,544 |
(397,746) |
194,059 |
4,769 |
198,828 |
Consolidated statement of cash flows
For the year ended 31 December 2017
|
|
31 December 2017 |
31 December 2016 |
|
|
€'000 |
€'000 |
Cash flows from operating activities |
|
|
|
Loss |
|
(27,269) |
(260,990) |
Adjustments for: |
|
|
|
Net change in fair value of investment property |
|
12,486 |
64,584 |
Impairment loss on trading properties |
|
680 |
724 |
(Gain)/loss on disposal of investment in subsidiaries |
|
(299) |
23,932 |
Gain on disposal of investment in equity-accounted investees |
|
(4) |
(151) |
Share of losses on equity-accounted investees, net of tax |
|
- |
34,389 |
Equity-settled share-based payment arrangements |
|
(71) |
(221) |
Impairment loss on equity-accounted investees |
|
- |
109,265 |
Impairment loss on re-measurement of disposal groups |
|
3,409 |
4,197 |
Impairment loss on available-for-sale financial assets |
|
- |
995 |
Impairment loss/(reversal of) and write offs of property, plant and equipment |
|
2,456 |
(92) |
(Reversal of) concession/write off of land |
|
(193) |
292 |
Depreciation charge |
|
2,308 |
2,780 |
Interest income |
|
(4,069) |
(30) |
Interest expense |
|
7,865 |
15,314 |
Exchange difference |
|
(11,560) |
(13,922) |
Taxation |
|
(2,893) |
(4,857) |
|
|
(17,154) |
(23,791) |
Changes in: |
|
|
|
Receivables |
|
(1,778) |
9,380 |
Payables |
|
972 |
3,286 |
Cash used in operating activities |
|
(17,960) |
(11,125) |
Tax received/(paid) |
|
10 |
(74) |
Net cash used in operating activities |
|
(17,950) |
(11,199) |
Cash flows from investing activities |
|
|
|
Proceeds from disposal of subsidiaries, net of cash disposed of |
|
26,293 |
61,239 |
Proceeds from disposal of investment in equity-accounted investees |
|
700 |
1,101 |
Net acquisitions of investment property |
|
(203) |
(11) |
Net acquisitions of property, plant and equipment |
|
(153) |
(2,515) |
Net change in trading properties |
|
(1,079) |
3,200 |
Net change in net assets held for sale |
|
193 |
291 |
Interest received |
|
- |
30 |
Net cash from investing activities |
|
25,751 |
63,335 |
Cash flows from financing activities |
|
|
|
Funds received from non-controlling interests |
|
95 |
- |
Change in loans and borrowings |
|
(2,728) |
(78,643) |
Change in finance lease obligations |
|
16 |
(51) |
Interest paid |
|
(7,401) |
(10,652) |
Net cash used in financing activities |
|
(10,018) |
(89,346) |
Net decrease in cash and cash equivalents |
|
(2,217) |
(37,210) |
Cash and cash equivalents at 1 January |
|
4,698 |
41,990 |
Effect of movement in exchange rates on cash held |
|
- |
101 |
Cash and cash equivalents reclassified to assets held for sale |
|
(37) |
(183) |
Cash and cash equivalents at 31 December |
|
2,444 |
4,698 |
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of the following: |
|
|
|
Cash in hand and at bank (see note 21) |
|
2,444 |
4,698 |
Cash and cash equivalents at the end of the year |
|
2,444 |
4,698 |
Notes to the consolidated financial statements
For the year ended 31 December 2017
1. REPORTING ENTITY
Dolphin Capital Investors Limited (the 'Company') was incorporated and registered in the British Virgin Islands ('BVIs') on 7 June 2005. The Company is a real estate investment company focused on the early-stage, large-scale leisure-integrated residential resorts in south-east Europe and the Americas, and managed by Dolphin Capital Partners Limited (the 'Investment Manager'), an independent private equity management firm that specialises in real estate investments, primarily in south-east Europe. The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ('AIM') on 8 December 2005.
The consolidated financial statements of the Company as at 31 December 2017 comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates.
2. basis of preparation
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union ('EU').
The consolidated financial statements were authorised for issue by the Board of Directors on 4 May 2018.
b. Basis of preparation
The consolidated financial statements of the Company for the year ended 31 December 2017 have been prepared taking into account the Company's intention to dispose of all of its assets by 31 December 2019, as further explained below. The basis of preparation used continues to be in accordance with International Financial Reporting Standards as adopted by the European Union.
Based on the Company's new asset strategy approved by its shareholders in December 2016, the Company's objective is to dispose of all of the Company's assets by 31 December 2019. The allocation of any additional capital investment into any of the Company's projects will be substantially sourced from third party capital providers and with the sole objective of enhancing the respective asset's realisation potential until 31 December 2019. The Board expects to return the proceeds from asset disposals to shareholders, as the orderly realisation of the Company's assets progresses and taking into account the Company's liquidity position and working capital requirements. In the event that any assets are still held by the Company shortly before 31 December 2019, the Board will convene a shareholders' meeting at which appropriate resolutions for the future of the Company will be proposed.
c. Basis of measurement
The consolidated financial statements have been prepared under the historical cost convention, with the exception of property (investment property and property, plant and equipment), which are stated at their fair values and assets and liabilities held for sale, which are stated at their fair value less costs to sell.
d. Adoption of new and revised standards and interpretations
As from 1 January 2017, the Group adopted all changes to IFRS which are relevant to its operations. This adoption did not have a material effect on the consolidated financial statements of the Company.
The following standards, amendments to standards and interpretations have been issued but are not yet effective for annual periods beginning on 1 January 2017. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. The Group continues to assess the potential impact on its consolidated financial statements resulting from the application of the following standards.
(i) Standards and interpretations adopted by the EU
IFRS 9 'Financial Instruments' (effective for annual periods beginning on or after 1 January 2018)
In July 2014, the IAS issued the final version of IFRS 9, which replaces the existing guidance in IAS 39 'Financial Instruments: Recognition and Measurement'. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss (ECL) model for calculating impairment on financial assets, and new general hedge accounting requirements. IFRS 9 largely retains the existing requirements in IAS 39 for the classification of financial liabilities. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39.
Based on assessments undertaken to date, the adoption of IFRS 9 is not expected to have a material impact on the Group's financial statements.
Classification - Financial assets
IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics. IFRS 9 contains three principal classification categories for financial
assets: measured at amortised cost, FVOCI and FVTPL. The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale. Under IFRS 9, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification.
Based on its assessment, the Group expects that the new classification requirements will not have a material impact on its accounting for trade and other receivables.
Impairment - Financial assets and contract assets
IFRS 9 replaces the 'incurred loss' model in IAS 39 with a forward-looking ECL model. This will require considerable judgement about how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis. The new impairment model will apply to financial assets measured at amortised cost or FVOCI, except for investments in equity instruments, and to contract assets.
Under IFRS 9, loss allowances will be measured on either of the following bases:
- 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and
- lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.
Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly since initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial asset's credit risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime ECL measurement always applies for trade receivables and contract assets without a significant financing component. There is a rebuttable presumption that default does not occur later than when a financial asset is 90 days past due unless an entity has reasonable and supportable information to corroborate a more lagging default criterion.
The Group believes that the application of the new impairment requirements will not have a material impact on its financial statements.
IFRS 15 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018)
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programs. It provides a principles-based approach for revenue recognition, and introduces the concept of recognizing revenue for performance obligations as they are satisfied. The recognition of such revenue is in accordance with five steps to: 1) identifying the contract with the customer; 2) identifying each of the performance obligations included in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognising revenue as each performance obligation is satisfied.
Based on assessments undertaken to date, the adoption of IFRS 15 is not expected to have a material impact on the Group's financial statements.
IFRS 15 (Clarifications) 'Revenue from Contracts with Customers' (effective for annual periods beginning on or after 1 January 2018)
Clarifications to IFRS 15 provide additional application guidance but do not change the underlying principles of the standard. The clarifications relate principally to identifying performance obligations (step 2), accounting for licenses of intellectual property (step 5) and agent vs principal considerations. The clarifications also introduce additional practical expedients on transition in relation to modified and completed contracts.
The application of the clarifications is not expected to have a material impact on the financial statements of the Group.
IFRS 16 'Leases' (effective for annual periods beginning on or after 1 January 2019)
IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard introduces a single, on-balance sheet lease accounting model for lessees. IFRS 16 applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether there is an identified asset controlled by the entity. The previous distinction between operating and finance leases is removed for lessees. Instead, a lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low value items. Lessor accounting remains similar to the current standard - i.e. lessors continue to classify leases as finance or operating leases. Based on assessments undertaken to date, the adoption of IFRS 16 is not expected to have a material impact on the Group's financial statements.
IAS 40 (Amendments) 'Transfers of Investment Property' (effective for annual periods beginning on or after 1 January 2018)
The amendments clarify the requirements on transfers to, or from, investment property. A transfer is made when, and only when, there is an actual change in use i.e. an asset meets or ceases to meet the definition of investment property and there is evidence of the change in use. A change in management intention alone does not support a transfer. In addition, the amendments clarify that the revised examples of evidence of a change in use in the amended version of IAS 40 are not exhaustive. The amendments are not expected to have an impact on the Group's financial statements.
IFRS 2 (Amendments) 'Classification and Measurement of Share-based Payment Transactions' (effective for annual periods beginning on or after 1 January 2018)
The amendments cover three accounting areas: a) measurement of cash-settled share-based payments; b) classification of share-based payments settled net of tax withholdings; and c) accounting for a modification of a share-based payment from cash-settled to equity-settled. The new requirements can affect the classification and/or measurements of these arrangements - and potentially the timing and amount of expense recognised for new and outstanding awards. The amendments are not expected to have an impact on the Group's financial statements.
Annual Improvements to IFRSs 2014-2016 Cycle (effective for annual periods beginning on or after 1 January 2017 (IFRS 12) and 1 January 2018 (IFRS 1 and IAS 28))
The amendments to IFRS 1 remove the outdated exemptions for first-time adopters of IFRS. The amendments to IAS 28 clarify that the election to measure at fair value through profit or loss an investment in associate or a joint venture that is held by an entity that is a venture capital organisation, or other qualifying entity, is available for each investment in an associate or joint venture on an investment-by-investment basis, upon initial recognition. Additionally, a non-investment entity investor may elect to retain the fair value accounting applied by an investment entity associate or investment entity joint venture to its subsidiaries (election can be made separately for each investment entity associate or joint venture). The amendments are not expected to have an impact on the Group's financial statements.
(ii) Standards and interpretations not adopted by the EU
IFRIC 23 'Uncertainty over Income Tax Treatments' (effective for annual periods beginning on or after 1 January 2019)
IFRIC 23 clarifies the accounting for income tax treatments that have yet to be accepted by tax authorities, whilst also aiming to enhance transparency. The key test is whether it is probable that the tax authority will accept the chosen tax treatment, on the assumption that tax authorities will have full knowledge of all relevant information in assessing a proposed tax treatment. The uncertainty is reflected using the measure that provides the better prediction of the resolution of the uncertainty being either the most likely amount or the expected value. The interpretation also requires companies to reassess the judgements and estimates applied if facts and circumstances change. IFRIC 23 does not introduce any new disclosures but reinforces the need to comply with existing disclosure requirements in relation to judgements made, assumptions and estimates used, and the potential impact of uncertainties that are not reflected. The Group is currently evaluating the expected impact of adopting the interpretation on its financial statements. As such, the expected impact of the interpretation is not yet known or reasonably estimable.
Annual Improvements to IFRSs 2015‑2017 Cycle (effective for annual periods beginning on or after 1 January 2019)
In December 2017, the IASB published Annual Improvements to IFRSs 2015-2017 Cycle, containing the following amendments to IFRSs:
- IFRS 3 'Business Combinations' and IFRS 11 'Joint Arrangements'. The amendments to IFRS 3 clarify that when an entity obtains control of a business that is a joint operation, then the transaction is a business combination achieved in stages and the acquiring party remeasures the previously held interest in that business at fair value. The amendments to IFRS 11 clarify that when an entity maintains (or obtains) joint control of a business that is a joint operation, the entity does not remeasure previously held interests in that business.
- IAS 12 'Income Taxes': the amendments clarify that all income tax consequences of dividends (i.e. distribution of profits) are recognised consistently with the transactions that generated the distributable profits - i.e. in profit or loss, OCI or equity.
- IAS 23 'Borrowing Costs': the amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings.
The Group is currently evaluating the expected impact of adopting the amendments on its financial statements. As such, the expected impact of the amendments is not yet known or reasonably estimable.
Amendments to References to the Conceptual Framework in IFRS Standards (effective for annual periods beginning on or after 1 January 2020)
In March 2018 the IASB issued a comprehensive set of concepts for financial reporting, the revised 'Conceptual Framework for Financial Reporting' (Conceptual Framework), replacing the previous version issued in 2010. The main changes to the framework's principles have implications for how and when assets and liabilities are recognised and derecognized in the financial statements, while some of the concepts in the revised Framework are entirely new (such as the 'practical ability' approach to liabilities). To assist companies with the transition, the IASB issued a separate accompanying document 'Amendments to References to the Conceptual Framework in IFRS Standards'. This document updates some references to previous versions of the Conceptual Framework in IFRS Standards, their accompanying documents and IFRS Practice Statements. The Group is currently evaluating the expected impact of adopting the amendment on its financial statements. As such, the expected impact of the amendment is not yet known or reasonably estimable.
e. Use of estimates and judgements
The preparation of consolidated financial statements in accordance with IFRS requires from management the exercise of judgement, to make estimates and assumptions that influence the application of accounting principles and the related amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are described below:
Work in progress
Work in progress is stated at cost plus any attributable profit less any foreseeable losses and less amounts received or receivable as progress payments. The cost of work in progress includes materials, labour and direct expenses plus attributable overheads based on a normal level of activity. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date.
Revenue recognition
The Group applies the provisions of IAS18 of accounting for revenue from sale of developed property, under which income and cost of sales are recognised upon delivery and when substantially all risks have been transferred to the buyer.
Provision for bad and doubtful debts
The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the customer's payment record and the customer's overall financial position. If indications of irrecoverability exist, the recoverable amount is estimated and a respective provision for bad and doubtful debts is made. The amount of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly.
Taxation
Significant judgement is required in determining the provision for taxation. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Going concern assumptions
The Group's cash flow forecasts for the foreseeable future involve uncertainties related primarily to the exact disposal proceeds and timing of disposals of the assets expected to be disposed of. Management believes that the proceeds from forecasted asset sales will be sufficient to maintain the Group's cash flow at a positive level. Should the need arise, management is confident that it can secure additional banking facilities and/or obtain waivers on existing ones, until planned asset sales are realised and proceeds received. If for any reason the Group is unable to continue as a going concern, then this could have an impact on the Group's ability to realise assets at their recognised values and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements.
Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Significant unobservable inputs and valuation adjustments are regularly reviewed and changes in fair value measurements from period to period are analysed.
Fair values are categorised 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).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
When applicable, further information about the assumptions made in measuring fair values is included in the notes specific to that asset or liability.
f. Functional and presentation currency
These consolidated financial statements are presented in Euro (€), which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
3. Determination of fair values
Properties
The fair value of investment property and land and buildings classified as property, plant and equipment is determined at the end of each reporting period. External, independent valuation companies, having appropriate recognised professional qualifications and recent experience in the location and category of the properties being valued, value the Group's properties at the end of each year and where necessary, semi-annually.
The Directors have appointed Colliers International and American Appraisal, two internationally recognised firms of surveyors, to conduct valuations of the Group's acquired properties to determine their fair value. These valuations are prepared in accordance with generally accepted appraisal standards, as set out by the Royal Institute of Chartered Surveyors ('RICS'). Furthermore, the valuations are conducted on an 'as is condition' and on an open market comparative basis.
