REG - Dolphin Capital Inv - Final Results
7 June 2021
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 2020
and Trading Update
Dolphin, an investor in high-end resort developments in the eastern Mediterranean, announces results for the year ended 31 December 2020 and a trading update.
Financial Highlights:
· Gross Assets of €205 million (31 December 2019: €226 million).
· Total Group Net Asset Value ("NAV") of €157 million and €149 million before and after Deferred Tax Liabilities ("DTL") respectively. This represents a decrease of €24 million and €21 million (13.2% and 12.3%) respectively, against the 2019 year-end figures.
· NAV reduction is principally due to valuation write-downs on certain portfolio assets and other operational, corporate, finance and management expenses as detailed in section F below.
· Sterling NAV per share as at 31 December 2020 stood at 16p before DTL and 15p after DTL, versus 17p and 16p, a 8.1% and 7.1% decrease before and after DTL respectively, compared to 31 December 2019. The Sterling NAV per share reduction mainly reflects the factors mentioned above and was counterbalanced by a 6% depreciation of Sterling versus the Euro during the period.
· Total debt of €6.2 million with a Group total debt to gross asset ratio of 3%.
· Total Group cash as of 31 December 2020 stood at €1.7 million.
Operations, Finance and Divestments:
· The COVID-19 pandemic has had a significant adverse impact on our overall business activities, restricting our ability to market and sell plots and villas in our development projects, and at Aristo. Most importantly, it has caused a material disruption to our efforts to divest our asset portfolio in an orderly manner. This is mainly due to both the reduced investor interest in the acquisition of large-scale greenfield development projects in the hospitality and leisure sector as well as to the continued international travel restrictions preventing potential investors from visiting our projects.
· Despite the adverse market backdrop, the Company realized the sale of the LaVanta project in Turkey for a total consideration of €4.3 million, a figure marginally exceeding its book value. More specifically, on 3 September 2020, a c. 11,000 m2 land plot in the northern border of LaVanta was sold to a local developer for €0.8 million and on 10 March 2021, DCI agreed the sale of all its remaining land holdings in LaVanta to another local investor for a net consideration of €3.5 million, which is in line with the YE 2020 valuation. An amount of €1 million has already been received, while the balance is due by the end of June 2021.
· Construction works at One&Only at Kea Island ("OOKI") continue based on the new timeline agreed with our partners at One&Only and targets commencement of resort operations in time for the 2022 season. To date, all internal roads have been constructed, site infrastructure has advanced, and vertical construction is progressing with the lower levels of the main building being complete and the majority of guest room foundations and superstructure frame having advanced as well as the internal works in both guest rooms and support buildings. In addition, the resort mock-up room was completed within Q4 2020. Meanwhile, via agents, contacts through our network, as well as dedicated social media campaigns and related PR activities in co-operation with One&Only, we have been able to source significant demand for the Private Homes available at the project. We have already signed and received deposits during the financial year and subsequently from eight sales reservations on an off-plan basis, with prices ranging from €1 to €7.5 million, for an aggregate value of €26.4 million. We are in advanced discussions with several other potential purchasers.
· At our Kilada Country Club, Golf and Residences development, rough earthworks and shaping of the front nine holes have been completed by the earthworks contractor. The golf contractor has also been appointed and is working on site. Residential infrastructure works have begun and the country club contractor has been appointed and will commence works within Q3 2021. An agreement with the European PGA was signed to brand Kilada as the PGA National Golf Club of Greece, effective from 1 January 2021. In addition to the above, the final notarial Deed for the acquisition of 24 founder lots in Kilada against a €10 million consideration is expected to be concluded imminently, which, together with the preferred equity investment agreement entered into on 19 December 2019, fully cover the Kilada first phase development costs. Additionally, during 2020, we executed the sale of a land plot which fell outside the project development perimeter at a price of €1.5 million.
· As announced on 15 October 2020, the Cyprus government cancelled the Cyprus citizenship investment programme with effect from 1 November 2020. The programme allowed foreign investors to apply for Cypriot citizenship upon making a minimum €2 million investment in, inter alia, Cyprus property. The termination of the Cypriot citizenship investment programme exacerbated the already adverse trading conditions caused by the COVID-19 pandemic for Aristo, which ended the year with total sales revenue of €17 million, a decline of 66% on a year-on-year basis.
· On 9 June 2020, following a process that lasted several years and involved negotiations between the governments of the United Kingdom and Cyprus an agreement was reached on the regulations for the development in the non-military Sovereign Base Areas where the largest part of our 447 hectare Apollo project is located. This agreement has already resulted in provisional zoning permissions allowing for the development of tourist real estate and hospitality developments in c. 26 hectares, while c. 415 hectares would fall under Z1-Z2-Z3 protection zones with building ratios ranging from 1% to 6%. We remain in discussions with the relevant authorities to enhance the overall development potential of the project by achieving higher coefficients. In parallel, we have been advancing the sale of our interests in Apollo with an interested party.
· Dolphin has also received within the period a total of c. €150,000 in distributions from its investment in Itacare.
· In line with our continued efforts to reduce overhead costs, the Group's professional and administrative expenses for the year declined by €1 million (approximately 26%) compared to 2019.
· As no material disposals were completed during the year (other than our LaVanta divestment and the sale of a land plot in our Kilada project), the Group's cash position was impacted. Whilst the Board expects material progress on certain transactions in the coming weeks, it has taken the prudent step of securing a bridge loan facility of €15 million with two institutional private credit providers. The Company drew €1.75 million from this loan on 4 June 2021, with the balance remaining available for 45 days post completion should it be required. Further details on the loan facility and its basic terms are set out below in section B.2.
The Board's strategy remains to optimise the disposal of the Company's asset portfolio in order to return capital to shareholders. The Board is implementing an actionable plan to accelerate the Company's divestment objectives which were delayed due to COVID-19, further reduce the Company's operating overheads, amend the management fee structure to further decrease materially its fixed component and capitalise on the expected investment market recovery. Furthermore, Board fees, having been reduced by 25% with effect from 1 April 2020, will be reduced by a further 25 % with effect from 1 July 2021.
The Board believes that it is appropriate that shareholders should have the opportunity to review the results achieved by the Board and the Investment Manager and discuss its proposals for the future of the Company at an early date, taking into account the results of current asset disposal negotiations. Accordingly, and following the shareholders' resolution that was passed at the extraordinary general meeting dated 2 May 2019, the Board will convene in August 2021 a meeting of shareholders to take place no later than September 2021, to consider its recommended course of action and propose an ordinary resolution for the continuation of the Company. This will enable shareholders to take a holistic view on the position of the Company and assess the asset monetisation prospects based on updated information relating to current discussions.
Commenting, Andrew Coppel CBE, Chairman of Dolphin's Board of Directors, said:
"The impact of the COVID-19 pandemic to our business has been material. International travel restrictions and repetitive regional lockdowns meant that we were unable to complete any significant portfolio asset disposals. Retail sales and development works were also greatly impacted.
As restrictions are gradually lifted we expect to resume our sales initiatives. Development works at OOKI and Kilada will gain momentum, enhancing their sales potential and enabling us to deliver better value to shareholders.
We look forward to presenting our plans and proposals to our shareholders and hold an EGM no later than September 2021 so that they are provided with the opportunity to consider the future of the Company."
Miltos Kambourides, Founder of Dolphin and Managing Partner of Dolphin Capital Partners said:
"Our focus during this difficult year was to progress construction at OOKI and Kilada, generate retail sales, advance asset disposals discussions and manage the overall operational challenges to our business. Although we have been successful in maintaining a good development pace at both OOKI and Kilada, which enhances their value and divestment potential, in selling LaVanta and in closing eight villa sales at OOKI on an off-plan basis, the execution of our project divestment programme was significantly impacted. Our recent conclusion of a bridge facility addresses our medium-term liquidity requirements and will enable us to continue our plans to monetize our project portfolio in accordance with our divestment strategy from a position of financial strength when market conditions permit."