The valuation analysis of properties is based on all the pertinent market factors that relate both to the real estate market and, more specifically, to the subject properties. The valuation analysis of a property typically uses four approaches: the cost approach, the direct sales comparison approach, the income approach and the residual value approach. The cost approach measures value by estimating the Replacement Cost New or the Reproduction Cost New of property and then determining the deductions for accrued depreciation that should be made to reflect the age, condition and situation of the asset during its past and proposed future economic working life. The direct sales comparison approach is based on the premise that persons in the marketplace buy by comparison. It involves acquiring market sales/offerings data on properties similar to the subject property. The prices of the comparables are then adjusted for any dissimilar characteristics as compared to the subject's characteristics. Once the sales prices are adjusted, they can be reconciled to estimate the fair value for the subject property. Based on the income approach, an estimate is made of prospective economic benefits of ownership. These amounts are discounted and/or capitalised at appropriate rates of return in order to provide an indication of value. The residual value approach is used for the valuation of the land and depends on two basic factors: the location and the total value of the buildings developed on a site. Under this approach, the residual value of the land is calculated by subtracting the development cost from the estimated sales value of the completed development.
Each of the above-mentioned valuation techniques results in a separate valuation indication for the subject property. A reconciliation process is then performed to weigh the merits and limiting conditions of each approach. Once this is accomplished, a value conclusion is reached by placing primary weight on the technique, or techniques, that are considered to be the most reliable, given all factors.
Financial assets
The fair value of financial assets that are listed on a stock exchange is determined by reference to their quoted bid price at the reporting date. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.
Trade and other receivables
The fair value of trade and other receivables, excluding construction work in process, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.
Equity-settled share-based payment arrangements
The fair value of equity-settled share-based payment arrangements are measured at grant date using the Trinomial Tree Option Pricing Model and Monte Carlo simulations. Service and non-market performance conditions attached to the arrangements are not taken into account in measuring fair value.
4. PRINCIPAL subsidiaries
As at 31 December 2017, the Group's most significant subsidiaries were the following:
|
|
Country of |
Shareholding |
Name |
Project |
incorporation |
interest |
Scorpio Bay Holdings Limited |
Scorpio Bay Resort |
Cyprus |
100% |
Scorpio Bay Resorts S.A. |
Scorpio Bay Resort |
Greece |
100% |
Latirus Enterprises Limited ('Latirus') |
Sitia Bay Golf Resort |
Cyprus |
80% |
Iktinos Techniki Touristiki S.A. ('Iktinos') |
Sitia Bay Golf Resort |
Greece |
78% |
Xscape Limited |
Lavender Bay Resort |
Cyprus |
100% |
Golfing Developments S.A. |
Lavender Bay Resort |
Greece |
100% |
MindCompass Overseas Limited |
Kilada Hills Golf Resort |
Cyprus |
100% |
MindCompass Overseas S.A. |
Kilada Hills Golf Resort |
Greece |
100% |
MindCompass Overseas Two S.A. |
Kilada Hills Golf Resort |
Greece |
100% |
MindCompass Parks S.A. |
Kilada Hills Golf Resort |
Greece |
100% |
Dolphin Capital Greek Collection Limited |
Kilada Hills Golf Resort |
Cyprus |
100% |
DCI Holdings One Limited ('DCI H1') |
Aristo Developers |
BVIs |
100% |
D.C. Apollo Heights Polo and Country Resort Limited |
Apollo Heights Resort |
Cyprus |
100% |
Symboula Estates Limited |
Apollo Heights Resort |
Cyprus |
100% |
DolphinCI Fourteen Limited ('DCI 14') |
Amanzoe |
Cyprus |
100% |
Eidikou Skopou Dekatessera S.A. ('ES 14') |
Amanzoe |
Greece |
100% |
Eidikou Skopou Dekaokto S.A. ('ES 18') |
Amanzoe |
Greece |
100% |
Single Purpose Vehicle Two Limited ('SPV 2') |
Amanzoe |
Cyprus |
64% |
Eidikou Skopou Eikosi Ena S.A. |
Amanzoe |
Greece |
64% |
Azurna Uvala D.o.o. ('Azurna') |
Livka Bay Resort |
Croatia |
100% |
Eastern Crete Development Company S.A. |
Plaka Bay Resort |
Greece |
100% |
DolphinLux 2 S.a.r.l. |
La Vanta- Mediterra Resorts |
Luxembourg |
100% |
Kalkan Yapi ve Turizm A.S. ('Kalkan') |
La Vanta- Mediterra Resorts |
Turkey |
100% |
Single Purpose Vehicle Eight Limited |
Triopetra |
Cyprus |
100% |
Eidikou Skopou Dekapente S.A. |
Triopetra |
Greece |
100% |
Single Purpose Vehicle Ten Limited ('SPV 10') |
Kea Resort |
Cyprus |
67% |
Eidikou Skopou Eikosi Tessera S.A. |
Kea Resort |
Greece |
67% |
The above shareholding interest percentages are rounded to the nearest integer.
As at 31 December 2017 and 31 December 2016, all or part of the shares held by the Company in some of its subsidiaries are pledged as a security for loans (see note 23).
5. Significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all periods presented in these consolidated financial statements unless otherwise stated.
5.1 Subsidiaries
Subsidiaries are those entities, including special purpose entities, controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
5.2 Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated to the extent of the Group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
5.3 Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.
The Group measures goodwill at the acquisition date as the fair value of the consideration transferred, plus the recognised amount of any non-controlling interests in the acquiree, plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling shareholders' proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.
5.4 Interest in equity-accounted investees
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Associates are accounted for using the equity method (equity-accounted investees) and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the income and expenses and equity movements of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group's share of losses exceeds its interest in an equity accounted-investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
5.5 Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of the business, use in the production or supply of goods or services or for administration purposes. Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. When an investment property that was previously classified as property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings.
When the use of property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.
A property interest under an operating lease is classified and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classified as an investment property is carried at fair value. Lease payments are accounted for as described in accounting policy 5.10.
5.6 Property, plant and equipment
Land and buildings are carried at fair value, based on valuations by external independent valuers, less subsequent depreciation for buildings. Revaluations are carried out with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the statement of financial position date. All other property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to fair value reserve in shareholders' equity. Decreases that offset previous increases of the same asset are charged against that reserve; all other decreases are recognised in profit or loss.
The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and appropriate proportion of production overheads.
Depreciation charge is recognised in profit or loss on a straight-line basis over the estimated useful lives of items of property, plant and equipment, unless it constitutes part of the cost of another asset in which case is included in this asset's carrying amount. Freehold land is not depreciated.
The annual rates of depreciation are as follows:
Buildings 3%
Machinery and equipment 10% - 33.33%
Motor vehicles and other 10% - 20%
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in profit or loss as incurred.
5.7 Assets held for sale
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.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis. Impairment losses on initial classification as held for sale and subsequent gains and losses on re-measurement are recognised in profit or loss.
Once classified as held for sale, property, plant and equipment is no longer depreciated, and any equity-accounted investee is no longer equity accounted.
5.8 Trading properties
Trading properties (inventory) are shown at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of the business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost of trading properties is determined on the basis of specific identification of their individual costs and represents the fair value paid at the date that the land was acquired by the Group.
5.9 Work in progress
Work in progress is stated at cost plus any attributable profit less any foreseeable losses and less amounts received or receivable as progress payments. The cost of work in progress includes materials, labour and direct expenses plus attributable overheads based on a normal level of activity.
5.10 Leased assets
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property held under operating leases that would otherwise meet the definition of investment property may be classified as investment property on a property-by-property basis. Such property is accounted for as if it were a finance lease and the fair value model is used for the asset recognised. Minimum lease payments on finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
5.11 Trade and other receivables
Trade and other receivables are stated at their cost less impairment losses (see accounting policy 5.21).
5.12 Financial assets
The classification of the Group's investments in equity securities depends on the purpose for which the investments were acquired. Management determines the classification of investments at initial recognition and re-evaluates this designation at every statement of financial position date.
Available-for-sale financial assets
Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available for sale. These are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Unrealised gains and losses arising from changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income and then in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss. In respect of available-for-sale equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of fair value reserve.
5.13 Cash and cash equivalents
Cash and cash equivalents comprise cash deposited with banks and bank overdrafts repayable on demand. Cash equivalents are short-term, highly-liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
5.14 Share capital and premium
Share capital represents the issued amount of shares outstanding at their par value. Any excess amount of capital raised is included in share premium. External costs directly attributable to the issue of new shares, other than on a business combination, are shown as a deduction, net of tax, in share premium from the proceeds. Share issue costs incurred directly in connection with a business combination are included in the cost of acquisition.
5.15 Dividends
Dividends are recognised as a liability in the period in which they are declared and approved and are subtracted directly from retained earnings.
5.16 Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings on an effective interest basis.
5.17 Trade and other payables
Trade and other payables are stated at their cost.
5.18 Prepayments from clients
Payments received in advance on development contracts for which no revenue has been recognised yet are recorded as prepayments from clients as at the statement of financial position date and carried under deferred income. Payments received in advance on development contracts for which revenue has been recognised are recorded as prepayments from clients to the extent that they exceed revenue that was recognised in profit or loss as at the statement of financial position date.
5.19 Provisions
A provision is recognised in the consolidated statement of financial position when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
5.20 Expenses
Investment Manager remuneration, Directors' remuneration, operational expenses, professional fees, administrative and other expenses are accounted for on an accrual basis. Expenses are charged to profit or loss, except for expenses incurred on the acquisition of an investment property, which are included within the cost of that investment. Expenses arising on the disposal of an investment property are deducted from the disposal proceeds.
5.21 Impairment
The carrying amounts of the Group's assets, other than investment property (see accounting policy 5.5) and deferred tax assets (see accounting policy 5.31), are reviewed at each statement of financial position date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated. The recoverable amount is the greater of the net selling price and value in use of an asset. In assessing value in use of an asset, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then, to reduce the carrying amount of the other assets in the unit on a pro rata basis.
5.22 Discontinued operation
A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group. A discontinued operation has either been disposed of, or is classified as held for sale, and:
(a) represents a separate major line of business or geographical area of operations;
(b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operation; or
(c) is a subsidiary acquired exclusively with a view to resale.
When an operation is classified as a discontinued operation, the comparative statement of profit or loss and other comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.
5.23 Revenue recognition
Revenue comprises the invoiced amount for the sale of goods and services net of value added tax, rebates and discounts. Revenues earned by the Group are recognised on the following bases:
Income from land and buildings under development
The Group applies IAS 18 'Revenue' for income from land and buildings under development, according to which revenue and the related costs are recognised in profit or loss when the building has been completed and delivered and all associated risks have been transferred to the buyer.
Construction contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the statement of financial position date, as measured by the proportion that contract costs incurred for work performed to date compared to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
5.24 Equity-settled share-based payment arrangements
The grant-date fair value of equity-settled share-based arrangements is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The grant-date fair value is measured to reflect market performance conditions and there is no true-up for differences between expected and actual outcomes. The amount recognised as an expense, is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
5.25 Finance income and costs
Finance income comprises interest income on funds invested, dividend income and gains on the disposal of and increase in the fair value of financial assets at fair value through profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and losses on the disposal of and reduction in the fair value of financial assets at fair value through profit or loss.
The interest expense component of finance lease payments is recognised in profit or loss using the effective interest method.
5.26 Foreign currency translation
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.
5.27 Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Euro at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to Euro at exchange rates at the dates of the transactions.
The income and expenses of foreign operations in hyperinflationary economies are translated to Euro at the exchange rate at the reporting date. Prior to translating the financial statements of foreign operations in hyperinflationary economies, their financial statements for the current period are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices at the reporting date.
Foreign currency differences are recognised directly in equity in the foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to profit or loss.
5.28 Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (operating segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. Segment results that are reported to the Group's chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
5.29 Earnings per share
The Group presents basic and diluted (if applicable) earnings per share ('EPS') data for its shares. Basic EPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential shares.
5.30 NAV per share
The Group presents NAV per share by dividing the total equity attributable to owners of the Company by the number of shares outstanding as at the statement of financial position date.
5.31 Taxation
Taxation comprises current and deferred tax. Taxation is recognised in profit or loss, except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the statement of financial position method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to the tax liabilities will impact tax expense in the period that such a determination is made.
5.32 Government grants
Government grants are recognised when there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants related to non-current assets are recognised as deferred income that is recognised in profit or loss on a systematic basis over the useful life of the asset. Government grants that relate to expenses are recognised in profit or loss as revenue.
5.33 Comparatives
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
6. revenue
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Income from hotel operations |
18,410 |
- |
18,410 |
14,291 |
4,354 |
18,645 |
Income from operation of golf courses |
- |
- |
- |
- |
126 |
126 |
Income from construction contracts |
- |
- |
- |
- |
1,032 |
1,032 |
Sale of trading and investment properties |
220 |
- |
220 |
3,430 |
3,614 |
7,044 |
Rental income |
18 |
- |
18 |
56 |
- |
56 |
Other income |
854 |
- |
854 |
371 |
1,478 |
1,849 |
Total |
19,502 |
- |
19,502 |
18,148 |
10,604 |
28,752 |
7. COST OF SALES
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Cost of sales related to: |
|
|
|
|
|
|
Hotel operations |
6,385 |
- |
6,385 |
4,430 |
2,145 |
6,575 |
Golf course operations |
- |
- |
- |
- |
144 |
144 |
Sales of trading and investment properties |
248 |
- |
248 |
5,257 |
1,735 |
6,992 |
Electricity and fuel |
137 |
- |
137 |
97 |
10 |
107 |
Personnel expenses (see below) |
6,346 |
254 |
6,600 |
5,592 |
3,500 |
9,092 |
Branding management fees |
1,522 |
- |
1,522 |
1,585 |
661 |
2,246 |
Other operating expenses |
553 |
114 |
667 |
396 |
25 |
421 |
Total |
15,191 |
368 |
15,559 |
17,357 |
8,220 |
25,577 |
Personnel expenses
Continuing operations
|
From 1 January 2017 to 31 December 2017 |
||
|
Hotel & leisure operations |
Project maintenance & development |
Total |
|
€'000 |
€'000 |
€'000 |
Wages and salaries |
4,477 |
521 |
4,998 |
Compulsory social security contributions |
1,063 |
114 |
1,177 |
Other personnel costs |
149 |
22 |
171 |
Total |
5,689 |
657 |
6,346 |
The average number of employees employed by the Group during the year was |
169 |
26 |
195 |
Discontinued operation
|
From 1 January 2017 to 31 December 2017 |
||
|
Hotel & leisure operations |
Project maintenance & development |
Total |
|
€'000 |
€'000 |
€'000 |
Wages and salaries |
- |
174 |
174 |
Compulsory social security contributions |
- |
37 |
37 |
Other personnel costs |
- |
43 |
43 |
Total |
- |
254 |
254 |
The average number of employees employed by the Group during the year was |
- |
33 |
33 |
Continuing operations
|
From 1 January 2016 to 31 December 2016 |
||
|
Hotel & leisure operations |
Project maintenance & development |
Total |
|
€'000 |
€'000 |
€'000 |
Wages and salaries |
3,858 |
493 |
4,351 |
Compulsory social security contributions |
948 |
103 |
1,051 |
Other personnel costs |
167 |
23 |
190 |
Total |
4,973 |
619 |
5,592 |
The average number of employees employed by the Group during the year was |
172 |
25 |
197 |
Discontinued operation
|
From 1 January 2016 to 31 December 2016 |
||
|
Hotel & leisure operations |
Project maintenance & development |
Total |
|
€'000 |
€'000 |
€'000 |
Wages and salaries |
842 |
1,514 |
2,356 |
Compulsory social security contributions |
95 |
559 |
654 |
Other personnel costs |
367 |
123 |
490 |
Total |
1,304 |
2,196 |
3,500 |
The average number of employees employed by the Group during the year was |
134 |
104 |
238 |
8. INCOME AND EXPENSES
A. DISPOSAL OF INVESTMENTS
|
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Note |
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Gain/(loss) on disposal of investment in subsidiaries |
31 |
- |
299 |
299 |
634 |
(24,566) |
(23,932) |
Gain on disposal of investment in equity-accounted investees held for sale |
18 |
4 |
- |
4 |
151 |
- |
151 |
Total |
|
4 |
299 |
303 |
785 |
(24,566) |
(23,781) |
B. CHANGE IN VALUATIONS
|
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Note |
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Net change in fair value of investment property |
17 |
(12,486) |
- |
(12,486) |
(22,126) |
(42,458) |
(64,584) |
Impairment loss on trading properties |
19 |
(680) |
- |
(680) |
(724) |
- |
(724) |
Impairment loss on re-measurement of disposal groups |
18 |
(3,409) |
- |
(3,409) |
(4,197) |
- |
(4,197) |
Impairment loss on equity-accounted investees held for sale |
18 |
- |
- |
- |
(109,265) |
- |
(109,265) |
Impairment loss on available-for-sale financial assets held for sale |
|
- |
- |
- |
- |
(995) |
(995) |
(Impairment loss)/reversal of and write offs of property, plant and equipment |
16 |
(2,456) |
- |
(2,456) |
92 |
- |
92 |
Reversal of (concession/write off) of land |
|
193 |
- |
193 |
(292) |
- |
(292) |
Total |
|
(18,838) |
- |
(18,838) |
(136,512) |
(43,453) |
(179,965) |
9. SEGMENT REPORTING
Operating segments
The Group has two reportable operating segments, the 'Hotel & leisure operations' and 'Construction & development' segments. Information related to each operational reportable segment is set out below. Segment profit/(loss) before tax is used to measure performance as management believes such information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.
|
Hotel & leisure operations |
Construction & development |
Other |
Reportable segments' totals |
||||
|
Continuing operations |
Discontinued operation |
Continuing operations |
Discontinued operation |
Continuing operations |
Discontinued operation |
Continuing operations |
Discontinued operation |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
31 December 2017 |
|
|
|
|
|
|
|
|
Revenue |
18,410 |
- |
235 |
- |
857 |
- |
19,502 |
- |
Cost of sales |
(13,299) |
- |
(1,747) |
(368) |
(145) |
- |
(15,191) |
(368) |
Investment Manager remuneration |
- |
- |
- |
- |
(7,606) |
- |
(7,606) |
- |
Directors' remuneration |
- |
- |
- |
- |
(701) |
- |
(701) |
- |
Depreciation charge |
(2,308) |
- |
- |
- |
- |
- |
(2,308) |
- |
Professional fees |
- |
- |
(200) |
(29) |
(4,291) |
(78) |
(4,491) |
(107) |
Administrative and other expenses |
- |
- |
(4,144) |
(80) |
(2,325) |
(942) |
(6,469) |
(1,022) |
Gain on disposal of investments in subsidiaries |
- |
- |
- |
- |
- |
299 |
- |
299 |
Gain on disposal of investments in equity-accounted investees held for sale |
- |
- |
4 |
- |
- |
- |
4 |
- |
Net change in fair value of investment property |
- |
- |
- |
- |
(12,486) |
- |
(12,486) |
- |
Ιmpairment loss on trading properties |
- |
- |
(680) |
- |
- |
- |
(680) |
- |
Impairment loss on re-measurement of disposal groups |
- |
- |
(1,081) |
- |
(2,328) |
- |
(3,409) |
- |
Impairment loss and write offs of property, plant and equipment |
(1,388) |
- |
- |
- |
(1,068) |
- |
(2,456) |
- |
Concession/write off of land |
- |
- |
- |
- |
193 |
- |
193 |
- |
Results from operating activities |
1,415 |
- |
(7,613) |
(477) |
(29,900) |
(721) |
(36,098) |
(1,198) |
Finance income |
- |
- |
- |
- |
4,069 |
13,471 |
4,069 |
13,471 |
Finance costs |
(2,335) |
- |
(3,695) |
- |
(4,376) |
- |
(10,406) |
- |
Net finance (costs)/income |
(2,335) |
- |
(3,695) |
- |
(307) |
13,471 |
(6,337) |
13,471 |
(Loss)/profit before taxation |
(920) |
- |
(11,308) |
(477) |
(30,207) |
12,750 |
(42,435) |
12,273 |
Taxation |
- |
- |
5 |
- |
2,888 |
- |
2,893 |
- |
(Loss)/profit |
(920) |
- |
(11,303) |
(477) |
(27,319) |
12,750 |
(39,542) |
12,273 |
|
Hotel & leisure operations |
Construction & development |
Other |
Reportable segments' totals |
||||
|
Continuing operations |
Discontinued operation |
Continuing operations |
Discontinued operation |
Continuing operations |
Discontinued operation |
Continuing operations |
Discontinued operation |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
31 December 2016 |
|
|
|
|
|
|
|
|
Revenue |
14,291 |
4,480 |
3,444 |
6,038 |
413 |
86 |
18,148 |
10,604 |
Cost of sales |
(10,458) |
(4,254) |
(6,273) |
(3,933) |
(626) |
(33) |
(17,357) |
(8,220) |
Investment Manager remuneration |
- |
- |
- |
- |
(11,406) |
- |
(11,406) |
- |
Directors' remuneration |
- |
- |
- |
- |
(1,509) |
- |
(1,509) |
- |
Depreciation charge |
(2,269) |
(117) |
(15) |
(379) |
- |
- |
(2,284) |
(496) |
Professional fees |
- |
- |
(210) |
(1,920) |
(5,270) |
(118) |
(5,480) |
(2,038) |
Administrative and other expenses |
- |
- |
(234) |
(1,003) |
(1,998) |
(504) |
(2,232) |
(1,507) |
Gain/(loss) on disposal of investments in subsidiaries |
- |
(24,566) |
(563) |
- |
1,197 |
- |
634 |
(24,566) |
Gain on disposal of investments in equity-accounted investees held for sale |
- |
- |
151 |
- |
- |
- |
151 |
- |
Net change in fair value of investment property |
- |
- |
- |
- |
(22,126) |
(42,458) |
(22,126) |
(42,458) |
Ιmpairment loss on trading properties |
- |
- |
(724) |
- |
- |
- |
(724) |
- |
Impairment loss on re-measurement of disposal groups |
(666) |
- |
(1,496) |
- |
(2,035) |
- |
(4,197) |
- |
Ιmpairment loss on equity-accounted investees |
- |
- |
(109,265) |
- |
- |
- |
(109,265) |
- |
Ιmpairment loss on available-for-sale financial assets |
- |
- |
- |
- |
- |
(995) |
|
(995) |
Reversal of (impairment loss) and write offs of property, plant and equipment |
238 |
- |
- |
- |
(146) |
- |
92 |
- |
Concession/write off of land |
- |
- |
- |
- |
(292) |
- |
(292) |
- |
Results from operating activities |
1,136 |
(24,457) |
(115,185) |
(1,197) |
(43,798) |
(44,022) |
(157,847) |
(69,676) |
Finance income |
- |
- |
- |
- |
29 |
13,557 |
29 |
13,557 |
Finance costs |
(3,131) |
- |
(3,007) |
(2,399) |
(8,961) |
(23) |
(15,099) |
(2,422) |
Net finance (costs)/income |
(3,131) |
- |
(3,007) |
(2,399) |
(8,932) |
13,534 |
(15,070) |
11,135 |
Share of losses on equity-accounted investees, net of tax |
- |
- |
(34,389) |
- |
- |
- |
(34,389) |
- |
Loss before taxation |
(1,995) |
(24,457) |
(152,581) |
(3,596) |
(52,730) |
(30,488) |
(207,306) |
(58,541) |
Taxation |
- |
- |
(1,546) |
1,273 |
5,130 |
- |
3,584 |
1,273 |
Loss |
(1,995) |
(24,457) |
(154,127) |
(2,323) |
(47,600) |
(30,488) |
(203,722) |
(57,268) |
Geographical segments
Information in relation to the geographical regions in which the Group operates, is set below:
|
Americas1 (Discontinued) €'000 |
South-East Europe2 |
Other3 €'000 |
Reportable segment totals €'000 |
Adjustments4 €'000 |
Consolidated totals €'000 |
||||
31 December 2017 |
|
|
|
|
|
|
||||
Property, plant and equipment |
- |
87,551 |
- |
87,551 |
- |
87,551 |
||||
Investment property |
- |
138,672 |
- |
138,672 |
- |
138,672 |
||||
Trading properties |
- |
30,572 |
- |
30,572 |
- |
30,572 |
||||
Cash and cash equivalents |
- |
1,063 |
1,381 |
2,444 |
- |
2,444 |
||||
Assets held for sale |
834 |
128,297 |
- |
129,131 |
- |
129,131 |
||||
Intra-group debit balances |
- |
50,670 |
594,368 |
645,038 |
(645,038) |
- |
||||
Other assets |
- |
3,905 |
2,463 |
6,368 |
- |
6,368 |
||||
Total assets |
834 |
440,730 |
598,212 |
1,039,776 |
(645,038) |
394,738 |
||||
Loans and borrowings |
- |
89,715 |
- |
89,715 |
- |
89,715 |
||||
Finance lease liabilities |
- |
2,998 |
- |
2,998 |
- |
2,998 |
||||
Deferred tax liabilities |
- |
19,561 |
- |
19,561 |
- |
19,561 |
||||
Liabilities held for sale |
- |
25,766 |
- |
25,766 |
- |
25,766 |
||||
Intra-group credit balances |
- |
441,500 |
203,538 |
645,038 |
(645,038) |
- |
||||
Other liabilities |
- |
56,029 |
1,841 |
57,870 |
- |
57,870 |
||||
Total liabilities |
- |
635,569 |
205,379 |
840,948 |
(645,038) |
195,910 |
||||
Revenue |
- |
19,499 |
3 |
19,502 |
- |
19,502 |
||||
Cost of sales |
- |
(15,191) |
- |
(15,191) |
- |
(15,191) |
||||
Disposal of investments |
- |
4 |
- |
4 |
- |
4 |
||||
Change in valuations |
- |
(18,838) |
- |
(18,838) |
- |
(18,838) |
||||
Investment Manager remuneration |
- |
(1,350) |
(6,256) |
(7,606) |
- |
(7,606) |
||||
Other operating expenses |
- |
(10,514) |
(3,455) |
(13,969) |
- |
(13,969) |
||||
Net finance cost |
- |
(6,334) |
(3) |
(6,337) |
- |
(6,337) |
||||
Loss before taxation |
- |
(32,724) |
(9,711) |
(42,435) |
- |
(42,435) |
||||
Taxation |
- |
2,893 |
- |
2,893 |
- |
2,893 |
||||
Loss from continuing operations |
- |
(29,831) |
(9,711) |
(39,542) |
- |
(39,542) |
||||
Profit from discontinued operation, net of tax |
12,273 |
- |
- |
12,273 |
- |
12,273 |
||||
Profit/(loss) |
12,273 |
(29,831) |
(9,711) |
(27,269) |
- |
(27,269) |
||||
|
Americas1 (Discontinued) €'000 |
South-East Europe2 |
Other3 €'000 |
Reportable segment totals €'000 |
Adjustments4 €'000 |
Consolidated totals €'000 |
||||
31 December 2016 |
|
|
|
|
|
|
||||
Property, plant and equipment |
- |
87,647 |
- |
87,647 |
- |
87,647 |
||||
Investment property |
- |
176,548 |
- |
176,548 |
- |
176,548 |
||||
Trading properties |
- |
29,763 |
- |
29,763 |
- |
29,763 |
||||
Cash and cash equivalents |
- |
3,415 |
1,283 |
4,698 |
- |
4,698 |
||||
Assets held for sale |
55,909 |
106,829 |
- |
162,738 |
- |
162,738 |
||||
Intra-group debit balances |
15,277 |
51,899 |
589,489 |
656,665 |
(656,665) |
- |
||||
Other assets |
- |
4,378 |
316 |
4,694 |
- |
4,694 |
||||
Total assets |
71,186 |
460,479 |
591,088 |
1,122,753 |
(656,665) |
466,088 |
||||
Loans and borrowings |
- |
92,270 |
- |
92,270 |
- |
92,270 |
||||
Finance lease liabilities |
- |
2,982 |
- |
2,982 |
- |
2,982 |
||||
Deferred tax liabilities |
- |
24,255 |
- |
24,255 |
- |
24,255 |
||||
Liabilities held for sale |
10,800 |
16,397 |
- |
27,197 |
- |
27,197 |
||||
Intra-group credit balances |
170,031 |
425,771 |
60,863 |
656,665 |
(656,665) |
- |
||||
Other liabilities |
- |
64,678 |
2,826 |
67,504 |
- |
67,504 |
||||
Total liabilities |
180,831 |
626,353 |
63,689 |
870,873 |
(656,665) |
214,208 |
||||
Revenue |
- |
18,148 |
- |
18,148 |
- |
18,148 |
||||
Cost of sales |
- |
(17,357) |
- |
(17,357) |
- |
(17,357) |
||||
Disposal of investments |
- |
785 |
- |
785 |
- |
785 |
||||
Change in valuations |
- |
(136,512) |
- |
(136,512) |
- |
(136,512) |
||||
Share of losses on equity-accounted investees, net of tax |
- |
(34,389) |
- |
(34,389) |
- |
(34,389) |
||||
Investment Manager remuneration |
- |
(1,390) |
(10,016) |
(11,406) |
- |
(11,406) |
||||
Other operating expenses |
- |
(6,172) |
(5,333) |
(11,505) |
- |
(11,505) |
||||
Net finance cost |
- |
(11,466) |
(3,604) |
(15,070) |
- |
(15,070) |
||||
Loss before taxation |
- |
(188,353) |
(18,953) |
(207,306) |
- |
(207,306) |
||||
Taxation |
- |
3,584 |
- |
3,584 |
- |
3,584 |
||||
Loss from continuing operations |
- |
(184,769) |
(18,953) |
(203,722) |
- |
(203,722) |
||||
Loss from discontinued operation, net of tax |
(57,268) |
- |
- |
(57,268) |
- |
(57,268) |
||||
Loss |
(57,268) |
(184,769) |
(18,953) |
(260,990) |
- |
(260,990) |
||||
1 Americas comprises the Group's activities in the Dominican Republic and the Republic of Panama. Also, includes the investment in Itacare Capital Investments Ltd ('Itacare') (see note 18).
2 South-East Europe comprises the Group's activities in Cyprus, Greece, Croatia and Turkey.
3 Other comprises the parent company, Dolphin Capital Investors Limited.
4 Adjustments consist of intra-group eliminations.
Country risk developments
The general economic environment prevailing in the south-east Europe area and internationally may affect the Group's operations. Factors such as inflation, unemployment, public health crises, international trade and development of the gross domestic product directly impact the economy of each country and variation in these and the economic environment in general affect the Group's performance to a certain extent.
The global fundamentals of the hospitality sector remained strong during 2016 and 2017, with both international tourism and wealth continuing to grow, even though economic activity in two of the Group's primary markets, Greece and Cyprus, continued to face significant challenges. The business climate is steadily improving in Cyprus assisted by the legislative reforms implemented during the last three years by the Cypriot government.
Greece
While throughout 2016 Greek economic growth was essentially flat, Greece's successful return to the capital markets sent a clear sign that the country is finally recovering following its recent bailout program. Greece returned to the bond markets for the first time since 2014, pricing €3 billion of new five-year bonds at a yield of 4.625%. Gross Domestic Product of Greece grew 1.4% in 2017 compared to 2016. In addition, macroeconomic indicators have been quite encouraging about the country's economic perspectives and following the upgrade in the country's credit rating by S&P in January 2018, Fitch and Moody's also proceeded with corresponding upgrades in February 2018 and made very favourable assessments of the Greek economy's progress.