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)
Dominic Morley
+44 (0) 20 7886 2500
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett
+44 (0) 20 7383 5100
Instinctif (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 2020 and to provide a trading update.
A.1. Results
Total Group NAV as at 31 December 2020 was €157 million and €149 million before and after DTL respectively. This represents a decrease of €24 million (13.2%) and €21 million (12.3%), respectively, from the 31 December 2019 figures.
The loss for the year was mainly due to the €10 million year-end net valuation reduction, €9 million share of losses on equity-accounted investees (primarily Aristo) as well as the Company's ongoing 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.
A.2. Portfolio
During 2020 the Board and the Investment Manager have focused their efforts on resuming and progressing construction at OOKI, commencing works at Kilada and dealing with the effects of the COVID-19 outbreak on our business. The pandemic resulted in a slow-down to our ongoing asset-disposal program, weaker Aristo sales, challenges to our cashflow position, as well as the need to redefine our sales and marketing strategy in view of the lockdown measures and travel restrictions.
In spite of these adverse market conditions, we have been able, within the period, to:
· divest LaVanta for an aggregate consideration of €4.3 million, which is marginally higher than its book value;
· advance the development of our OOKI and Kilada projects;
· agree the sale of eight OOKI Private Homes on an off-plan basis for an aggregate value of €26.4 million;
· complete the sale of a land plot outside the project perimeter at Kilada for €1.5 million; and
· receive provisional zoning permissions in our Apollo Heights project and achieve permitting advances in our remaining asset portfolio.
A.3. Bridge Financing
The ongoing COVID-19 pandemic, and the respective governmental measures implemented to contain it, have materially impacted our ability to market and sell our assets over and above the already challenging market conditions for greenfield real estate developments in the geography where DCI operates. Given that DCI's revenue generation capacity is dependent on its ability to sell its projects, this prolonged situation has impacted the Company's cash position and reserves.
In order to restore the financial resources available to the Company and safeguard our ability to continue our operations and execute our divestment strategy in an orderly manner, we entered into a €15 million facility agreement.
This facility was initiated earlier this year to provide a fall-back position in the event that no additional sales materialize by mid-July and with the following factors in mind:
(a) the continued COVID-19 related market uncertainty;
(b) our desire to continue the orderly liquidation process from a position of financial strength;
(c) our desire not to seek dilutive equity from shareholders at a time when we are committed to returning capital to them; and
(d) the accounting going-concern requirements of the Company.
The liquidity that is secured through this facility will enable us to move forward with our disposal programme without facing cash constraints, which could otherwise undermine our aim to realize the maximum possible value for our shareholders. Our intention is to fully repay any drawn portion of the facility as soon as we are able to generate adequate sales proceeds from our projects.
A.4. Strategy
Our asset portfolio comprises two basic categories:
· OOKI, Kilada and Aristo, our three major projects which constitute in aggregate 73% of the Group's NAV; and,
· our remaining asset portfolio, which we intend to opportunistically monetise as soon as practicable taking into account, inter alia, permitting and zoning status as well as overall market conditions.
The prospects of generating meaningful distributions to our shareholders are intrinsically linked to the sale of the Company's three major projects. The first two of these require an additional year of development so that they are either operational (in the case of OOKI) or close to completion (in the case of Kilada). The development of both these projects is fully financed from presales, third-party equity and senior bank loans, and works are currently progressing under turn-key construction contracts. We have explored the market for potential divestment opportunities with the assistance of professional advisers engaged on a success basis fee and have found that the vast majority of both real estate and private equity investors approached were reluctant to assume any development risk in view of the construction and operational challenges caused by the COVID-19 pandemic. Most importantly, they were unable to visit our projects and perform the required commercial, technical and legal diligence that would allow them to proceed with offers. As hospitality investment turnover fell sharply in 2020, our divestment efforts were also met with competition from hotel companies disposing of assets in order to recapitalise, as well as the local secondary non-performing-loan market in which both private equity funds and family office investors were active.
Following an analysis of prevailing market conditions with our advisers, who see a material improvement in sentiment for investment in the Greek leisure and hospitality market, we believe that, given the significant sales interest that we have been able to generate at OOKI, the construction advances in both these assets during 2021 and the gradual lifting of the COVID-19 travel restrictions, investor interest will be renewed and we will be in a position to appeal to a larger investment audience and transact at valuations reflecting the projects' maturity and intrinsic value.
In relation to Aristo, its overall sales performance in 2020 has been adversely impacted by COVID-19 as well as the cancellation of the Cyprus citizenship investment programme with effect from 1 November 2020. As its main market is China, Aristo has felt the impact of the pandemic from the beginning of the year due to travel restrictions imposed on Chinese residents which further culminated in the global inbound travel ban enacted by the Cyprus government from March 2020 onwards. The resulting 66% drop in sales revenue on a year-on-year basis demonstrates the gravity of the situation and the financial and operational challenges Aristo has had to face.
Our efforts, in close co-operation with Aristo management, are to:
· maximize Aristo's reach to international customers beyond its main, Chinese, market;
· redesign and redeploy its residential product offering, which was skewed towards high-end properties appealing to clients applying for Cypriot passports under the, now defunct, local citizenship investment program;
· ensure that we take advantage to the fullest extent possible of the COVID-19 business relief measures introduced by the Cyprus government;
· monitor Aristo's cashflows to meet its expenses without derailing its ongoing construction activities and the delivery of sold units to existing clients; and
· explore potential divestment opportunities in cooperation with the majority shareholder of the company.
Our remaining portfolio includes Scorpio Bay, Lavender Bay and Plaka Bay in Greece, Apollo Heights in Cyprus and Livka Bay in Croatia. All these assets remain essentially greenfield projects. Our main focus is on monetizing our investments in Apollo Heights and Livka Bay which are more mature in terms of permitting. There are currently discussions with interested parties for both these projects, which, in the case of Apollo, have matured into negotiations of a share purchase agreement for the full disposal of our interests in the project.
A.5. Outlook
2020 has been a particularly challenging year for Dolphin and tested our business resilience, financial management and operational capabilities on multiple levels. Though we have not been able to achieve the quantum of disposals we were targeting at the beginning of the year which would have allowed us to return funds to our shareholders in line with our divestment strategy, we were able to make progress in our development works at OOKI and Kilada, in spite of the pandemic headwinds. We generated a total of €5.8 million from the sale of land in LaVanta and Kilada (of which €2.5 million is due to be paid in June) and sold eight homes on an off-plan basis at OOKI both during the financial year and subsequently.
In particular, our ability to execute eight off-plan residential sales at OOKI with a total value of €26.4 million, validates the quality of the project as well as the resilience of the high-end integrated hospitality and residential resort model. In the new social-distancing and remote working landscape that prevails post the COVID-19 outbreak, we have witnessed that the demand for quality second-homes remains healthy, as affluent and increasingly mobile individuals seek fully serviced properties, offering privacy and longer term use potential. We believe that this theme will continue and help both our OOKI and our Kilada projects which are significantly reliant on quality second-home sales.
From a more general market perspective, we note an increasing number of private equity funds and family offices, actively looking to expand their exposure to variable hotel income, in resort locations through the acquisition of properties which are branded and/or managed by operating partners, thus reducing direct operational risks. Moreover, the post-pandemic uplift in global travel and rising proportion of consumer spending on experiences looks set to endure, and this should further support hospitality investment volumes and valuations going forward.
In light of the above trends, moving forward into 2021, we expect that opportunities to acquire newly developed luxury branded residential resorts, such as OOKI and Kilada, could be scarce due to the lack of a material development pipeline. Both these core development projects and our remaining asset portfolio are uniquely positioned to capitalize on the expected growing investor demand in our local markets as they combine both the branded/operated hospitality component and the real estate capital appreciation aspect.
The Board has been working closely with the Investment Manager to formulate and implement an actionable plan in order to navigate the medium-term challenges, further reduce the Company's operating overheads and capitalise on the expected recovery so as to achieve tangible divestment results. We will present proposals to shareholders and hold an EGM no later than September 2021 so that they are provided with the opportunity to consider the future of the Company well before the end of the current divestment period.
Andrew M Coppel CBE
Chairman
Dolphin Capital Investors
7 June 2021
B. Investment Manager's Report
B.1. Business Overview
During the period we focused on enhancing the value of our portfolio assets, while addressing the day-to-day challenges presented by COVID-19:
· progressing construction works at OOKI and Kilada;
· adjusting our retail and project sales and marketing strategies at a time of travel restrictions and social distancing measures;
· securing liquidity at the DCI level to meet all our operational expenses in the medium-term;
· making permitting advances across our asset portfolio; and
· monitoring our operational budgets and reducing overhead costs.
B.2. Bridge Financing
On 3 June 2021, Dolphin entered into a bridge loan facility of up to €15 million with two institutional private credit providers acting on behalf of their managed and advised funds. The first tranche of €1.75 million has been drawn down while the second tranche of €13.25 million will remain available for 45 days post signature of the Loan Agreement.
The basic terms of the facility agreement are as follows:
· interest rate set to 12.5% per annum, payable semi-annually in arrears in equal instalments;
· initial maturity date falls 18 months from the first loan draw-down and is subject to a 6-month extension at DCI's option with a 2% interest step-up;
· security package includes a fixed and floating charge on DCI as well as share pledge over DCI's shares in holding companies owning interests in Kilada, OOKI, Aristo and Apollo;
· DCI's proceeds from the disposals of any portfolio assets as well as from any distributions from its direct or indirect subsidiaries will be used to repay any outstanding debt under the facility agreement until its full repayment; and
· standard acceleration and event of default provisions include illegality, change of control, delisting, fund and manager termination events, LTNAV covenants and similar terms customary under bridge facility agreements.
B.3. Major Assets Review
· One&Only at Kea Island, Greece - www.oneandonlyresorts.com/kea-island
o Construction works continued on the project with the contractor making considerable progress in all key areas. All internal access roads have been opened and a large portion of under-road site infrastructure has been installed. The main building's lower level which includes kitchens and other back of house facilities is progressing with internal works, whilst upper level structural works are being constructed. The 75 guest rooms of the project are laid out as individual buildings with private pools. All are currently under construction with the majority already having their foundations and structural columns built and approximately one third having all structural works complete. Mechanical, electrical, stone masons and other works are in progress in all structurally complete rooms.
o The completion of the mock-up room was an important milestone which was met in early December 2020. The mock-up room was reviewed by One&Only and constitutes a tangible blueprint for the further development of the project as well as a showcase for our private home clients.
o Due to the COVID-19 impact on the progress of works and the projected hotel performance, we have decided with our partners at One&Only to commence the hotel operation in the 2022 season.
o The raising of the profile of the project and more specifically the One&Only Kea Island Private Homes ("OOKI PHs") continues in close co-operation with the One&Only sales and marketing teams and through a number of marketing activities. A website has been created within the general One&Only website, including online enquiries, alongside a series of marketing collateral (printed and digital) showcasing the OOKI PHs available for sale as well as the destination. An international PR campaign commenced in October 2019 and this has resulted in extensive publicity in a number of highly prestigious international publications including The Times, Vogue and Tatler. Sotheby's Realty UK has been appointed as an advisor and a number of initiatives are underway in collaboration with them. The focus has shifted to online targeted promotional sales actions, including social media promotion of the OOKI PHs, newsletters, webinars with journalists and digital meetings with potential clients. Furthermore, several promotional activities for the PH are underway in collaboration with One&Only and their resorts which are currently in operation.
· Kilada, Greece - www.mykilada.com
o Construction of the Kilada golf course is progressing with completion of the project targeted in Q3 2022. Despite significant delays caused by the archaeological department, good progress was achieved with rough earthworks and shaping of the front nine holes now complete. In addition, the main road subbase has been built allowing vehicular access to all first phase lots while the construction of the secondary road network is under way.
o The infrastructure and golf contractors have mobilized and commenced works. The Club House works were also tendered in late 2020 and the Contractor has been appointed and will begin works within Q3 2021. Five sample villa designs were prepared by prominent Greek architects and are included in the sales materials of the project.
o The notarial Deed for the acquisition of founder lots in Kilada by Grivalia Hospitality is expected to be executed imminently, for a consideration of €10 million. Together with the €12 million preferred equity investment into Kilada injected by an international family office, these are expected to fully meet all project development costs for phase one.
o The project's PR, sales and marketing planning is underway with the assistance of branding and marketing consultants. A series of specific sales activities will commence once the project sales campaign is officially launched depending on COVID-19 related travel restrictions.
· Aristo (a 47.9% affiliate) - www.aristodevelopers.com
o Operating Performance
§ 58 homes and plots were sold during 2020, representing total sales of €17.8 million, down 66% compared to €53million in 2019.
§ 37 homes and plots were sold in total up to the end of May 2021, representing total sales of €7.5 million, down 17% compared to €9million for the same period in 2020.
§ The main source of clients were China and Other Asia during 2020, representing c. 84% of sales.
Twelve months
to 31 December 2020
Twelve months
to 31 December 2019
RETAIL SALES
New sales booked
€17.8m
€53m
% change
(66%)
Units sold
58
98
% change
(41%)
CLIENT ORIGIN
China & Other Asia
84%
76%
MENA
12%
20%
Russia
4%
--
Cyprus & Other EU
--
4%
o As announced on 15 October 2020, the Cyprus government cancelled the Cyprus citizenship investment programme with effect from 1 November 2020. The programme allowed foreign investors to apply for Cypriot citizenship upon making a minimum €2 million investment in, inter alia, Cyprus property. Aristo had a total of €9.6 million in blocked/escrowed funds as at 31 December 2020 (€18.2 million at YE 2019) relating to the sale of properties under the Cyprus citizenship investment programme and expects to deliver the respective properties to purchasers so that it can draw on these funds within the next 12 to 18 months.
o Although the Cypriot authorities initially signalled that they would explore the introduction of alternative investment incentives to replace the existing citizenship programme, no tangible action has yet been taken and with the upcoming elections in Cyprus we do not currently estimate that such a new policy will be implemented within 2021.
o In order to effectively deal with the combined effect of the pandemic and the citizenship program cancellation on its sales revenue, Aristo's management has invested in marketing to international customers beyond its main Chinese market, and has undertaken a full redesign of its residential product offering in order to appeal to a larger client audience by introducing properties at different pricing points.
o DCI has received in total €5.5 million from the deferred consideration due to it, from the sale of its Venus Rock related preferred shares to Aristo Ktimatiki (an entity controlled by Theodore Aristodemou, Chairman of Aristo) which was executed on 23 August 2019. However the outstanding consideration of €3.5 million, which was expected to be settled within Q4 2020, was not received. The Company is exploring all options and is in discussions with Aristo Ktimatiki with regard to the timing for the overdue settlement of this receivable.
o The Company is in ongoing discussions in relation to the structuring and implementation of a potential divestment transaction for its shareholding in Aristo and will provide further updates to the market as appropriate.
C. Group Assets
A summary of Dolphin's current investments is presented below.