The tourism sector is expected to have a significant impact on the recovery of the country's economy and on curbing the external trade deficit. Official data released by the Greek Tourism Confederation confirmed that 2016 was an all-time record year for Greek tourism as the number of tourism arrivals in Greece increased 9% compared to 2015. According to the latest data issued by the Bank of Greece, more than 27 million tourists (excluding cruise passengers) arrived in Greece in 2017, recording a rise of c.10%, while travel receipts during the same period totalled €14.6 billion, up 10.5% compared to 2016.
Cyprus
Cyprus successfully concluded its three-year European Stability Mechanism ('ESM') financial assistance programme on 31 March 2016. The ESM disbursed €6.3 billion, in addition to around €1 billion in loans from the IMF, out of a loan package of up to €10 billion. The Cypriot authorities did not need the remaining €2.7 billion. The emerging economic recovery has been reinforced since then, placing the island amongst the highest accelerating economies in Europe with the economy expanding by 3.4% year-on-year in 2017, driven mainly by improved levels of private consumption and a record year for the tourism industry.
The available data for the tourism industry highlighted, once again, that tourism was amongst one of the key catalysts for the country's 2016 economic performance, as revenues reached €2.4 billion at the end of the year surpassing the total tourism revenues recorded throughout 2015 (€2.1 million) by 11.9%. Total arrivals amounted to 3.2 million in 2016 versus 2.7 million in 2015. Tourist arrivals in Cyprus recorded an impressive increase in 2017, according to the Cyprus Tourism Organisation (CTO). For the period of January - December 2017 tourist arrivals totalled 3.7 million, recording an increase of 14.6% and outnumbering the total arrivals ever recorded in Cyprus during a year. The Cyprus Tourism Organisation is expecting another strong year for the industry in 2018.
During 2017, real estate sales contracts increased by 24% compared to prior year. The acceleration was due to established incentives such as the scheme for naturalisation of investors in Cyprus by exception, which has attracted mainly non-EU buyers, as well as transactions recorded by local banks in the context of implementing Debt-for-Asset swaps for the restructuring of their Non-Performing Exposures. Recognising the growing interest, Cyprus has focused on modernising legislation, introducing tax incentives and speeding up licensing procedures.
10. DISCONTINUED OPERATION
In 2016, the Group sold Playa Grande (owner of 'Amanera, Dominican Republic') and also committed to a plan to sell Pearl (owner of 'Pearl Island, Republic of Panama'). Playa Grande and Pearl constituted the operations of the Group in the Americas geographical area, which, as at 31 December 2016, was presented as a discontinued operation. Pearl was also classified as a disposal group held for sale as at 31 December 2016. During 2017, Pearl was disposed of.
Results of discontinued operation
|
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
Note |
€'000 |
€'000 |
Revenue |
6 |
- |
10,604 |
Expenses |
|
|
|
Cost of sales |
7 |
(368) |
(8,220) |
Change in valuations |
8B |
- |
(43,453) |
Depreciation charge |
16 |
- |
(496) |
Professional fees |
11 |
(107) |
(2,038) |
Administrative and other expenses |
12 |
(1,022) |
(1,507) |
Net finance income |
13 |
13,471 |
11,135 |
Results from operating activities |
|
11,974 |
(33,975) |
Taxation |
14 |
- |
1,273 |
Results from operating activities, net of tax |
|
11,974 |
(32,702) |
Profit/(loss) on disposal of discontinued operation |
8A |
299 |
(24,566) |
Profit/(loss) from discontinued operation, net of tax |
|
12,273 |
(57,268) |
Cash flows used in discontinued operation
|
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
|
€'000 |
€'000 |
Net cash used in operating activities |
|
(26,476) |
(57,452) |
Net cash from investing activities |
|
26,293 |
60,394 |
Net cash used in financing activities |
|
- |
(4,945) |
Net cash flows for the year |
|
(183) |
(2,003) |
11. PROFESSIONAL FEES
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Legal fees |
868 |
19 |
887 |
940 |
73 |
1,013 |
Auditors' remuneration (see below) |
618 |
28 |
669 |
683 |
30 |
713 |
Accounting expenses |
333 |
- |
310 |
294 |
6 |
300 |
Appraisers' fees |
71 |
- |
71 |
92 |
- |
92 |
Project design and development fees |
1,751 |
21 |
1,772 |
1,863 |
1,008 |
2,871 |
Consultancy fees |
216 |
- |
216 |
741 |
86 |
827 |
Administrator fees |
29 |
27 |
56 |
117 |
26 |
143 |
Other professional fees |
605 |
12 |
617 |
750 |
809 |
1,559 |
Total |
4,491 |
107 |
4,598 |
5,480 |
2,038 |
7,518 |
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Auditors' remuneration comprises the following fees: |
|
|
|
|
|
|
Audit and other audit related services |
583 |
28 |
611 |
650 |
30 |
680 |
Tax and advisory |
35 |
- |
58 |
33 |
- |
33 |
Total |
618 |
28 |
669 |
683 |
30 |
713 |
12. ADMINISTRATIVE AND OTHER EXPENSES
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Travelling and accommodation |
247 |
- |
247 |
432 |
85 |
517 |
Insurance |
133 |
- |
133 |
122 |
32 |
154 |
Repairs and maintenance |
278 |
5 |
283 |
83 |
56 |
139 |
Marketing and advertising expenses |
269 |
13 |
282 |
281 |
164 |
445 |
Immovable property and other taxes |
448 |
- |
448 |
467 |
- |
467 |
Rents |
250 |
23 |
273 |
189 |
156 |
345 |
Site housing expenses |
- |
32 |
32 |
- |
601 |
601 |
Litigation liability provision |
4,000 |
- |
4,000 |
- |
- |
- |
Other |
844 |
949 |
1,793 |
658 |
413 |
1,071 |
Total |
6,469 |
1,022 |
7,491 |
2,232 |
1,507 |
3,739 |
13. NET Finance costS
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Recognised in profit or loss |
|
|
|
|
|
|
Interest income (see note 27) |
4,069 |
- |
4,069 |
29 |
1 |
30 |
Exchange difference |
- |
13,471 |
13,471 |
- |
13,556 |
13,556 |
Finance income |
4,069 |
13,471 |
17,540 |
29 |
13,557 |
13,586 |
Interest expense |
(7,865) |
- |
(7,865) |
(12,928) |
(2,386) |
(15,314) |
Bank charges |
(684) |
- |
(684) |
(571) |
(36) |
(607) |
Exchange difference |
(1,857) |
- |
(1,857) |
(1,600) |
- |
(1,600) |
Finance costs |
(10,406) |
- |
(10,406) |
(15,099) |
(2,422) |
(17,521) |
Net finance (costs)/income recognised in profit or loss |
(6,337) |
13,471 |
7,134 |
(15,070) |
11,135 |
(3,935) |
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
Recognised in other comprehensive income |
|
|
Foreign currency translation differences |
(11,561) |
(7,458) |
Finance costs recognised in other comprehensive income |
(11,561) |
(7,458) |
14. Taxation
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
RECOGNISED IN PROFIT OR LOSS |
|
|
TAXATION ON CONTINUING OPERATIONS |
|
|
Income tax |
(48) |
(26) |
Net deferred tax |
(2,845) |
(3,558) |
Taxation recognised in profit or loss - continuing operations |
(2,893) |
(3,584) |
TAXATION ON DISCONTINUED OPERATION |
|
|
Income tax |
- |
- |
Net deferred tax |
- |
(1,273) |
Taxation recognised in profit or loss - discontinued operation |
- |
(1,273) |
Total |
(2,893) |
(4,857) |
RECOGNISED IN OTHER COMPREHENSIVE INCOME |
|
|
Revaluation of property, plant and equipment (see note 24) |
1,309 |
1,682 |
Taxation recognised in other comprehensive income |
1,309 |
1,682 |
Reconciliation of taxation based on taxable loss and taxation based on accounting loss:
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
Loss before taxation |
(42,435) |
(207,306) |
Taxation using domestic tax rates |
(10,384) |
(13,470) |
Effect of valuation loss on properties |
(2,845) |
(3,558) |
Non-deductible expenses |
9,958 |
8,793 |
Tax-exempt income |
(3) |
(591) |
Current year losses for which no deferred tax is recognised |
1,018 |
5,334 |
Effect of tax losses utilised |
(457) |
(6) |
Effect of losses surrendered to group companies |
(133) |
(19) |
Other |
(47) |
(67) |
Total |
(2,893) |
(3,584) |
As a company incorporated under the BVI International Business Companies Act (Cap. 291), the Company is exempt from taxes on profits, income or dividends. Each company incorporated in BVI is required to pay an annual government fee, which is determined by reference to the amount of the company's authorised share capital.
The profits of the Cypriot companies of the Group are subject to a corporation tax rate of 12.50% on their total taxable profits. Tax losses of Cypriot companies are carried forward to reduce future profits for a period of five years. In addition, the Cypriot companies of the Group are subject to a 3% special contribution on rental income. Under certain conditions, interest income may be subject to a special contribution at the rate of 30%. In such cases, this interest is exempt from corporation tax.
In Greece, the corporation tax rate applicable to profits is 29%. Tax losses of Greek companies are carried forward to reduce future profits for a period of five years. In Turkey, the corporation tax rate is 20%. Tax losses of Turkish companies are carried forward to reduce future profits for a period of five years. In Croatia, the corporation tax rate is 18% (2016: 20%). Tax losses of Croatian companies are carried forward to reduce future profits for a period of five years.
The Group's subsidiary in the Dominican Republic, which was disposed of during the year 2016, had been granted a 100% exemption on local and municipal taxes by the Dominican Republic's Confotur (Tourism Promotion Council), for a period of 15 years, effective from the finalisation of the construction of the project. In the Republic of Panama, the corporation tax rate is 25% and the capital gains tax rate is 10%. The Panamanian tax legislation further contemplates a method of taxation which involves a 3% advance on the tax, which is not calculated on the actual gain, but on the total value of the transfer or on the registered value of the property (whichever may be higher). In some instances, this 3% may be considered by the taxpayer as the final tax payable. Tax losses of companies in the Republic of Panama are carried forward to reduce future profits for a period of five years. During 2017, the Group's subsidiaries in Panama were disposed of.
15. (LOSS)/EARNINGS per share
Basic (loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to owners of the Company by the weighted average number of common shares outstanding during the year.
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
'000 |
'000 |
'000 |
'000 |
'000 |
'000 |
(Loss)/profit attributable to owners of the Company (€) |
(39,297) |
7,311 |
(31,986) |
(203,363) |
(40,399) |
(243,762) |
Number of weighted average common shares outstanding |
904,627 |
904,627 |
904,627 |
904,627 |
904,627 |
904,627 |
Basic (loss)/earnings per share (€) |
(0.04) |
0.01 |
(0.03) |
(0.22) |
(0.05) |
(0.27) |
(Loss)/profit attributable to owners of the Company
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
||||
|
Continuing operations |
Discontinued operation |
Total |
Continuing operations |
Discontinued operation |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
(Loss)/profit attributable to owners of the Company |
(39,297) |
7,311 |
(31,986) |
(203,363) |
(40,399) |
(243,762) |
(Loss)/profit attributable to non-controlling interests |
(245) |
4,962 |
4,717 |
(359) |
(16,869) |
(17,228) |
Total |
(39,542) |
12,273 |
(27,269) |
(203,722) |
(57,268) |
(260,990) |
Weighted average number of common shares outstanding
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
'000 |
'000 |
Outstanding common shares at the beginning and end of the year |
904,627 |
904,627 |
Diluted (loss)/earnings per share
Diluted (loss)/earnings per share is calculated by adjusting the (loss)/profit attributable to owners and the number of common shares outstanding to assume conversion of all dilutive potential shares. As of 31 December 2017 and 31 December 2016, the diluted (loss)/earnings per share is the same as the basic (loss)/earnings per share, due to the fact that no dilutive potential ordinary shares were outstanding during these years.
The average market value of the Company's shares for the purpose of calculating the dilutive effect of warrants and Convertible Bonds was based on quoted market prices. The Convertible Bonds were repaid on the scheduled maturity date in March 2016 and all warrants expired on 3 January 2017.
16. Property, plant and equipment
|
Under construction €'000 |
Land & buildings €'000 |
Machinery & equipment €'000 |
Other €'000 |
Total €'000 |
2017 |
|
|
|
|
|
Cost or revalued amount |
|
|
|
|
|
At beginning of year |
- |
99,561 |
4,594 |
815 |
104,970 |
Direct acquisitions |
- |
60 |
55 |
69 |
184 |
Direct disposals |
- |
- |
(41) |
(9) |
(50) |
Revaluation adjustment |
- |
4,515 |
- |
- |
4,515 |
At end of year |
- |
104,136 |
4,608 |
875 |
109,619 |
Depreciation and impairment losses |
|
|
|
|
|
At beginning of year |
- |
14,381 |
2,456 |
486 |
17,323 |
Direct disposals |
- |
- |
(14) |
(5) |
(19) |
Depreciation charge for the year |
- |
1,771 |
405 |
132 |
2,308 |
Impairment loss |
- |
2,466 |
- |
- |
2,466 |
Reversal of impairment loss |
- |
(10) |
- |
- |
(10) |
At end of year |
- |
18,608 |
2,847 |
613 |
22,068 |
Carrying amounts |
- |
85,528 |
1,761 |
262 |
87,551 |
2016 |
|
|
|
|
|
Cost or revalued amount |
|
|
|
|
|
At beginning of year |
12,227 |
176,426 |
28,421 |
2,088 |
219,162 |
Direct acquisitions |
1,041 |
153 |
1,794 |
81 |
3,069 |
Direct disposals |
- |
(576) |
(146) |
(780) |
(1,502) |
Disposals through disposal of subsidiary companies (see note 31) |
- |
(69,101) |
(23,742) |
(478) |
(93,321) |
Reclassification to assets held for sale |
(2,294) |
(20,291) |
(5,076) |
(103) |
(27,764) |
Transfers to trading property (see note 19) |
- |
(2,266) |
(252) |
- |
(2,518) |
Transfer (to)/from other assets |
(11,311) |
8,078 |
3,233 |
- |
- |
Revaluation adjustment |
- |
5,796 |
- |
- |
5,796 |
Exchange difference |
337 |
1,342 |
362 |
7 |
2,048 |
At end of year |
- |
99,561 |
4,594 |
815 |
104,970 |
Depreciation and impairment losses |
|
|
|
|
|
At beginning of year |
- |
26,126 |
4,620 |
1,401 |
32,147 |
Direct disposals |
- |
- |
(121) |
(728) |
(849) |
Disposals through disposal of subsidiary companies (see note 31) |
- |
(12,363) |
(2,377) |
(281) |
(15,021) |
Reclassification to assets held for sale |
- |
(1,420) |
(275) |
(55) |
(1,750) |
Transfer to trading property (see note 19) |
- |
- |
(103) |
- |
(103) |
Depreciation charge for the year-continuing operations |
- |
1,614 |
532 |
138 |
2,284 |
Depreciation charge for the year-discontinued operation |
- |
358 |
132 |
6 |
496 |
Impairment loss |
- |
780 |
- |
- |
780 |
Reversal of impairment loss |
- |
(872) |
- |
- |
(872) |
Exchange difference |
- |
158 |
48 |
5 |
211 |
At end of year |
- |
14,381 |
2,456 |
486 |
17,323 |
Carrying amounts |
- |
85,180 |
2,138 |
329 |
87,647 |
The carrying amount at year end of land and buildings, if the cost model was used, would have been €75 million (2016: €79 million).
As at 31 December 2017 and 31 December 2016, part of the Group's immovable property is held as security for bank loans (see note 23).
Fair value hierarchy
The fair value of land and buildings, amounting to €85,528 thousand (2016: €85,180 thousand), has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.
The following table shows a reconciliation from opening to closing balances of Level 3 fair value.
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
At beginning of year |
85,180 |
150,300 |
Acquisitions |
60 |
153 |
Disposals |
- |
(57,314) |
Transfers from other assets |
- |
5,812 |
Reclassification to assets held for sale |
- |
(18,871) |
|
|
|
Losses recognised in profit or loss |
|
|
(Impairment loss)/reversal of and write offs in 'Change in valuations' |
(2,456) |
92 |
Depreciation in 'Depreciation charge' |
(1,771) |
(1,614) |
Depreciation in 'Loss from discontinued operation, net of tax' |
- |
(358) |
|
|
|
Losses recognised in comprehensive income |
|
|
Revaluation adjustment in 'Revaluation on property, plant and equipment' |
4,515 |
5,796 |
Unrealised exchange difference in 'Foreign currency translation differences' |
- |
1,184 |
At end of year |
85,528 |
85,180 |
Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in measuring land and buildings, as well as the significant unobservable inputs used.
Property location |
Valuation technique (see note 3) |
Significant unobservable inputs |
Inter-relationship between key unobservable inputs and fair value measurement |
|
Property in Greece - Resorts
|
Income approach
|
Room occupancy rate (annual): |
2017: 36% to 62% |
The estimated fair value would increase/(decrease) if: |
|
(weighted average: 45%-59%) |
|
||
|
(2016: 21% to 62%) |
Room occupancy rate was higher/(lower); |
||
|
(weighted average: 26%-60%) |
Average daily rate per occupied room was higher/(lower); |
||
Average daily rate per occupied room: |
2017: €399 to €1,611 |
Gross operating margin was higher/(lower); |
||
|
(weighted average: €593-€1,506) |
Terminal capitalisation rate was lower/(higher); |
||
|
(2016: €399 to €1,742) |
Risk-adjusted discount rate was lower/(higher). |
||
|
(weighted average: €593-€1,471) |
|
||
Gross operating margin rate: |
2017: 9% to 52% |
|
||
|
(weighted average: 38%-51%) |
|
||
|
(2016: 9% to 45%) |
|
||
|
(weighted average: 36%-38%) |
|
||
Terminal capitalisation rate: |
2017: 8% (2016: 8%) |
|
||
Risk-adjusted discount rate: |
2017: 11% to 13% |
|
||
|
(2016: 11% to 12%) |
|
||
Property in Greece - Hotel complexes |
Combined approach (Market and Cost) |
Market approach (for land components) |
|
The estimated fair value would increase/(decrease) if: |
Premiums/(discounts) on the following: |
|
Premiums were higher/(lower); |
||
Location: |
2017: -10% to 0% |
Discounts were lower/(higher); |
||
|
(2016: -10% to 0%) |
Weights on comparables with premiums were higher/(lower); |
||
Asking vs transaction: |
2017: -30% to -20% |
Weights on comparables with discounts were lower/(higher); |
||
|
(2016: -30% to -10%) |
Replacement cost (new) per m2 was higher/(lower); |
||
Frontage sea view: |
2017: 0% to +20% |
Entrepreneurial profit rate was higher/(lower); |
||
|
(2016: 0% to +20%) |
Depreciation rate was lower/(higher). |
||
Maturity/development potential: |
2017: 0% to +10% |
|
||
|
(2016: 0% to +10%) |
|
||
Weight allocation: |
2017: +5% to +20% |
|
||
|
(2016: +10% to +15%) |
|
||
Cost approach (for building components) |
|
|
||
Replacement cost (new) per m2: |
2017: €500 - €1,100 |
|
||
|
(2016: €500 - €1,100) |
|
||
Entepreneurial profit rate: |
2017: 20% (2016: 20%) |
|
||
Depreciation rate: |
2017: 33% (2016: 32%) |
|
||
Useful life (years): |
2017: 60 (2016: 60) |
|
||
|
Combined approach (Market and |
Market approach |
|
The estimated fair value would increase/(decrease) if: |
|
Premiums/(discounts) on the following: |
|
Premiums were higher/(lower); |
|
|
Location: |
2017: 20% to 0% |
Discounts were lower/(higher); |
|
|
Income) |
|
(2016: 0%) |
Weights on comparables with premiums were higher/(lower); |
|
|
Site size: |
2017: -20% to -10% |
Weights on comparables with discounts were lower/(higher); |
|
|
|
(2016: -20% to +10%) |
Room occupancy rate was higher/(lower); |
|
|
Asking vs transaction: |
2017: -30% to -20% |
Average daily rate per occupied room was higher/(lower); |
|
|
|
(2016: -20% to 0%) |
Gross operating margin was higher/(lower); |
|
|
Frontage sea view: |
2017: 0% to +30% |
Terminal capitalisation rate was lower/(higher); |
|
|
|
(2016: 0% to +10%) |
Risk-adjusted discount rate was lower/(higher). |
|
|
Maturity/development potential: |
2017: -50% to -20% |
|
|
|
|
(2016: -50% to 0%) |
|
|
|
Premium due to being part of strategic investment: |
2017: 15% (2016: 15%) |
|
|
|
Weight allocation: |
2017: +10% to +30% |
|
|
|
|
(2016: +10% to +40%) |
|
|
|
Cost approach |
|
|
|
|
Room occupancy rate (annual): |
2017: 33% to 37% |
|
|
|
|
(weighted average: 36%) |
|
|
|
|
(2016: 18% to 33%) |
|
|
|
|
(weighted average: 30%) |
|
|
|
Average daily rate per occupied room: |
2017: €1,517 to €1,839 |
|
|
|
|
(weighted average: €1,707) |
|
|
|
|
(2016: €1,305 to €1,700) |
|
|
|
|
(weighted average: €1,538) |
|
|
|
Gross operating margin rate: |
2017: 32% to 42% |
|
|
|
|
(weighted average: 41%) |
|
|
|
|
(2016: 9% to 37%) |
|
|
|
|
(weighted average: 33%) |
|
|
|
Terminal capitalisation rate: |
2017: 8% (2016: 8%) |
|
|
|
Risk-adjusted discount rate: |
2017: 11% (2016: 11%) |
|
17. Investment property
|
Note |
31 December 2017 |
31 December 2016 |
|
|
€'000 |
€'000 |
At beginning of year |
|
176,548 |
340,853 |
Direct acquisitions |
|
203 |
11 |
Disposals through disposal of subsidiary companies |
31 |
- |
(74,644) |
Transfers to trading properties |
19 |
(217) |
(273) |
Reclassification to assets held for sale |
|
(25,376) |
(28,135) |
Exchange difference |
|
- |
3,320 |
Fair value adjustment - continuing operations |
8B |
(12,486) |
(22,126) |
Fair value adjustment - discontinued operation |
8B |
- |
(42,458) |
At end of year |
|
138,672 |
176,548 |
As at 31 December 2017 and 31 December 2016, part of the Group's immovable property is held as security for bank loans (see note 23).
Changes in fair values are recognised as gains/(losses) in profit or loss and included in 'Change in valuations' or 'Loss from discontinued operation, net of tax' if they relate to the discontinued operation. All such gains/(losses) are unrealised. Concession/write off of land is included in 'Changes in valuations'. Exchange differences are unrealised, recognised in comprehensive income and included in 'Foreign currency translation differences'.
Fair value hierarchy
The fair value of investment property, amounting to €138,672 thousand (2016: €176,548 thousand), has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.
Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in measuring the fair value of investment property, as well as the significant unobservable inputs used.
Property location |
Valuation technique (see note 3) |
Significant unobservable inputs |
Inter-relationship between key unobservable inputs and fair value measurement |
|
Property in Greece
|
Combined approach (Market and Income)
|
Market approach - 60% weight |
|
The estimated fair value would increase/(decrease) if: |
Premiums/(discounts) on the following: |
|
Premiums were higher/(lower); |
||
Location: |
2017: -10% to +10% |
Discounts were lower/(higher); |
||
|
(2016: -10% to +10%) |
Weights on comparables with premiums were higher/(lower); |
||
Site size: |
2017: -20% to 0% |
Weights on comparables with discounts were lower/(higher); |
||
|
(2016: -20% to 0%) |
Quantity of villas was higher/(lower); |
||
Asking vs transaction: |
2017: -30% to -10% |
Selling price per m2 was higher/(lower); |
||
|
(2016: -30% to -10%) |
Expected annual growth in selling price was higher/(lower); |
||
Frontage sea view: |
2017: 0% to +20% |
Cash flow velocity was shorter/(longer); |
||
|
(2016: 0% to +30%) |
Risk-adjusted discount rate was lower/(higher). |
||
Maturity/development potential: |
2017: -20% to +40% |
|
||
|
(2016: -20% to +30%) |
|
||
Weight allocation: |
2017: +10% to +20% |
|
||
|
(2016: +10% to +20%) |
|
||
Income approach - 40% weight |
|
|
||
Quantity of villas: |
2017: 447 (2016: 447) |
|
||
Selling price per m2: |
2017: €2,900 |
|
||
|
(2016: €2,900) |
|
||
Expected annual growth in selling price: |
2017: 0% to 3% |
|
||
|
(2016: 0% to 3%) |
|
||
Cash flow velocity (years): |
2017: 13 (2016: 13) |
|
||
Risk-adjusted discount rate: |
2017: 16% (2016:15%) |
|
||
Discount on combined approach value: |
|
|
||
Legal status |
2017: -10% (2016: -10%) |
|
||
|
Market approach
|
Premiums/(discounts) on the following: |
|
The estimated fair value would increase/(decrease) if: |
Location: |
2017: -40% to +30% |
Premiums were higher/(lower); |
||
|
(2016: -40% to +40%) |
Discounts were lower/(higher); |
||
Site size: |
2017: -50% to +10% |
Weights on comparables with premiums were higher/(lower); |
||
|
(2016: -50% to +10%) |
Weights on comparables with discounts were lower/(higher). |
||
Asking vs transaction: |
2017: -30% to -0% |
|
||
|
(2016: -30% to -5%) |
|
||
Frontage sea view: |
2017: -10% to +30% |
|
||
|
(2016: -10% to +30%) |
|
||
Maturity/development potential: |
2017: -45% to +50% |
|
||
|
(2016: -45% to +40%) |
|
||
Zoning uniqueness: |
2017: -30% to 0% |
|
||
|
(2016: -30% to 0%) |
|
||
Other: |
2017: -10% to 0% (2016: -10% to 0%) |
|
||
Strategic investment approval: |
2017: 0% to +25% |
|
||
|
(2016: 0% to +25%) |
|
||
Weight allocation: |
2017: +5% to +40% |
|
||
|
|
|
(2016: +5% to +40%) |
|
Property in Cyprus |
Market approach |
Premiums/(discounts) on the following: |
|
The estimated fair value would increase/(decrease) if: |
Location: |
2017: -0% to +20% |
Premiums were higher/(lower); |
||
|
|
|
(2016: -10% to +20%) |
Discounts were lower/(higher); |
|
|
Site size: |
2017: -30% to -10% |
Weights on comparables with premiums were higher/(lower); |
|
(2016: -30% to -10%) |
Weights on comparables with discounts were lower/(higher). |
||
Asking vs transaction: |
2017: -35% to 0% |
|
||
|
(2016: -30% to 0%) |
|
||
Frontage sea view: |
2017: 0% to +30% |
|
||
|
(2016: 0% to +30%) |
|
||
Maturity/development potential: |
2017: -30% (2016: -30%) |
|
||
Weight allocation: |
2017: +5% to +25% |
|
||
|
|
|
(2016: +10% to +20%) |
|
Property location |
Valuation technique (see note 3) |
Significant unobservable inputs |
Inter-relationship between key unobservable inputs and fair value measurement |
||
Property in Greece - Resorts |
Income approach |
Room occupancy rate (annual): |
2016: 29% to 42% |
The estimated fair value would increase/(decrease) if: |
|
|
(weighted average: 38%) |
Occupancy rate was higher/(lower); |
|||
Average daily rate per occupied room: |
2016: €823 to €1,708 |
Average daily rate per occupied room was higher/(lower); |
|||
|
|
|
(weighted average €1,455) |
Gross operating margin was higher/(lower); |
|
|
|
Gross operating margin rate: |
2016: 12% to 35% |
Terminal capitalisation rate was (lower)/higher; |
|
|
|
|
(weighted average 28%) |
Quantity of villas was higher/(lower); |
|
|
|
Terminal capitalisation rate: |
2016: 10% |
Selling price per m2 was higher/(lower); |
|
|
|
Quantity of villas: |
2016: 35 |
Expected annual growth in selling price was higher/(lower); |
|
|
|
Selling price per m2: |
2016: €5,500 to €6,000 |
Cash flow velocity was shorter/(longer); |
|
|
|
Expected annual growth in selling price: |
2016: 0% to 5% |
Risk-adjusted discount rate was lower/(higher). |
|
|
|
Cash flow velocity (years): |
2016: 8 |
|
|
|
|
Risk-adjusted discount rate: |
2016: 12% |
|
|
|
|
|
|
|
|
18. DISPOSAL GROUPS HELD FOR SALE
In 2017, the Company committed to the sale of two additional properties and their associated liabilities, through the sale of their holding companies. Accordingly, the assets and liabilities of each of these holding companies are presented as separate disposal groups held for sale. The disposal groups are: Kea (owner of 'Kea Resort') and Triopetra (owner of 'Triopetra Bay') in Greece. Efforts to sell the disposal groups have commenced and their sale has either been completed or is expected to be completed within 2018.
The Company also remains committed to its plan to sell five disposal groups which are presented as held for sale in 2016. These disposal groups are: Iktinos (owner of 'Sitia Bay Golf Resort', sold in April 2018) and Porto Heli (owner of 'Nikki Beach') in Greece, Azurna (owner of 'Livka Bay') in Croatia, Kalkan (owner of 'La Vanta') in Turkey and DCI Holdings Two Limited ('DCI H2') (owner of Aristo Developers Limited ('Aristo') in Cyprus.
All of the above disposal groups are included in the geographical segment of 'South-East Europe' and in the operating segments of 'Hotel & Leisure operations' (Porto Heli), 'Construction & Development' (Kalkan and DCI H2) and 'Other' (Kea, Triopetra, Iktinos and Azurna).
As at 31 December 2016, Pearl was also presented as held for sale with its disposal being completed during the year ended 31 December 2017. Pearl was part of the discontinued geographical operation of Americas and was also included in the operating segments of 'Construction & Development' and 'Other'.
Impairment losses relating to the disposal group
Impairment losses of €3,409 thousand (2016: €4,197 thousand) for write-downs of the disposal groups to the lower of their carrying amount and their fair value less costs to sell have been recognised and included in other expenses (see note 8B).
Assets and liabilities of disposal groups held for sale
As at 31 December 2017, the disposal groups comprised the following assets and liabilities:
|
Iktinos disposal group |
Azurna disposal group |
Kalkan disposal group |
Kea disposal group |
Triopetra group |
Porto Heli group |
DCI H2 disposal group |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Property, plant and equipment |
6,699 |
- |
9 |
- |
- |
- |
- |
6,708 |
Investment property |
14,544 |
30,960 |
- |
20,940 |
4,436 |
- |
- |
70,880 |
Equity-accounted investees |
- |
- |
- |
- |
- |
926 |
42,694 |
43,620 |
Trading properties |
- |
- |
5,615 |
- |
- |
- |
- |
5,615 |
Trade and other receivables |
139 |
6 |
980 |
62 |
36 |
- |
- |
1,223 |
Cash and cash equivalents |
4 |
181 |
29 |
36 |
1 |
- |
- |
251 |
|
21,386 |
31,147 |
6,633 |
21,038 |
4,473 |
926 |
42,694 |
128,297 |
Available-for-sale financial assets |
- |
- |
- |
- |
- |
- |
- |
834 |
Assets held for sale |
|
|
|
|
|
|
|
129,131 |
Loans and borrowings |
- |
8,165 |
- |
- |
- |
- |
- |
8,165 |
Deferred tax liabilities |
3,062 |
3,240 |
- |
2,796 |
360 |
- |
- |
9,458 |
Trade and other payables |
311 |
965 |
79 |
6,775 |
13 |
- |
- |
8,143 |
Liabilities held for sale |
3,373 |
12,370 |
79 |
9,571 |
373 |
- |
- |
25,766 |
Available-for-sale financial assets
On 15 July 2013, the Company acquired 9.6 million shares, equivalent to 10% of Itacare's share capital, for the amount of €1.9 million. Itacare is a real estate investment company that was listed on AIM until 16 May 2014, when the admission of its ordinary shares to trading on AIM was cancelled following a decision of its shareholders at the Extraordinary General Meeting that took place on 6 May 2014. Itacare's shareholders have decided to dispose of all assets and after a series of asset sales/swaps Itacare now owns two development sites with the Company's shareholding being 13%. The Company is currently in advanced discussions for the sale of its shareholding in Itacare, for a US$1 million payment in cash, with the transaction expected to close by the end of 2018.