PROJECT
Land site
(hectares)DCI's
stakeDebt
(€m) *Real estate value
(€m)Loan to real estate
asset value (%)1
OOKI
65
33%
--
2
Kilada
224
97%
--
3
Scorpio Bay
172
100%
--
4
Lavender Bay
310
100%
--
5
Plaka Bay
442
100%
--
6
Apollo Heights
447
100%
--
7
Livka Bay
63
100%
6.2
8
LaVanta**
7
100%
--
TOTAL
1,730
6.2
158
4%
Aristo
474
47.9%
--
43
Itacaré
n/a
13%
--
1
GRAND TOTAL
2,204
6.2
202***
3%
* Further details on debt maturities are set out under note 23 of the financial statements.
** LaVanta was sold on 10 March 2021, to a local investor for a net consideration of €3.2 million.
***Total real estate value includes equity investments in OOKI. Aristo and Itacare.
A breakdown of Dolphin's portfolio, as at 31 December 2020, with certain key metrics is provided below:
COUNTRY
Land size (hectares)
Debt
(€ million)Real Estate Value
(€ million)% Loan to real estate asset value
Net Asset Value
1
Greece
1,213
-
121
-
54%
2
Cyprus****
921
-
55
-
34%
3
Other
70
6.2
26
24%
12%
Grand Total
2,204
6.2
202
3%
100%
****DCI's portfolio in Cyprus includes its equity investment in Aristo Developers Ltd, which owns assets in Cyprus that are subject to Aristo's debt and other obligations.
D. Market Dynamics
The COVID-19 pandemic continues to present a major adverse effect on the travel, real estate and hospitality industry. During 2020, we have witnessed a significant reduction in foreign travel intent, international travel restrictions, governmental lock-down measures imposed on hotels and resorts in Greece and Cyprus and supply chain delays which impacted our ongoing construction activities.
According to the 2021 European Hotel Valuation Index (HVS, April 2021), the spread of the pandemic put a virtual halt to transactional activity, which achieved less than €10 billion in Europe in 2020 (c. 33% of the 2019 comparable figure).
Similarly hotel revenues have been materially impacted during 2020 albeit are expected to recover somewhat in 2021, posing acute challenges of paying debt and rent for many owners and operators. The relatively small hotel development pipeline in Greece, compared to other European countries, as well as the fact that many pipeline projects entered the pandemic in the design or planning stage, and were therefore either deferred or abandoned, is expected to result in a limited new hospitality project supply in the medium-term thus creating divestment opportunities for newly completed developments, especially to the extent that these are branded and include residential components. Actual transaction quantum and pricing may vary depending on the physical and operational characteristics of each asset; however, we expect that luxury residential resorts and second home development projects will be resilient in terms of capital value, especially for private equity and family office investors who are expected to be active in that space.
As the pace of the international vaccination programs picks up, in spite of the logistical challenges that these have created within the EU in particular, a number of countries have started opening up to tourism. Expectations are that the effect of the pandemic outbreak on the hospitality industry will start to fade towards the end of the year.
We continue to closely monitor developments in this sphere and will adjust our operational processes and divestment strategies accordingly so that we can successfully navigate our business through the coming months.
E. Future Objectives
The Company's main objectives for 2021 are to:
1. execute further portfolio asset disposals;
2. advance construction at OOKI and achieve more residential sales;
3. progress construction at Kilada and generate plot/villa sales;
4. progress planning and permitting selectively for the remaining portfolio; and
5. effectively manage COVID-19 related challenges.
Miltos Kambourides
Managing Partner
Dolphin Capital Partners
7 June 2021
Pierre Charalambides
Founding Partner
Dolphin Capital Partners
7 June 2021
F. Financial Position for the year ended 31 December 2020
F.1. Consolidated statement of profit or loss for the year ended 31 December 2020
Financial Results
Loss after tax for the period ended 31 December 2020 attributable to owners of the Company amounted to €21 million (2019: Profit of €4 million). (Loss)/Profit per share was €(0.02) and €0.01 in 2020 and 2019 respectively.
The principal factors affecting the 2020 result were €10 million year-end net valuation reduction, €9 million share of losses on equity-accounted investees as well as the Company's 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 2020
31 December 2020
31 December 2019 (Restated)
€'000
€'000
CONTINUING OPERATIONS
Revenue
3,570
6,364
Cost of sales
(2,717)
(1,013)
Gross profit
853
5,351
Disposal of investments
336
630
Change in valuations
(10,229)
(3,386)
Other gains
1,654
11,316
Investment Manager remuneration
(3,600)
(4,000)
Directors' remuneration
(379)
(496)
Professional fees
(2,199)
(2,956)
Administrative and other expenses
(756)
(1,027)
Depreciation charge
(44)
(38)
Total operating and other expenses
(15,217)
43
Results from operating activities
(14,364)
5,394
Finance costs
(822)
(1,255)
Share of losses on equity-accounted investees, net of tax
(8,892)
(173)
(Loss)/profit before taxation
(24,078)
3,966
Taxation
2,985
255
(Loss)/profit
(21,093)
4,221
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences
104
667
Share of revaluation on equity-accounted investees
208
72
Other comprehensive income, net of tax
312
739
Total comprehensive income
(20,781)
4,960
(Loss)/profit attributable to:
Owners of the Company
(21,142)
4,317
Non-controlling interests
49
(96)
(21,093)
4,221
Total comprehensive income attributable to:
Owners of the Company
(20,899)
5,031
Non-controlling interests
118
(71)
(20,781)
4,960
(Loss)/ EARNINGS per share
Basic and diluted (loss)/earnings per share (€)
(0.02)
0.01
Further analysis of individual revenue and expense items is provided below.
Revenue
Revenues of €3.6 million (31 December 2019: €6.4 million), were derived from the following sources:
31 December 2020
€ million
31 December 2019
€ million
Sale of trading & investment properties
3.0
0.7
Other income
0.6
5.7
TOTAL
3.6
6.4
Sale of trading & investment properties is attributable to a sale of a land plot situated outside the Kilada development perimeter at a price of €1.5 million and the remainder to LaVanta sales.
Other income in 2020 is mainly attributable to €0.5 million proceeds from the sale of Venus Rock related preferred shares to Aristo Ktimatiki while in 2019 the respective figure was €5 million.
Cost of sales
Cost of sales comprises the following:
31 December 2020 €million
31 December 2019 €million
Cost of sales related to:
Sales of trading and investment properties
2.2
0.7
Personnel expenses
0.5
0.3
TOTAL
2.7
1.0
Professional Fees
The charge for the period was €2.2 million (31 December 2019: €3 million) and comprises the following:
31 December 2020
€ million
31 December 2019
€ million
Legal and Administrator fees
0.5
0.6
Auditors' remuneration
0.4
0.4
Accounting expenses
0.2
0.2
Project design and development fees
0.7
1.3
Consultancy fees
0.1
0.1
Other professional fees
0.3
0.4
TOTAL
2.2
3.0
Administrative and other expenses
The administrative and other expenses amounted to €0.8 million (31 December 2019: €1 million) and are analysed as follows:
31 December 2020
€ million
31 December 2019
€ million
Travelling and accommodation
0.1
0.1
Marketing and advertising expenses
0.1
0.1
Immovable property and other taxes
0.2
0.3
Rents
0.1
0.1
Other
0.3
0.4
TOTAL
0.8
1.0
Change in valuations
Change in valuations amounted to €10.2million (31 December 2019: €3.4 million) and are analysed as follows:
31 December 2020
€ million
31 December 2019
(restated) € million
(Loss)/gain in fair value of investment property
(18.3)
8.5
Impairment loss on trading properties
(1.2)
(0.8)
Reversal of/ (impairment loss) on equity-accounted investees
9.4
(1.3)
Impairment loss of property, plant and equipment
(0.1)
(9.8)
TOTAL
(10.2)
(3.4)
F.2. Consolidated statement of financial position as at 31 December 2020
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Assets
Property, plant and equipment
4,855
2,647
Investment property
76,303
96,601
Equity-accounted investees
60,674
59,943
Other investments
655
-
Non-current assets
142,487
159,191
Trading properties
59,769
60,826
Receivables and other assets
1,330
1,452
Cash and cash equivalents
1,661
2,854
Assets held for sale
-
2,139
Current assets
62,760
67,271
Total assets
205,247
226,462
Equity
Share capital
9,046
9,046
Share premium
569,847
569,847
Retained deficit
(439,047)
(417,905)
Other reserves
8,802
8,559
Equity attributable to owners of the Company
148,648
169,547
Non-controlling interests
6,523
5,681
Total equity
155,171
175,228
Liabilities
Loans and borrowings
2,802
-
Lease liabilities
3,376
3,028
Deferred tax liabilities
8,000
11,027
Trade and other payables
20,366
20,529
Deferred revenue
109
433
Non-current liabilities
34,653
35,017
Loans and borrowings
6,244
6,644
Lease liabilities
29
8
Trade and other payables
9,150
6,289
Liabilities held for sale
-
3,276
Current liabilities
15,423
16,217
Total liabilities
50,076
51,234
Total equity and liabilities
205,247
226,462
Net asset value ('NAV') per share (€)
0.16
0.19
The reported NAV as at 31 December 2020 is presented below:
As at
31 December 2020
As at
31 December 2019
Variation since
31 December 2019
€
£
€
£
€%
£%
Total NAV before DTL (million)
157
142
181
154
(13.2)%
(8.1%)
Total NAV after DTL (million)
149
135
170
145
(12.3)%
(7.1)%
NAV per share before DTL
0.17
0.16
0.20
0.17
(13.2)%
(8.1%)
NAV per share after DTL
0.16
0.15
0.19
0.16
(12.3)%
(7.1)%
___________
Notes:
1. Euro/GBP rate 0.90453 as at 31 December 2020 and 0.85369 as at 31 December 2019.
2. NAV per share has been calculated on the basis of 904,626,856 issued shares as at 31 December 2020 and as at 31 December 2019.
Total Group NAV as at 31 December 2020 was €157 million and €149 million before and after DTL respectively. This represents a decrease of €24 million (13.2%) and €21 million (12.3%), respectively, from the 31 December 2019 figures.
Sterling NAV per share as at 31 December 2020 was 16p before DTL and 15p after DTL and decreased by 8.1% and 7.1%, before and after DTL respectively compared to the 31 December 2019 figures. The depreciation of Sterling versus the Euro during the period of approximately 6% has partially offset the valuation write-downs on certain portfolio assets and other operational, corporate, finance and management expenses of the Group.
The Company's consolidated assets of €205 million include €141 million of real estate assets, €60 million of equity- accounting investees (which represents the 33% investment in Kea Resort as well as the Company's 47.9% interest in Aristo), €1 million of other assets (trade and other receivables), €1 million of other investments which represents the Company's investment in Itacare and €2 million in cash.
The figure of €141 million of real estate assets (property, plant and equipment, trading properties and investment property) represents the independent property valuations conducted as at 31 December 2020 by American Appraisal (for the Greek and Cypriot projects) for both freehold and long leasehold interests of Kilada, Scorpio Bay, Lavender Bay, Apollo Heights and Plaka Bay projects as well as the appraised value of LaVanta and Livka Bay (Colliers International conducted the independent property valuation for Turkey and Croatia).
The Company's consolidated liabilities (excluding DTL) total €42 million and mainly comprise €12 million of interest bearing loans and finance lease obligations. All loans are held by Group subsidiaries and are non-recourse to Dolphin. The €30 million of trade and other payables comprise mainly €21 million of option contracts to acquire land in the Company's Lavender Bay project.
The consolidated financial statements have been audited by KPMG.
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2020
31 December 2020
31 December 2019
(Restated)
Note
€'000
€'000
Continuing operations
Revenue
6
3,570
6,364
Cost of sales
7
(2,717)
(1,013)
Gross profit
853
5,351
Disposal of investments
8A
336
630
Change in valuations
8B
(10,229)
(3,386)
Other gains
8C
1,654
11,316
Investment Manager remuneration
29.2
(3,600)
(4,000)
Directors' remuneration
29.1
(379)
(496)
Professional fees
10
(2,199)
(2,956)
Administrative and other expenses
11
(756)
(1,027)
Depreciation charge
15
(44)
(38)
Total operating and other expenses
(15,217)
43
Results from operating activities
(14,364)
5,394
Finance costs
12
(822)
(1,255)
Share of losses on equity-accounted investees, net of tax
18
(8,892)
(173)
(Loss)/profit before taxation
(24,078)
3,966
Taxation
13
2,985
255
(Loss)/profit
(21,093)
4,221
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences
12
104
667
Share of revaluation on equity-accounted investees
18
208
72
Other comprehensive income, net of tax
312
739
Total comprehensive income
(20,781)
4,960
(Loss)/profit attributable to:
Owners of the Company
(21,142)
4,317
Non-controlling interests
49
(96)
(21,093)
4,221
Total comprehensive income attributable to:
Owners of the Company
(20,899)
5,031
Non-controlling interests
118
(71)
(20,781)
4,960
(Loss)/ EARNINGS per share
Basic and diluted (loss)/earnings per share (€)
14
(0.02)
0.01
Consolidated statement of financial position
As at 31 December 2020
31 December 2020
31 December 2019
(Restated)
Note
€'000
€'000
Assets
Property, plant and equipment
15
4,855
2,647
Investment property
16
76,303
96,601
Equity-accounted investees
18
60,674
59,943
Other investments
17
655
-
Non-current assets
142,487
159,191
Trading properties
19
59,769
60,826
Receivables and other assets
20
1,330
1,452
Cash and cash equivalents
21
1,661
2,854
Assets held for sale
17
-
2,139
Current assets
62,760
67,271
Total assets
205,247
226,462
Equity
Share capital
22
9,046
9,046
Share premium
22
569,847
569,847
Retained deficit
(439,047)
(417,905)
Other reserves
8,802
8,559
Equity attributable to owners of the Company
148,648
169,547
Non-controlling interests
6,523
5,681
Total equity
155,171
175,228
Liabilities
Loans and borrowings
23
2,802
-
Lease liabilities
25
3,376
3,028
Deferred tax liabilities
24
8,000
11,027
Trade and other payables
27
20,366
20,529
Deferred revenue
26
109
433
Non-current liabilities
34,653
35,017
Loans and borrowings
23
6,244
6,644
Lease liabilities
25
29
8
Trade and other payables
27
9,150
6,289
Liabilities held for sale
17
-
3,276
Current liabilities
15,423
16,217
Total liabilities
50,076
51,234
Total equity and liabilities
205,247
226,462
Net asset value ('NAV') per share (€)
28
0.16
0.19
Consolidated statement of changes in equity
For the year ended 31 December 2020
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 2019
9,046
569,847
7,566
279
(422,222)
164,516
5,752
170,268
Total comprehensive income
Profit/(loss)
-
-
-
-
4,317
4,317
(96)
4,221
Other comprehensive income
Share of revaluation on equity-accounted investees
-
-
-
47
-
47
25
72
Foreign currency translation differences
-
-
667
-
-
667
-
667
Total other comprehensive income
-
-
667
47
-
714
25
739
Total comprehensive income
-
-
667
47
4,317
5,031
(71)
4,960
Balance at 31 December 2019
9,046
569,847
8,233
326
(417,905)
169,547
5,681
175,228
Balance at 1 January 2020
9,046
569,847
8,233
326
(417,905)
169,547
5,681
175,228
Total comprehensive income
(Loss)/profit
-
-
-
-
(21,142)
(21,142)
49
(21,093)
Other comprehensive income
Share of revaluation on equity-accounted investees
-
-
-
139
-
139
69
208
Foreign currency translation differences
-
-
104
-
-
104
-
104
Total other comprehensive income
-
-
104
139
-
243
69
312
Total comprehensive income
-
-
104
139
(21,142)
(20,899)
118
(20,781)
TRANSACTIONS WITH OWNERS OF THE COMPANY
Changes in ownership interests in subsidiaries
Disposal of interests without a change in control
-
-
-
-
-
-
724
724
Total transactions with owners of the Company
-
-
-
-
-
-
724
724
Balance at 31 December 2020
9,046
569,847
8,337
465
(439,047)
148,648
6,523
155,171
Consolidated statement of cash flows
For the year ended 31 December 2020
31 December 2020
31 December 2019
(Restated)
Note
€'000
€'000
Cash flows from operating activities
(Loss)/profit
(21,093)
4,221
Adjustments for:
Loss/(gain) in fair value of investment property
18,295
(8,528)
Impairment loss on trading properties
1,269
813
Gain on disposal of investment in subsidiaries
(336)
(630)
Impairment loss property, plant and equipment
80
9,796
(Reversal of)/impairment loss on equity-accounted investees
(9,415)
1,305
Gain on extinguishment of loan payable
-
(9,576)
Depreciation charge
44
38
Interest expense
649
460
Exchange difference
352
806
Share of losses on equity-accounted investees, net of tax
8,892
173
Taxation
(2,985)
(255)
(4,248)
(1,377)
Changes in:
Receivables
122
1,298
Payables
1,027
(1,327)
Deferred revenue
(324)
433
Cash used in operating activities
(3,423)
(973)
Tax received
15
23
Interest paid
(217)
(162)
Net cash used in operating activities
(3,625)
(1,112)
Cash flows from investing activities
Net proceeds from disposal of subsidiaries, net of cash disposed of
(1)
3,577
Net disposals of investment property
1,605
671
Net acquisitions of property, plant and equipment
(1,979)
(119)
Net change in trading properties
(212)
(424)
Net proceeds from other investments
160
-
Net change in net assets held for sale
-
588
Net cash (used in)/from investing activities
(427)
4,293
Cash flows from financing activities
Repayment of loans and borrowings
(250)
(8,024)
Proceeds from issue of redeemable preference shares
3,500
Transaction costs related to loans and borrowings
(105)
Payment of lease liabilities
(8)
(66)
Interest paid
(278)
(531)
Net cash from/(used in) financing activities