DCI H2 disposal group
During 2016, the Company's investment in DCI H2, owner of Aristo, decreased significantly, as a result of a share of loss and an impairment loss amounting to €34,389 thousand and €109,265 thousand, respectively. The share of losses comprised the result of the loan restructuring arrangement between Aristo and Bank of Cyprus, whereby a loss from the redemption of such bank loans emerged through their settlement with property swapped. The impairment loss has been recognised to bring the DCI H2 investment to its recoverable amount of €45 million, which represented the originally agreed proceeds to the Company from the disposal of its investment, as further described below.
On 29 September 2016, the Company reached an agreement to dispose of its 49.75% shareholding in DCI H2 to an entity controlled by Theodoros Aristodemou ('TA'), DCI H2' s current controlling shareholder. The disposal would have been effected by way of a sale to TA of 49.75% of the shares in DCI H2 held by DCI Holdings One Ltd, a wholly-owned subsidiary of the Company, for a total cash consideration of €45 million, payable in quarterly instalments over three years and bearing annual interest of 4% in the first year, increasing to 5% and 6%, respectively, for each of the subsequent years. On 6 September 2016, the Company received €1.1 million in exchange for 105 DCI H2 shares, resulting in a gain on disposal of €151 thousand and to a reduction in the Company's holding in DCI H2 to 48.7%.
On 13 February 2017, the Company signed a supplementary agreement amending the date of execution of the agreement to the earlier of a) 30 April 2017 and b) the 'Stay Period', the date falling 5 Business days after the issuance of the Court verdict for the current trial between the Attorney General and the Bank of Cyprus Public Company Ltd (in which TA was a defendant). Completion was to take place upon the expiration of the Stay Period, subject to the full receipt by the Company of any outstanding amount from the consideration. Upon execution of this agreement an amount of €700 thousand was paid to the Company (received on 14 February 2017) in exchange for 77 shares in DCI H2, resulting in a gain on disposal of €4 thousand and to a reduction in the Company's holding in DCI H2 to 47.9%. In the event that by 30 April 2017 a court verdict had not been issued, then the Stay Period would have been extended until 30 June of 2017, provided that TA made by the 30 April 2017 a payment of €300 thousand in exchange for 33 DCIH2 shares.
On 3 May 2017, the Company decided to terminate the agreement with TA to dispose its Aristo shares, as a result of TA's failure to settle deferred payments by 30 April 2017. The Company will retain the remaining holding of its Aristo shares, which corresponds to 47.9%. The Board remains committed to dispose of its holding in Aristo and realise value.
As at 31 December 2017 and as at 31 December 2016, the Company's holding of 47.9% and 48.7%, respectively has been classified as an asset held for sale.
As at 31 December 2016, the disposal groups comprised the following assets and liabilities:
|
Iktinos disposal group |
Azurna disposal group |
Kalkan disposal group |
Porto Heli group |
DCI H2 disposal group |
Pearl disposal group |
Total |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
Property, plant and equipment |
6,699 |
- |
23 |
- |
- |
26,014 |
32,736 |
Investment property |
14,541 |
32,937 |
- |
- |
- |
28,135 |
75,613 |
Equity-accounted investees |
- |
- |
- |
1,086 |
43,391 |
- |
44,477 |
Trading properties |
- |
- |
6,850 |
- |
- |
- |
6,850 |
Trade and other receivables |
- |
7 |
1,269 |
- |
- |
627 |
1,903 |
Cash and cash equivalents |
11 |
8 |
7 |
- |
- |
183 |
209 |
|
21,251 |
32,952 |
8,149 |
1,086 |
43,391 |
54,959 |
161,788 |
Available-for-sale financial assets |
- |
- |
- |
- |
- |
- |
950 |
Assets held for sale |
|
|
|
|
|
|
162,738 |
Loans and borrowings |
- |
8,165 |
94 |
- |
- |
- |
8,259 |
Deferred tax liabilities |
3,062 |
3,633 |
- |
- |
- |
1,239 |
7,934 |
Trade and other payables |
274 |
959 |
210 |
- |
- |
9,561 |
11,004 |
Liabilities held for sale |
3,336 |
12,757 |
304 |
- |
- |
10,800 |
27,197 |
Cumulative income or expenses included in other comprehensive income
An amount of €10,977 thousand (2016: €5,720 thousand) relating to the disposal groups, is included in other comprehensive income.
Measurement of fair values
i. Fair value hierarchy
The fair value measurement for the disposal groups before costs to sell has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.
ii. Valuation techniques and significant unobservable inputs
The fair value of each disposal group is significantly based on the valuation of the immovable property in each group. The following table shows the valuation techniques and significant unobservable inputs used in measuring the fair values of Azurna, Kalkan, Porto Heli and Kea properties. The fair values of Iktinos, Triopetra and DCI H2 properties, as at 31 December 2017, are based on selling agreements signed for their disposal.
Property |
Valuation technique (see note 3) |
Significant unobservable inputs |
|
Iktinos, Greece
|
Combined approach (Market and Income)
|
Market approach (50% weight) |
|
Premiums/(discounts) on the following: |
|
||
Location: |
2016: -30% to +30% |
||
Site size: |
2016: -20% to 0% |
||
Asking vs transaction: |
2016: -30% to -20% |
||
Frontage sea view: |
2016: -20% to +15% |
||
Maturity/development potential: |
2016: +20% to +90% |
||
Weight allocation: |
2016: +15% to +30% |
||
Income approach (50% weight) |
|
||
Quantity of villas: |
2016:102 |
||
Selling price per m2: |
2016: €2,400 |
||
Expected annual growth in selling price: |
2016: 0% to 3% |
||
Cash flow velocity (years): |
2016: 7 |
||
Risk-adjusted discount rate: |
2016: 13% |
||
|
Income approach
|
Room occupancy rate (annual): |
2016: 32% to 46% (weighted average: 43%) |
|
Average daily rate per occupied room: |
2016: €372 to €496 (weighted average: €452) |
|
|
Gross operating margin rate: |
2016: 5% to 40% (weighted average: 34%) |
|
|
|
Terminal capitalisation rate: |
2016: 9% |
|
|
Risk-adjusted discount rate: |
2016: 13% |
|
Market approach
|
Premiums/(discounts) on the following: |
|
|
Location: |
2016: -30% to +30% |
|
|
Site size: |
2016: -20% to 0% |
|
|
|
Asking vs transaction: |
2016: -30% to -10% |
|
|
Frontage sea view: |
2016: -20% to +20% |
|
|
Maturity/development potential: |
2016: -20% to +50% |
|
|
Weight allocation: |
2016: +5% to +30% |
Property |
Valuation technique (see note 3) |
Significant unobservable inputs |
|
Azurna, Croatia
|
Market approach
|
Premiums/(discounts) on the following: |
|
Location: |
2017: -5% to +5% (2016: 0% to +5%) |
||
Site size: |
2017: -20% to -10% (2016: -20% to -3%) |
||
Asking vs transaction: |
2017: -10% to 0% (2016: -10% to 0%) |
||
Weight allocation: |
2017: +20% (2016: +17% to +28%) |
||
Kalkan, Turkey
|
Income approach
|
Quantity of residential units: |
2017: 1 to 54 (2016: 1 to 54) |
Selling price per m2: |
2017: €1,100 to €1,850 (2016: €1,100 to €1,850) |
||
|
Expected annual growth in selling price: |
2017: 0% to 5% (2016: 0% to 5%) |
|
|
|
Cash flow velocity (years): |
2017: 1 to 3 (2016: 1 to 3) |
|
|
Risk-adjusted discount rate: |
2017: 5% to 38% (2016: 5% to 38%) |
Porto Heli, Greece
|
Income approach
|
Room occupancy rate (annual): |
2016: 25% to 35% (weighted average: 33%) |
Average daily rate per occupied room: |
2016: €265 to €369 (weighted average: €330) |
||
|
|
Gross operating margin rate: |
2016: 17% to 36% (weighted average: 32%) |
|
|
Terminal capitalisation rate: |
2016: 10% |
|
|
Risk-adjusted discount rate: |
2016: 11% |
Kea, Greece |
Income approach |
Room occupancy rate (annual): |
2017: 22% to 31% |
|
|
|
(weighted average: 30%) |
|
|
Average daily rate per occupied room: |
2017: €823 to €1,203 |
|
|
|
(weighted average €1,089) |
|
|
Gross operating margin rate: |
2017: 10% to 35% |
|
|
|
(weighted average 30%) |
|
|
Terminal capitalisation rate: |
2017: 10% |
|
|
Quantity of villas: |
2017: 40 |
|
|
Selling price per m2: |
2017: €6,000 |
|
|
Expected annual growth in selling price: |
2017: 0% to 4% |
|
|
Cash flow velocity (years): |
2017: 10 |
|
|
Risk-adjusted discount rate: |
2017: 13% |
19 Trading properties
|
Note |
31 December 2017 |
31 December 2016 |
|
|
€'000 |
€'000 |
At beginning of year |
|
29,763 |
37,387 |
Net direct acquisitions/(disposals) |
|
1,079 |
(3,200) |
Reversal of/(concession/write off) of land |
|
193 |
(193) |
Net transfers from investment property |
17 |
217 |
273 |
Net transfers from property, plant and equipment |
16 |
- |
2,415 |
Disposals through disposal of subsidiary companies |
31 |
- |
(6,205) |
Impairment loss |
8B |
(680) |
(724) |
Exchange difference |
|
- |
10 |
At end of year |
|
30,572 |
29,763 |
As at 31 December 2017 and 31 December 2016, part of the Group's immovable property is held as security for bank loans (see note 23).
20. trade and other RECEIVABLES
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Trade receivables |
1,082 |
863 |
VAT receivables |
561 |
370 |
Other receivables |
2,538 |
1,695 |
Total trade and other receivables (see note 33) |
4,181 |
2,928 |
Prepayments and other assets |
1,193 |
770 |
Total |
5,374 |
3,698 |
21. Cash and cash equivalents
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Bank balances (see note 33) |
2,421 |
4,669 |
Cash in hand |
23 |
29 |
Total |
2,444 |
4,698 |
During the year, the Group had no fixed deposits.
Funds in bank accounts of certain Group companies are pledged as a security for loans (see note 23), as well restricted for land purchases at Amanzoe.
22. capital and reserves
Capital
Authorised share capital
|
31 December 2017 |
|
31 December 2016 |
||
|
'000 of shares |
€'000 |
|
'000 of shares |
€'000 |
Common shares of €0.01 each |
2,000,000 |
20,000 |
|
2,000,000 |
20,000 |
Movement in share capital and premium
|
Shares in |
Share capital |
Share premium |
|
'000 |
€'000 |
€'000 |
Capital at 1 January 2016 and up to 31 December 2017 |
904,627 |
9,046 |
569,847 |
Warrants
In December 2011, the Company raised €8.5 million through the issue of new shares at GBP 0.27 per share (with warrants attached to subscribe for additional Company shares equal to 25% of the aggregate value of the new shares at the price of GBP 0.3105 per share, subject to anti-dilution adjustments pursuant to the warrant's terms and conditions - initial price of GBP 0.35 per share). The warrants were exercisable within five years from the admission date. The number of shares to be issued on exercise of their rights would have been determined based on the subscription price on the exercise date. All warrants expired on 3 January 2017.
Reserves
Translation reserve
Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Revaluation reserve
Revaluation reserve relates to the revaluation of property, plant and equipment from both subsidiaries and equity-accounted investees, net of any deferred tax.
23. loans AND BORROWINGS
|
Total |
|
Within one year |
|
Within two to five years |
|
More than five years |
||||
|
2017 |
2016 |
|
2017 |
2016 |
|
2017 |
2016 |
|
2017 |
2016 |
|
€'000 |
€'000 |
|
€'000 |
€'000 |
|
€'000 |
€'000 |
|
€'000 |
€'000 |
Loans in Euro |
89,715 |
92,270 |
|
21,171 |
12,749 |
|
55,474 |
67,146 |
|
13,070 |
12,375 |
Loans in Euro within disposal groups held for sale |
8,165 |
8,259 |
|
8,165 |
765 |
|
- |
7,494 |
|
- |
- |
Total |
97,880 |
100,529 |
|
29,336 |
13,514 |
|
55,474 |
74,640 |
|
13,070 |
12,375 |
Terms and conditions
The terms and conditions of outstanding loans were as follows:
Description |
Currency |
Interest rate |
Maturity dates |
31 December 2017 €'000 |
31 December 2016 €'000 |
Secured loans |
Euro |
Euribor plus margins ranging from 4.25% to 6.5% |
From 2018 to 2026 |
53,934 |
58,065 |
Secured loans |
Euro |
Fixed rate 11% (2016: fixed rates ranging from 4.75% to 11% ) |
2020 (2016: from 2017 to 2020) |
43,946 |
42,464 |
Total interest-bearing liabilities |
|
|
97,880 |
100,529 |
Securities
As at 31 December 2017 and 31 December 2016, the Group's loans and borrowings were secured as follows:
· |
Mortgage against the immovable property of the Croatian subsidiary, Azurna, with a carrying amount of €29.6 million (2016: €31.6 million), two promissory notes, a debenture note and a letter of support from its parent company Single Purpose Vehicle Four Limited. |
· |
Mortgage against the immovable property of the Cypriot subsidiary, Symboula Estates Limited, with a carrying amount of €27.1 million (2016: €30.1 million). |
· |
Lien up to €59 million on immovable properties of the Greek subsidiaries of the Porto Heli project, with a carrying amount of €151.6 million (2016: €155.9 million). |
· |
Pledge of 1,000 shares of DCI H2 for Symboula Estates Limited bank loan. |
· |
Pledge of all shares of the Cypriot subsidiary Symboula Estates Limited, and all shares of two other Apollo group entities for Symboula Estates Limited bank loan. |
· |
Pledge of 4,495 shares of the Cypriot subsidiary, DCI 14, and all shares of six Cypriot and Greek subsidiaries of Amanzoe project for DCI 14 loan received from Colony Luxembourg S.a.r.l. acting on behalf of managed funds. |
· |
Fixed and floating charges over the rights, titles and interests of DCI 14 and three Cypriot subsidiaries of Amanzoe project, charge over their bank accounts and assignment of their intra-group receivables for the loan from Colony Luxembourg S.a.r.l. |
· |
Fixed and floating charges over assets and undertakings of Symboula Estates Limited, subordination and assignment of intercompany loans between all companies of Apollo Group and Dolphin Capital Investors Limited. |
· |
Corporate guarantees by DCI Holdings One Limited for the serving of the bank loan of Cypriot subsidiary, Symboula Estates Limited, amounting to €16 million. |
As at 31 December 2016, in addition to the above, the Group's loans and borrowings were secured as follows:
· |
Mortgage against immovable property of the Turkish subsidiary, Kalkan Yapi ve Turizm A.S., with a carrying amount of €5.8 million. |
24. Deferred tax assets and liabilities
|
31 December 2017 |
|
31 December 2016 |
||||
|
Deferred |
Deferred |
|
Deferred |
Deferred |
||
|
tax assets |
tax liabilities |
|
tax assets |
tax liabilities |
||
|
€'000 |
€'000 |
|
€'000 |
€'000 |
||
Balance at the beginning of the year |
996 |
(24,255) |
|
997 |
(30,129) |
||
Recognised in profit or loss - continuing operations |
(2) |
2,847 |
|
(1,549) |
5,107 |
||
Recognised in profit or loss - discontinued operation |
- |
- |
|
- |
1,273 |
||
Recognised in other comprehensive income (see note 14) |
- |
(1,309) |
|
- |
(1,682) |
||
Reclassification to liabilities held for sale |
- |
3,156 |
|
1,548 |
1,239 |
||
Exchange difference and other |
- |
- |
|
- |
(63) |
||
Balance at the end of the year |
994 |
(19,561) |
|
996 |
(24,255) |
||
Deferred tax assets and liabilities are attributable to the following:
|
31 December 2017 |
|
31 December 2016 |
||||
|
Deferred |
Deferred |
|
Deferred |
Deferred |
||
|
tax assets |
tax liabilities |
|
tax assets |
tax liabilities |
||
|
€'000 |
€'000 |
|
€'000 |
€'000 |
||
Revaluation of investment property |
- |
(9,550) |
|
- |
(15,268) |
||
Revaluation of trading properties |
- |
(2,163) |
|
- |
(1,905) |
||
Revaluation of property, plant and equipment |
- |
(7,143) |
|
- |
(6,449) |
||
Other temporary differences |
- |
(705) |
|
- |
(633) |
||
Tax losses |
994 |
- |
|
996 |
- |
||
Total |
994 |
(19,561) |
|
996 |
(24,255) |
||
25. Finance lease LIABILITIES
|
31 December 2017 |
|
31 December 2016 |
||||
|
Future minimum |
|
Present value of minimum |
|
Future minimum |
|
Present value of minimum |
|
lease |
|
lease |
|
lease |
|
lease |
|
payments |
Interest |
payments |
|
payments |
Interest |
payments |
|
€'000 |
€'000 |
€'000 |
|
€'000 |
€'000 |
€'000 |
Less than one year |
8 |
- |
8 |
|
49 |
1 |
48 |
Between two and five years |
154 |
6 |
148 |
|
195 |
8 |
187 |
More than five years |
4,133 |
1,291 |
2,842 |
|
4,162 |
1,415 |
2,747 |
Total |
4,295 |
1,297 |
2,998 |
|
4,406 |
1,424 |
2,982 |
The major finance lease obligations comprise leases in Greece with 99-year lease terms.