23
2,859
(8,621)
Net decrease in cash and cash equivalents
(1,193)
(5,440)
Cash and cash equivalents at 1 January
2,854
8,294
Cash and cash equivalents at 31 December
1,661
2,854
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)
1,661
2,854
Cash and cash equivalents at the end of the year
1,661
2,854
Notes to the consolidated financial statements
For the year ended 31 December 2020
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 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 2020 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 04 June 2021.
b. Basis of preparation
The consolidated financial statements of the Company for the year ended 31 December 2020 have been prepared taking into account the Group's intention to dispose of all of its assets by 31 December 2021, as further explained below. The basis of preparation used continues to be in accordance with IFRS as adopted by the EU.
Based on the Group's asset strategy, the Company's objective is to dispose of all of the Group's assets by 31 December 2021. The allocation of any additional capital investment into any of the Group'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 2021. The Board expects to return the proceeds from asset disposals to shareholders as the orderly realisation of the Group's assets progresses after taking into account the Group's liquidity position and working capital requirements. In the event that any assets are still held by the Group shortly before 31 December 2021, the Board will convene a shareholders' meeting at which appropriate resolutions for the future of the Group 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.
d. Adoption of new and revised standards and interpretations
As from 1 January 2020, 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 Group.
The following standards, amendments to standards and interpretations have been issued but are not yet effective for annual periods beginning on 1 January 2020. 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' (Amendments), IAS 39 'Financial Instruments: Recognition and Measurement' (Amendments) and IFRS 7 'Financial Instruments: Disclosures' (Amendments): Interest Rate Benchmark Reform - Phase 2 (effective for annual periods beginning on or after 1 January 2021)
The objective of the amendments is to assist entities with providing useful information to users of financial statements and to support preparers in applying IFRS when changes are made to contractual cash flows or hedging relationships, as a result of the transition from an interbank offered rate (IBOR) benchmark rate to alternative benchmark rates, in the context of the ongoing risk-free rate reform (referred to as 'IBOR reform'). The Phase 2 amendments principally address the following issues:
· The amendments introduce a practical expedient if a change results directly from IBOR reform and occurs on an 'economically equivalent' basis. In these cases, changes will be accounted for by updating the effective interest rate.
· The amendments also allow a series of exemptions from the regular, strict rules around hedge accounting. For example, a company will not need to discontinue existing hedging relationships because of changes to hedge documentation required solely by IBOR reform. Therefore, when a hedged risk changes due to benchmark reform, a company may update the hedge documentation to reflect the new benchmark rate and the hedge may be able to continue without interruption. However, similar to the Phase 1 amendments, there is no exception from the measurement requirements that apply for the hedged items and hedging instruments under IFRS 9 or IAS 39. Once the new benchmark rate is in place, the hedged items and hedging instruments are remeasured based on the new rate and any hedge ineffectiveness will be recognised in profit or loss.
· Additional disclosure requirements were added to IFRS 7 with the objective of enabling users of financial statements to assess the nature and extent of risks arising from the IBOR reform to which an entity is exposed, and how it manages those risks. In addition, the disclosures should assist users in assessing an entity's progress in completing the transition to alternative benchmark rates, and how an entity is managing that transition.
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.
(ii) Standards and interpretations not adopted by the EU
IFRS 3 "Business Combinations" (Amendments), IAS 16 "Property, Plant and Equipment" (Amendments), IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" (Amendments), Annual Improvements 2018-2020 (effective for annual periods beginning on or after 1 January 2022)
The amendments to IFRS 3 update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. The amendments to IAS 16 prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss. The amendments to IAS 37 specify which costs a company includes when assessing whether a contract will be loss-making. Annual Improvements contain minor amendments to IFRS 1, IFRS 9, IAS 41 and the Illustrative Examples accompanying IFRS 16. 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.
IAS 1 "Presentation of Financial Statements" (Amendments): Classification of Liabilities as Current or Non-current (effective for annual periods beginning on or after 1 January 2023)
IASB has amended IAS 1 to promote consistency in application and clarify the requirements on determining if a liability is current or non-current. Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. As part of its amendments, the IASB has removed the requirement for a right to be unconditional and instead, now requires that a right to defer settlement must have substance and exist at the end of the reporting period. 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.
IFRS 10 "Consolidated Financial Statements" (Amendments) and IAS 28 "Investments in Associates and Joint Ventures" (Amendments): Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date postponed indefinitely)
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (as defined in IFRS 3). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business. In December 2015, the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. 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
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect 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.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively - that is, in the period during which the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods, if the revision affects the present as well as future periods. 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:
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 forecast 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 repayment extension on existing ones, until planned asset sales are realised and proceeds received.
As stated in note 9, the slowdown in economic activity and transportation restrictions in all the countries where the Group operates due to COVID-19 outbreak, is expected to have a significant impact on both its ability to complete the construction of its ongoing projects in a timely manner as well as hinder its efforts to realise transactions for the disposal of its portfolio assets.
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 observable market 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.
Further information about judgements, estimates and assumptions made in applying accounting policies that have the most material effects on the amounts recognised in the financial statements is included in the following notes:
- Note 5.17 - revenue recognition;
- Note 5.25 - taxation.
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.
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 2020, 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%
Xscape Limited
Lavender Bay Resort
Cyprus
100%
Golfing Developments S.A.
Lavender Bay Resort
Greece
100%
MindCompass Overseas One Limited ('MCO 1')
Kilada Hills Golf Resort
Cyprus
96%
MindCompass Overseas S.A.