26. DEFERRED REVENUE
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Prepayment from clients |
13,834 |
10,683 |
Government grant |
6,985 |
7,230 |
Total |
20,819 |
17,913 |
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Non-current |
6,985 |
7,230 |
Current |
13,834 |
10,683 |
Total |
20,819 |
17,913 |
27. Trade and other payables
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Trade payables |
814 |
660 |
Land creditors |
21,048 |
25,354 |
Investment Manager fees |
1,188 |
4,221 |
Professional fees accrual |
- |
1,952 |
Deposit relating to Pearl disposal |
- |
1,000 |
Branding fees accrual |
2,684 |
2,444 |
Litigation liability provision |
4,000 |
- |
Other payables and accrued expenses |
7,317 |
13,960 |
Total |
37,051 |
49,591 |
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Non-current |
20,858 |
6,479 |
Current |
16,193 |
43,112 |
Total |
37,051 |
49,591 |
During 2017, the Company entered into new contracts in connection with the deferred purchase of land at Lavender Bay. The amount outstanding as at 31 December 2017 was €21,048 thousand and payment will be made on 31 December 2025. As a result of a retroactive change in the interest rate charged on the outstanding consideration, an accrued interest payable amount of approximately €4 million has been reversed during the year ended 31 December 2017 and included in finance income in profit or loss.
A subsidiary of the Group is in dispute with a third party concerning a c. €4 million assignment of claims to this party by one of the subsidiary's contractors. Although the Group has recognized a €4 million provision regarding this claim, the Group's intention is to defend its position vigorously and its lawyers are handling the ongoing litigation.
28. NAV per share
|
31 December 2017 |
31 December 2016 |
|
'000 |
'000 |
Total equity attributable to owners of the Company (€) |
194,059 |
233,887 |
Number of common shares outstanding at end of year |
904,627 |
904,627 |
NAV per share (€) |
0.21 |
0.26 |
29. Related party transactions
29.1 Directors' interest and remuneration
Directors' interest
Miltos Kambourides is the founder and managing partner of the Investment Manager.
The interests of the Directors as at 31 December 2017, all of which are beneficial, in the issued share capital of the Company as at this date were as follows:
|
Shares |
|
'000 |
Miltos Kambourides (indirect holding) |
66,019 |
Mark Townsend |
282 |
Andrew Coppel |
150 |
Save as disclosed, none of the Directors had any interest during the year in any material contract for the provision of services which was significant to the business of the Group.
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
Remuneration |
772 |
1,415 |
Equity-settled share-based payment arrangements - Directors Awards (see note 30) |
(71) |
94 |
Total remuneration |
701 |
1,509 |
The Directors' remuneration details for the years ended 31 December 2017 and 31 December 2016 were as follows:
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
Andrew Coppel |
229 |
232 |
Graham Warner |
171 |
180 |
Robert Heller |
200 |
205 |
Sue Farr |
115 |
53 |
Mark Townsend |
57 |
61 |
Laurence Geller |
- |
678* |
Justin Rimel |
- |
3 |
David B. Heller |
- |
3 |
Total |
772 |
1,415 |
*Comprises €636 thousand compensation for loss of office and €42 thousand compensation for expenses.
Miltos Kambourides has waived his fees.
On 1 March 2016, Laurence Geller, David B. Heller and Justin Rimel resigned from the Company's Board with Andrew Coppel being appointed as the Independent Chairman. Andrew Coppel does not participate in the Stock Option Programme.
On 19 July 2016, Sue Farr joined the Board as a non-executive Director.
On 25 January 2018, Robert Heller and Sue Farr resigned from the Company's Board. Robert Heller no longer retains an interest in the stock options issued pursuant to the Company's Stock Option Programme.
29.2 Investment Manager remuneration
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
Fixed management fee |
6,000 |
7,500 |
Variable management fees |
1,606 |
4,221 |
Equity-settled share-based payment arrangements-Investment Management Awards (see note 30) |
- |
(315) |
Total remuneration |
7,606 |
11,406 |
In 2016, the Investment Manager, fully waived any rights under the Investment Manager Awards it was entitled to under the terms of the previous Investment Management Agreement ('IMA') and the Company's share incentive plan (see note 30).
In line with the Amended and Restated IMA, signed in December 2016, with retroactive effect from 1 July 2016, the following arrangements came into effect:
i. Fixed management fee
The annual management fees for the second half of 2016 were retrospectively reduced from €8.5 million to €6.5 million per annum and have been set to a fixed declining annual amount equal to €6 million for 2017, €5 million for 2018 and €4 million for 2019.
Additionally, the term of the IMA has been reduced and will expire at the earlier of the end of the Divestment Period or 31 December 2019 rather than August 2020 as under the terms of the previous IMA. There will be no fixed management fee due for 2020.
ii. Variable management fee
A variable management fee has been introduced which will become payable solely upon the execution of each asset divestment by the Company. The variable management fee will be equal to a percentage of the enterprise value (i.e. the equity value of the asset plus any loans or other liabilities assumed by its purchaser) of any asset disposed by the Company during the Divestment Period at a valuation at or in excess of 50% of its latest reported NAV.
The variable management fee percentage will be equal to 3% for divestments executed within the second half 2016 and will be reduced to 2.5%, 2.0% and 1.3% for those concluded in 2017, 2018 and 2019 respectively, to the extent these are completed at 50% of relevant latest reported NAV. The variable management fee will increase in respect of transactions executed at sales prices exceeding 50% of their NAV.
The variable management fee will become payable to the Investment Manager three months from the completion of the respective disposal. Specifically in relation to the Playa Grande disposal, €1 million of the variable management fee had been paid upon the completion of the disposal and the balance is payable at the earlier of the date when the Company makes a distribution of proceeds from asset sales to Shareholders or nine months from the completion of the Playa Grande disposal.
With regard to the disposal of Aristo and Pearl Island, the Manager will be entitled to a variable annual management fee equal to 3%, 2.5%, 2% and 1.3% on the portion of their corresponding Total Disposal Prices received by the Company within 2016, 2017, 2018 and 2019, respectively.
The Investment Manager was entitled to a performance fee payable under the terms of the previous IMA. There is no change to this entitlement. However, any performance fees earned under this arrangement will be fully deducted from any future annual management fees and variable management fees payable over the term of the IMA.
Previous arrangements, in force until 30 June 2016
Annual fee
The Investment Manager is entitled to an annual management fee defined as follows:
• for the period from 1 July 2015 to and including 31 December 2016, the annual management fee shall be €1 million per calendar month payable quarterly in advance;
• with effect from and including 1 January 2016, the annual management fee shall be €8.5 million payable quarterly in advance; and
• commencing on and with effect from 1 January 2017, the annual management fee payable for the following annual periods will be permanently reduced on 1 January in each year to an amount equal to the lower of:
(i) 1.25% of the gross asset value of the Company calculated as at the last preceding 31 December calculation date; and
(ii) €8.5 million.
In addition, the Company shall reimburse the Investment Manager for any professional fees or other costs incurred on behalf of the Company for the provision of services or advice.
Performance fee
i. Core asset incentive fee
The Investment Manager will be entitled to the core asset incentive fee based on the net profits received by the Company from the core assets or the disposal thereof.
Core assets comprise of the following projects: Amanzoe, Kilada Hills, Kea, Pearl Island and Playa Grande. All other assets of the company are characterized as non-core for the purpose of incentive fee calculations.
The net proceeds will be divided between the Investment Manager and the Company on the following basis:
• |
first, 100% to the Company until the Company has received an amount equal to €169.6 million (the 'Aggregate Core Asset Base Value'); |
• |
second, 100% to the Company until the Company has received an amount equal to the core asset capital and costs; |
• |
third, 100% to the Company until the Company has received an amount equal to the base cost compounded quarterly at the average one-month Euribor rate plus 500 basis points (but capped at a maximum interest rate of 6% per annum); |
• |
fourth, 60% to the Investment Manager and 40% to the Company until the Investment Manager has received an amount equal to 20% of the net profits then distributed; and |
• |
thereafter, 20% to the Investment Manager and 80% to the Company such that the Investment Manager shall receive a total core asset incentive fee equivalent to 20% of the net profits. |
On the disposal of a core asset, the Investment Manager shall be entitled to receive an advance of the core asset incentive fee on the following basis:
• |
where the disposal takes place prior to the date on which the Company shall have first received an amount of net profits from the disposal of core assets equal to, or in excess of, €113,055,360 (the 'Trigger Date'), an amount equal to 6.666% of the net profits received by the Company on the disposal of such core asset; or |
• |
where the disposal takes place after the Trigger Date, an amount equal to 10% of the net profits received by the Company on the disposal of such core asset, (in each case a 'Core Asset Incentive Fee Advance Payment'). |
The aggregate value of any Core Asset Incentive Fee Advance Payments will at any time be set off against, and thereby reduce to not less than zero, any liability of the Company to pay core asset incentive fees.
ii. Non-core asset incentive fee
The Investment Manager will be entitled to the non-core asset incentive fee based on the net profits received by the Company from the disposal of any non-core assets. No non-core asset incentive fee will be payable in respect of a non-core asset unless the aggregate disposal proceeds actually received by the Company in respect of such non-core asset exceeds the base value (the 'Payment Condition'). The base value is defined as 65% of the non-core asset value as at 31 December 2014. Subject to satisfaction of the Payment Condition in respect of any non-core asset, the net proceeds actually received by the Company from the disposal of such non-core asset will be divided between the Investment Manager and the Company on the following basis:
• |
first, 100% to the Company until the Company has received an amount equal to the base value; |
• |
second, 12.5% to the Investment Manager and 87.5% to the Company until the net proceeds equal 80% of the base value; |
• |
third, 17.5% to the Investment Manager and 82.5% to the Company until the net proceeds equal 100% of the base value; and |
• |
thereafter, 25% to the Investment Manager and 75% to the Company. |
50% of each non-core asset incentive fee will be placed in an interest bearing escrow account to be operated by the Company's administrator. Any funds held in this escrow account will be dealt with as follows; commencing on 31 December 2016, in the event that, as at 31 December in each year, the aggregate net proceeds received by the Company in relation to all non-core assets disposed of during the previous 12 month period (the 'Look-back Period'):
• |
do not equal or exceed the aggregate of the base values of any non-core assets disposed of during an applicable Look-back Period (the 'Aggregate Base Value') then the Company's administrator will be authorised to repay any escrowed funds to the Company until such time as the Company has received an amount equal to the Aggregate Base Value and thereafter any remaining escrowed funds (if any) will be paid to the Investment Manager; or |
• |
equal or exceed the Aggregate Base Value then the Company's administrator will be authorised to pay to the Investment Manager the escrowed funds. |
A clawback provision is in place with regard to incentive (performance) fee payments in the event the aggregate proceeds from the disposal of assets do not exceed a certain threshold.
29.3 Shareholder and development agreements
Shareholder agreements
On 6 August 2012, the Company signed an agreement for the sale of eight out of the nine remaining Seafront Villas. The total base net consideration agreed for this sale was €10 million, with the Company also entitled to 50% profit participation in the sale of five Villas. It was also agreed that the Company would undertake the construction contract for the completion of the Villas and a €1 million deposit was paid upon signing. During 2013, the Company received an additional amount of €990 thousand. Completion remains pending.
On 1 November 2017, the Company along with the project's current minority shareholder entered into an agreement through its relevant project subsidiary companies, for a €16 million equity investment by One & Only Resorts Limited ('One & Only') in exchange for a 40% shareholding in Single Purpose Vehicle Fourteen Ltd, holding company of 100% of Kea Resort. The consideration will be deployed in the development of the Kea Resort, with the transaction including the operation of the Kea Resort and its residences by One & Only through long-term management and branding agreements. Completion of the investment agreement is subject to the Company meeting certain conditions including the revision of the construction permits to reflect the redesign of the Kea Resort to meet One & Only brand standards and the completion of a €30 million senior loan facility against the project together with the finalization of the turn-key construction contract. Completion and commencement of the Kea Resort's construction is also subject to an additional €4 million equity injection in the Kea Resort by third party investors.
Development agreements
Pedro Gonzalez Holdings II Limited, a subsidiary of the Group in which the Company held a 60% stake, signed a Development Management agreement with DCI Holdings Twelve Limited ('DCI H12') in which the Group had a stake of 60%. Under its terms, DCI H12 undertook, among others, the management of permitting, construction, sale and marketing of the Pearl Island project. As stated in note 31, the Company entered into a share purchase agreement for the sale of its shareholding in the project on 17 January 2017 and completion took place on 13 March 2017.
29.4 Other related parties
During the year ended 31 December 2017, the Group did not enter into any significant related party transactions.
During the year ended 31 December 2016, the Group entered into related party transactions with the following parties:
2016 Related party name |
€'000 |
|
Nature of transaction |
Iktinos Hellas S.A. |
40 |
|
Project management services in relation to Sitia project and rent payment |
Third Point LLC, shareholder of the Company |
1,200 |
|
Bond interest for the year |
Third Point LLC, shareholder of the Company |
24,566 |
|
Loss on disposal of DCA H6 (see note 31) |
|
|
|
|
30. EQUITY-SETTLED SHARE-BASED PAYMENT ARRANGEMENTS
|
From 1 January 2017 to 31 December 2017 |
From 1 January 2016 to 31 December 2016 |
|
€'000 |
€'000 |
Investment Manager Awards (see note 29.2) |
- |
(315) |
Director Awards (see note 29.1) |
(71) |
94 |
Total equity-settled share-based payment arrangements |
(71) |
(221) |
Investment Manager Awards
On 9 June 2015, under a Stock Incentive Plan, the Company granted two nil-cost share option awards to the Investment Manager (the 'DCP Awards') as follows:
Number of shares to which the DCP Awards relate:
· DCP Award 1: 31,661,940 common shares of €0.01 each; and
· DCP Award 2: 22,615,671 common shares of €0.01 each,
both subject to reductions in case that certain non-market performance targets are not met.