Kilada Hills Golf Resort
Greece
96%
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
Aristo Developers
BVIs
100%
D.C. Apollo Heights Polo and Country Resort Limited
Apollo Heights Resort
Cyprus
100%
Symboula Estates Limited ('Symboula')
Apollo Heights Resort
Cyprus
100%
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 Ten Limited ('SPV 10')
One&Only Kea Resort
Cyprus
67%
The above shareholding interest percentages are rounded to the nearest integer.
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 re-measured, 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 (equity-accounted investees) are accounted for using the equity method 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.
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.
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 Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and
- the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment' and lease liabilities in 'loans and borrowings' in the statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
5.10 Financial instruments
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI - debt investment; FVOCI - equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment‑by‑investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
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.
Financial assets - Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Group's management;
- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
- how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group's continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
- contingent events that would change the amount or timing of cash flows;
- terms that may adjust the contractual coupon rate, including variable‑rate features;
- prepayment and extension features; and
- terms that limit the Group's claim to cash flows from specified assets (e.g. non‑recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets - Subsequent measurement and gains and losses
· Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
· Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
· Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
· Equity investments at FVOCI: These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
The financial liabilities of the Group are measured as follows:
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.
Trade and other payables
Trade and other payables are stated at their cost.
Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
5.11 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.
5.12 Dividends
Dividends are recognised as a liability in the period in which they are declared and approved and are subtracted directly from retained earnings.
5.13 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.
5.14 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.
5.15 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.
5.16 Impairment
Financial instruments and contract assets
The Group recognises loss allowances for expected credit losses ('ECLs') on:
- financial assets measured at amortised cost;
- debt investments measured at FVOCI; and
- contract assets.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12‑month ECLs:
- debt securities that are determined to have low credit risk at the reporting date; and
- other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward‑looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when:
- the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
- the financial asset is more than 90 days past due.
The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade'. The Group considers this to be Baa3 or higher per Moody's rating agency.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12‑month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability‑weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit‑impaired. A financial asset is 'credit‑impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit‑impaired includes the following observable data:
· significant financial difficulty of the borrower or issuer;
· a breach of contract such as a default or being more than 90 days past due;
· the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
· it is probable that the borrower will enter bankruptcy or other financial reorganisation; or
· the disappearance of an active market for a security because of financial difficulties.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write‑off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.
5.17 Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
Under IFRS 15, revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control - at a point in time or over time - requires judgement.
5.18 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.
5.19 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.
5.20 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.
5.21 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.
5.22 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.
5.23 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.
5.24 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.
5.25 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 significant judgements about future events. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. 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 the income tax and deferred tax expense in the period that such a determination is made.
5.26 Comparatives
Comparative figures have been reclassified to reflect the required changes in presentation in relation to the classification of Azurna (owner of 'LivkaBay') in Croatia and DCI Holdings Two Limited (owner of 'Aristo') out of disposal groups held for sale (see note 17).
6. revenue
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Sale of trading and investment properties
2,943
645
Income from DCI H2 (see note 18)
500
5,000
Other income
127
719
Total
3,570
6,364
No revenue has been recognised during 2020, that was included in deferred revenue at 31 December 2019.
7. COST OF SALES
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Sales of trading and investment properties
2,170
705
Personnel expenses (see below)
547
284
Other operating expenses
-
24
Total
2,717
1,013
Personnel expenses
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Wages and salaries
398
223
Compulsory social security contributions
51
32
Other personnel costs
98
29
Total
547
284
The average number of employees employed by the Group during the year was
20
6
8. INCOME AND EXPENSES
a. Disposal of investments
Note
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Gain on disposal of investment in subsidiaries
31
336
630
Total
336
630
b. Change in valuations
Note
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
(Restated)
€'000
€'000
(Loss)/gain in fair value of investment property
16
(18,295)
8,528
Impairment loss on trading properties
19
(1,269)
(813)
Reversal of/ (impairment loss) on equity-accounted investees
18
9,415
(1,305)
Impairment loss of property, plant and equipment
15
(80)
(9,796)
Total
(10,229)
(3,386)
c. Other gains
Note
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Gain on settlement of Symboula loan
23
-
9,576
Other gains
1,654
1,740
Total
1,654
11,316
9. SEGMENT REPORTING
As at 31 December 2020 and 31 December 2019, the Group is not considered to have reportable operating segments that require disclosure. The Group has one business and geographical segment focusing on achieving capital growth through investing in residential resort developments primarily in south-east Europe.
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. Variations in those factors 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 2019 and 2020, 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 above does not take into account the impact that the COVID-19 outbreak will have on the travel and hospitality industry in all these jurisdictions in 2020 and beyond.
On 11 March 2020, the World Health Organisation declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments have been taking increasingly stringent steps to help contain the spread of the virus, including: requiring self-isolation/ quarantine by those potentially affected, implementing social distancing measures, and controlling or closing borders and 'locking-down' cities/regions or even entire countries as well as actively trying to accelerate the vaccination progress.
The COVID-19 outbreak had a major effect on the travel, real estate and hospitality industries. The Group has witnessed a significant reduction in foreign travel intent, complied with governmental lock-down measures imposed on hotels and resorts in Greece and been affected by supply chain delays which have impacted the Group's ongoing construction activities.
The slowdown in economic activity and transportation restrictions in all the countries where the Group operates has had a significant impact on both its ability to complete the construction of its ongoing projects in a timely manner as well as hindered its efforts to realise transactions for the disposal of its portfolio assets.
10. PROFESSIONAL FEES
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Legal fees
466
539
Auditors' remuneration (see below)
353
382
Accounting expenses
197
202
Appraisers' fees
19
21
Project design and development fees
738
1,273
Consultancy fees
120
97
Administrator fees
58
53
Other professional fees
248
389
Total
2,199
2,956
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Auditors' remuneration comprises the following fees:
Audit and other audit related services
353
354
Tax and advisory
-
28
Total
353
382
11. ADMINISTRATIVE AND OTHER EXPENSES
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Travelling and accommodation
88
85
Insurance
27
29
Marketing and advertising expenses
104
110
Immovable property and other taxes
222
285
Rents
71
56
Other
244
462
Total
756
1,027
12. Finance costS
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Recognised in profit or loss
Interest expense
649
460
Bank charges
31
41
Exchange difference
142
754
Finance costs recognised in profit or loss
822
1,255
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Recognised in other comprehensive income
Foreign currency translation differences
(104)
(667)
Finance costs recognised in other comprehensive income
(104)
(667)
13. Taxation
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
(Restated)
€'000
€'000
RECOGNISED IN PROFIT OR LOSS
Income tax
5
23
Net deferred tax (see note 24)
(2,990)
(278)
Taxation recognised in profit or loss
(2,985)
(255)
Reconciliation of taxation based on taxable (loss)/profit and taxation based on accounting (loss)/profit:
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
(Restated)
€'000
€'000
(Loss)/profit before taxation
(24,078)
3,966
Taxation using domestic tax rates
(3,859)
192
Effect of valuation loss on properties
(2,990)
(280)
Non-deductible expenses
4,252
450
Tax-exempt income
(388)
(1,390)
Current year losses for which no deferred tax is recognised
5
559
Effect of tax losses utilised
-
187
Other
(5)
27
Total
(2,985)
(255)
13. Taxation CONtinued
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 24%. 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 22%. 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%. Tax losses of Croatian companies are carried forward to reduce future profits for a period of five years.
14. EARNINGS/(LOSS) per share
Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to owners of the Company by the weighted average number of common shares outstanding during the year.