These awards were to performance vest in various equal tranches dependent upon the average closing price of the shares trading at or above certain relevant target share prices for a continuous period of 30 trading days. The relevant target share prices for the purposes of these awards ranged from 35p to 80p.
In 2016, as stated in note 29.2, the Investment Manager fully waived any rights under these Awards that it was entitled to under the terms of the previous IMA and the Company's share incentive plan.
Director Awards
On 9 June 2015, Laurence Geller, Robert Heller and Graham Warner were granted nil-cost share option awards under a Stock Incentive Plan (the 'Director Awards'). These awards will performance vest in equal tranches dependent upon the average closing price of the shares trading at or above certain relevant target share prices for a continuous period of 30 trading days. The relevant target share prices for the purposes of these awards are 35p, 40p, 45p, and 50p. Director Awards remain exercisable up until the day before the fifth anniversary of the grant date of the awards. On 25 January 2018 and 1 March 2016, Robert Heller and Laurence Geller, respectively, resigned from the Company's Board and no longer retain an interest in the stock options issued pursuant to the Company's Stock Option Programme. The number of shares to which the Director Awards relate is 2,261,567 common shares of €0.01 each with reductions in the event that certain non-market performance targets are not met.
The most significant inputs used in the measurement of the grant date fair value of the Awards are as follows:
|
Awards |
|
|
Fair value at grant date |
£0.0659 |
Share price at grant date |
£0.215 |
Exercise price |
Nil |
Expected volatility (long run forecast) |
31% |
Risk-free rate (based on UK government 5 years Bonds) |
1.523% |
31. Business combinations
On 17 January 2017, the Company signed a share purchase agreement with Grivalia Hospitality S.A. for the sale of its 60% shareholding in all entities related with the Pearl Island Project. Completion of the disposal was subject to a corporate restructuring and to the consent of the appointed hotel operator to modifications of certain terms of the hotel management agreement. The consideration for the sale comprised of a cash payment of €27 million, payable in the form of a €1 million non-returnable deposit, €24 million upon completion of the sale and the remaining €2 million to be retained in an escrow account for a period of 12 months post completion to cover any tax liabilities, potential breach of the Company's warranties or undisclosed indebtedness. Completion took place on 13 March 2017 with €24 million received by the Company on the same date.
|
|
|
|
|
€'000 |
Investment property |
|
(28,108) |
Property, plant and equipment |
|
(25,990) |
Receivables and other assets |
|
(2,237) |
Cash and cash equivalents |
|
(183) |
Deferred tax liabilities |
|
1,238 |
Trade and other payables |
|
11,652 |
Net assets |
|
(43,628) |
Net assets disposed of - 60% shareholding |
|
(26,177) |
Net proceeds on disposal |
|
26,476 |
Gain on disposal recognised in profit or loss |
|
299 |
Cash effect on disposal: |
|
|
Net proceeds on disposal |
|
26,476 |
Cash and cash equivalents |
|
(183) |
Net cash inflow on disposal |
|
26,293 |
On 14 November 2016, the Company signed a share purchase agreement with an investor group represented by Third Point LLC for the sale of DCA H6, the entity that indirectly held the Playa Grande Golf and Resort project. Completion of the sale was conditional on the lapse of a Right of First Refusal in relation to the project in favour of its prior owner. The consideration for the sale comprised of a cash payment of US$5 million and the retirement of all of the Company's €50 million and US$9.17 million 2018 Convertible Bonds together with any accrued interest on the Bonds. Completion of the sale took place on 8 December 2016, with the 2018 Convertible Bonds cancelled on the same date and the Company having received US$4 million on 8 December 2016.
During 2016, the Group also disposed of its entire holding in Infatran Limited ('Infatran') and DolphinCI Eleven Limited ('DCI 11').
|
Note |
DCA H6 |
Infatran |
DCI11 |
Total |
|
|
€'000 |
€'000 |
€'000 |
€'000 |
Investment property |
17 |
(74,644) |
- |
- |
(74,644) |
Property, plant and equipment |
16 |
(78,300) |
- |
- |
(78,300) |
Trading properties |
19 |
(3,193) |
(1,413) |
(1,599) |
(6,205) |
Other non-current assets |
|
(632) |
- |
- |
(632) |
Receivables and other assets |
|
(1,540) |
- |
- |
(1,540) |
Cash and cash equivalents |
|
(2,035) |
- |
- |
(2,035) |
Loans and borrowings |
|
56,024 |
- |
- |
56,024 |
Deferred revenue |
|
10,660 |
- |
- |
10,660 |
Trade and other payables |
|
6,665 |
5 |
16 |
6,686 |
Net assets disposed of |
|
(86,995) |
(1,408) |
(1,583) |
(89,986) |
Net proceeds on disposal |
|
62,429 |
845 |
- |
63,274 |
Disposal consideration via settlement of liability |
|
- |
- |
2,780 |
2,780 |
(Loss)/gain on disposal recognised in profit or loss |
|
(24,566) |
(563) |
1,197 |
(23,932) |
Cash effect on disposal: |
|
|
|
|
|
Net proceeds on disposal |
|
62,429 |
845 |
- |
63,274 |
Cash and cash equivalents |
|
(2,035) |
- |
- |
(2,035) |
Net cash inflow on disposal |
|
60,394 |
845 |
- |
61,239 |
32. Non-CONTROLLING INTERESTs
The following table summarises the information relating to each of the Group's subsidiaries that has material non-controlling interests, before any intra-group eliminations.
31 December 2017 |
|
|
SPV 10 (Kea Resort) €'000 |
SPV 2 (Amanzoe) €'000 |
Non-controlling interests percentage |
|
|
33.33% |
35.60% |
Non-current assets |
|
|
21,034 |
- |
Current assets |
|
|
118 |
3,929 |
Non-current liabilities |
|
|
(22,363) |
(84) |
Current liabilities |
|
|
(396) |
(385) |
Net (liabilities)/assets |
|
|
(1,607) |
3,460 |
Carrying amount of non-controlling interests |
|
|
(535) |
1,232 |
Revenue |
|
|
23 |
- |
Loss |
|
|
(501) |
(171) |
Other comprehensive income |
|
|
- |
- |
Total comprehensive income |
|
|
(501) |
(171) |
Loss allocated to non-controlling interests |
|
|
(167) |
(61) |
Other comprehensive income allocated to non-controlling interests |
|
|
- |
- |
Cash flow from/(used in) operating activities |
|
|
41 |
(23) |
Cash flow used in investing activities |
|
|
(43) |
- |
Cash flow from financing activities |
|
|
- |
- |
Net decrease in cash and cash equivalents |
|
|
(2) |
(23) |
31 December 2016 |
|
|
SPV 10 (Kea Resort) €'000 |
SPV 2 (Amanzoe) €'000 |
Non-controlling interests percentage |
|
|
33.33% |
35.60% |
Non-current assets |
|
|
21,124 |
217 |
Current assets |
|
|
131 |
3,837 |
Non-current liabilities |
|
|
(21,921) |
(75) |
Current liabilities |
|
|
(441) |
(349) |
Net (liabilities)/assets |
|
|
(1,107) |
3,630 |
Carrying amount of non-controlling interests |
|
|
(369) |
1,293 |
Revenue |
|
|
40 |
77 |
Loss |
|
|
(368) |
(91) |
Other comprehensive income |
|
|
- |
- |
Total comprehensive income |
|
|
(368) |
(91) |
Loss allocated to non-controlling interests |
|
|
(123) |
(32) |
Other comprehensive income allocated to non-controlling interests |
|
|
- |
- |
Cash flow (used in)/from operating activities |
|
|
(77) |
19 |
Cash flow from investing activities |
|
|
- |
- |
Cash flow from financing activities |
|
|
- |
- |
Net (decrease)/increase in cash and cash equivalents |
|
|
(77) |
19 |
33. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group is exposed to credit risk, liquidity risk and market risk from its use of financial instruments. The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group's overall strategy remains unchanged from last year.
(i) Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the statement of financial position date. The Group has policies in place to ensure that sales are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. The Group's trade receivables are secured with the property sold. Cash balances are mainly held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the end of the reporting year was as follows:
|
|
Carrying amount |
|
|
|
31 December 2017 |
31 December 2016 |
|
|
€'000 |
€'000 |
Trade and other receivables (see note 20) |
|
4,181 |
2,928 |
Cash and cash equivalents (see note 21) |
|
2,421 |
4,669 |
Total |
|
6,602 |
7,597 |
Trade and other receivables
Exposure to credit risk
The maximum exposure to credit risk for trade and other receivables at the end of the reporting year by geographic region was as follows:
|
Carrying amount |
|
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
South-East Europe |
4,181 |
2,359 |
Americas |
- |
569 |
Total trade and other receivables |
4,181 |
2,928 |
Credit quality of trade and other receivables
The Group's trade and other receivables are unimpaired.
Cash and cash equivalents
Exposure to credit risk
The table below shows an analysis of the Group's bank deposits by the credit rating of the bank in which they are held:
|
|
31 December 2017 |
|
31 December 2016 |
|
No. of Banks |
€'000 |
No. of Banks |
€'000 |
Bank group based on credit ratings by Moody's |
|
|
|
|
Rating Aaa to A |
2 |
1,380 |
1 |
1,281 |
Rating Caa to C |
4 |
1,041 |
5 |
3,387 |
Bank group based on credit ratings by Fitch's |
|
|
|
|
Rating BBB to B- |
- |
- |
1 |
1 |
Total bank balances |
|
2,421 |
|
4,669 |
(ii) Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
The following tables present the contractual maturities of financial liabilities. The tables have been prepared on the basis of contractual undiscounted cash flows of financial liabilities, and on the basis of the earliest date on which the Group might be forced to pay.
|
Carrying amounts |
Contractual cash flows |
Within one year |
One to two years |
Three to five years |
Over five years |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
31 December 2017 |
|
|
|
|
|
|
Loans and borrowings |
89,715 |
(128,114) |
(13,064) |
(24,048) |
(74,619) |
(16,383) |
Finance lease obligations |
2,998 |
(4,295) |
(8) |
(8) |
(146) |
(4,133) |
Land creditors |
21,048 |
(27,695) |
(718) |
(710) |
(3,886) |
(22,381) |
Trade and other payables |
5,875 |
(5,875) |
(5,765) |
(110) |
- |
- |
|
119,636 |
(165,979) |
(19,555) |
(24,876) |
(78,651) |
(42,897) |
31 December 2016 |
|
|
|
|
|
|
Loans and borrowings |
92,270 |
(134,228) |
(17,587) |
(23,466) |
(78,796) |
(14,379) |
Finance lease obligations |
2,982 |
(4,406) |
(49) |
(49) |
(146) |
(4,162) |
Land creditors |
25,354 |
(25,354) |
(25,354) |
- |
- |
- |
Trade and other payables |
15,110 |
(15,110) |
(8,632) |
(116) |
- |
(6,362) |
|
135,716 |
(179,098) |
(51,622) |
(23,631) |
(78,942) |
(24,903) |
(iii) Market risk
Market risk is the risk that changes in market prices, such as interest rates, equity prices and foreign exchange rates, will affect the Group's income or the value of its holdings of financial instruments.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Sensitivity analysis
An increase of 100 basis points in interest rates at 31 December would have decreased equity and profit or loss by €458 thousand (2016: €499 thousand). This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on the profit or loss and other equity.
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the United States dollar. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
The Group's exposure to foreign currency risk for its use of financial instruments was as follows:
|
31 December 2017 |
|
31 December 2016 |
||||
|
Euro |
USD |
GBP |
|
Euro |
USD |
GBP |
|
'000 |
'000 |
'000 |
|
'000 |
'000 |
'000 |
Trade and other receivables |
4,181 |
- |
- |
|
2,359 |
600 |
- |
Cash and cash equivalents |
2,421 |
- |
- |
|
4,531 |
144 |
1 |
Loans and borrowings |
(89,715) |
- |
- |
|
(92,270) |
- |
- |
Finance lease obligations |
(2,998) |
- |
- |
|
(2,982) |
- |
- |
Land creditors |
(21,048) |
- |
- |
|
(25,354) |
- |
- |
Trade and other payables |
(15,986) |
(21) |
- |
|
(22,197) |
(2,149) |
- |
Net statement of financial position exposure |
(123,145) |
(21) |
- |
|
(135,913) |
(1,405) |
1 |
The following exchange rates applied at the date of financial position:
Euro 1 equals to: |
31 December 2017 |
31 December 2016 |
USD |
1.20 |
1.05 |
TRY |
4.55 |
3.71 |
HRK |
7.44 |
7.56 |
GBP |
0.89 |
0.86 |
Sensitivity analysis
A 10% strengthening of the Euro against the following currencies at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on the profit and other equity.
|
Equity |
Profit or loss |
||
|
2017 |
2016 |
2017 |
2016 |
|
€'000 |
€'000 |
€'000 |
€'000 |
USD |
2 |
121 |
2 |
121 |
TRY |
|
- |
|
- |
HRK |
|
- |
|
- |
GBP |
|
- |
|
- |
Capital management
The Group manages its capital to ensure that it will be able to continue as a going concern while improving the return to shareholders. The Board of Directors is committed to implementing a package of measures that is expected to focus on the achievement of the Group's investment objectives, achieve cost efficiencies and strengthen its liquidity. Notably, these measures include the completion of certain Group asset divestment transactions, as well as the conclusion of additional working capital facilities at the Group and/or Company level.
34. Commitments
As of 31 December 2017, the Group had a total of €2,695 thousand contractual capital commitments on property, plant and equipment (2016: €1,330 thousand).
Non-cancellable operating lease rentals are payable as follows:
|
31 December 2017 |
31 December 2016 |
|
€'000 |
€'000 |
Less than one year |
20 |
11 |
Between two and five years |
11 |
- |
Total |
31 |
11 |
35. Contingent liabilities
Companies of the Group are involved in pending litigations. Such litigation principally relates to day-to-day operations as a developer of second-home residences and largely derives from certain clients and suppliers. Based on advice from the Group's legal advisers, the Investment Manager believes that there is sufficient defence against any claim and does not expect that the Group will suffer any material loss. All provisions in relation to these matters which are considered necessary have been recorded in these consolidated financial statements.
If investment properties, trading properties and property, plant and equipment were sold at their fair market value, this would have given rise to a variable management fee to the Investment Manager, which would be based on the relevant IMA provisions.
In addition to the tax liabilities that have already been provided for in the consolidated financial statements based on existing evidence, there is a possibility that additional tax liabilities may arise after the examination of the tax and other matters of the companies of the Group in the relevant tax jurisdictions.
The Group, under its normal course of business, guaranteed the development of properties in line with agreed specifications and time limits in favour of other parties.
36. SUBSEQUENT EVENTS
On 18 January 2018, the Group entered into an agreement for the disposal of its 77.8% interest in the Sitia Bay Golf Resort project ('project') to its minority partner in the project, Iktinos Hellas S.A., for a consideration of €14 million. The first instalment of €1.4 million was received on 22 January 2018 while the remaining €12.6 million was received on 3 April 2018.
On 5 February 2018, the Group entered into an agreement for the disposal of the Triopetra project to Deniage Ltd ('Deniage'). Deniage purchased the Group's entire shareholding interest for a total cash consideration of €4.1 million. The amount of €4 million was received on 5 February 2018 while the remaining €100 thousand will be withheld until the first anniversary from the transaction to cover any potential latent project liabilities.
There were no other material events after the reporting period, which have a bearing on the understanding of the consolidated financial statements as at 31 December 2017.