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
'000
'000
(Loss)/profit attributable to owners of the Company (€)
(21,142)
4,317
Number of weighted average common shares outstanding
904,627
904,627
Basic (loss)/earnings per share (€)
(0.02)
0.01
(Loss)/profit attributable to owners of the Company
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
(Loss)/profit attributable to owners of the Company
(21,142)
4,317
Profit/(loss) attributable to non-controlling interests
49
(96)
Total
(21,093)
4,221
Weighted average number of common shares outstanding
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
'000
'000
Outstanding common shares at the beginning and end of the year
904,627
904,627
Diluted earnings/(loss) per share
Diluted earnings/(loss) per share is calculated by adjusting the profit/(loss) attributable to owners and the number of common shares outstanding to assume conversion of all dilutive potential shares. As of 31 December 2020 and 31 December 2019, the diluted earnings/(loss) per share is the same as the basic earnings/(loss) per share, due to the fact that no dilutive potential ordinary shares were outstanding during these years.
15. Property, plant and equipment
Under construction
€'000
Land &
buildings
€'000
Machinery & equipment
€'000
Other
€'000
Total
€'000
2020
Cost or revalued amount
At beginning of year
117
20,064
350
36
20,567
Direct acquisitions
1,937
381
11
3
2,332
At end of year
2,054
20,445
361
39
22,899
Depreciation and impairment losses
At beginning of year
-
17,550
340
30
17,920
Depreciation charge for the year
-
35
9
-
44
Impairment loss (see note 8b)
-
80
-
-
80
At end of year
-
17,665
349
30
18,044
Carrying amounts
2,054
2,780
12
9
4,855
2019
Cost or revalued amount
At beginning of year
-
19,975
348
36
20,359
Direct acquisitions
117
-
2
-
119
Recognition of right-of-use asset on initial application of IFRS 16
-
89
-
-
89
At end of year
117
20,064
350
36
20,567
Depreciation and impairment losses
At beginning of year
-
7,720
336
30
8,086
Depreciation charge for the year
-
34
4
-
38
Impairment loss (see note 8b)
-
9,796
-
-
9,796
At end of year
-
17,550
340
30
17,920
Carrying amounts
117
2,514
10
6
2,647
The carrying amount at year end of land and buildings, if the cost model was used, would have been €2.8 million (2019: €2.6 million).
Land and buildings include right-of-use assets of €442 thousand (2019: €89 thousand) related to leased properties that do not meet the definition of investment property.
Fair value hierarchy
The fair value of land and buildings, amounting to €2,780 thousand (2019: €2,514 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 2020
31 December 2019
€'000
€'000
At beginning of year
2,514
12,255
Acquisitions
381
-
Recognition of right-of-use asset on initial application of IFRS 16
-
89
Gains/(losses) recognised in profit or loss
Impairment loss and write offs in 'Change in valuations'
(80)
(9,796)
Depreciation in 'Depreciation charge'
(35)
(34)
At end of year
2,780
2,514
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 - Hotel complexes
Income approach
Room occupancy rate (annual):
2020: 45% to 52%
The estimated fair value would increase/(decrease) if:
(weighted average: 51%)
(2019: 45% to 52%
Room occupancy rate was higher/(lower);
weighted average: 51%)
Average daily rate per occupied room was higher/(lower);
Average daily rate per occupied room:
2020: €546 to €738
Gross operating margin was higher/(lower);
(weighted average: €673)
Terminal capitalisation rate was lower/(higher);
(2019: €546 to €738
Risk-adjusted discount rate was lower/(higher).
weighted average: €673)
Gross operating margin rate:
2020: 24% to 38%
(weighted average: 36%)
(2019: 24% to 38%
weighted average: 36%)
Terminal capitalisation rate:
2020: 8% (2019: 8%)
Risk-adjusted discount rate:
2020: 11% (2019: 11%)
Combined approach (Income and Cost)
Income approach (for land components)
The estimated fair value would increase/(decrease) if:
Net operating income per m2:
2020: €33 to €205
(2019: €33 to €205)
Net operating income per m2 was higher/(lower);
Cash flow velocity (years):
2020: 11% (2019: 11%)
Cash flow velocity was shorter/(longer);
Terminal capitalisation rate:
2020: 11% (2019: 11%)
Terminal capitalisation rate was lower/(higher);
Risk-adjusted discount rate:
2020: 11% (2019: 11%)
Risk-adjusted discount rate was lower/(higher);
Replacement cost (new) per m2 was higher/(lower);
Cost approach (for building components)
Entrepreneurial profit rate was higher/(lower);
Replacement cost (new) per m2:
2020: €500 - €1,100
Depreciation rate was lower/(higher).
(2019: €500 - €1,100)
Entrepreneurial profit rate:
2020: 20% (2019: 20%)
Depreciation rate:
2020: 37% (2019: 37%)
Useful life (years):
2020: 60 (2019: 60)
Property in Greece - Golf course
Income approach
Number of members:
2020: 5 to 30
The estimated fair value would increase/(decrease) if:
(weighted average: 20)
(2019: 5 to 30
Number of members was higher/(lower);
weighted average: 20)
Membership fees per year per member was higher/(lower);
Membership fees per year per member:
2020: €5,000 to €11,046
Number of rounds played by visitors was higher/(lower);
(weighted average: €9,086)
Average green fee was higher/(lower);
(2019: €5,000 to €11,046
Gross operating margin was higher/(lower);
weighted average: €9,086)
Terminal capitalisation rate was lower/(higher);
Number of rounds played by visitors:
2020: 881 to 6,793
Risk-adjusted discount rate was lower/(higher).
(weighted average: 5,319)
(2019: 881 to 6,793
weighted average: 5,319)
Average green fee:
2020: €90 to €199
(average: €170)
(2019: €180)
Gross operating margin rate:
2020: -2% to 1.4%
(weighted average: 0.6%)
(2019: -2% to 1.4%
weighted average: 0.6%)
Terminal capitalisation rate:
2020: 11% (2019: 11%)
Risk-adjusted discount rate:
2020: 11% (2019: 11%)
16. Investment property
31 December 2020
31 December 2019
(Restated)
Note
€'000
€'000
At beginning of year
96,601
145,356
Net direct disposals
(1,605)
(671)
Transfers to trading properties
19
-
(56,516)
Fair value adjustment
8B
(18,295)
8,528
Exchange differences
(398)
(96)
At end of year
76,303
96,601
As at 31 December 2020 and 31 December 2019, 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' (see note 8b). All such gains/(losses) are unrealised.
Fair value hierarchy
The fair value of investment property, amounting to €76,303 thousand (2019: €96,601 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:
Asking prices per m2:
2020: €7 to €30
Asking prices per m2 were higher/(lower);
(2019: €7 to €30)
Premiums were higher/(lower);
Premiums/(discounts) on the following:
Discounts were lower/(higher);
Location:
2020: 0%
Weights on comparables with premiums were higher/(lower);
(2019: -10% to +10%)
Weights on comparables with discounts were lower/(higher);
Site size:
2020: -10% to 0%
Quantity of villas was higher/(lower);
(2019: -20% to 0%)
Selling price per m2 was higher/(lower);
Asking vs transaction:
2020: -30% to 0%
Expected annual growth in selling price was higher/(lower);
(2019: -25% to -10%)
Cash flow velocity was shorter/(longer);
Frontage sea view:
2020: 0% to +20%
Risk-adjusted discount rate was lower/(higher).
(2019: 0% to +20%)
Maturity/development potential:
2020: 0% to 50%
(2019: +10% to +40%)
Weight allocation:
2020: 0% to +20%
(2019: +10% to +20%)
Income approach - 40% weight
Quantity of villas:
2020: 447 (2019: 447)
Selling price per m2:
2020: €2,800
(2019: €2,800)
Expected annual growth in selling price:
2020: from year 3: 3%
(2019: 0% to 3%)
Cash flow velocity (years):
2020: 13 (2019: 13)
Risk-adjusted discount rate:
2020: 14% (2019:14%)
Discount on combined approach value:
Legal status:
2020: -10% (2019: -10%)
Valuation techniques and significant unobservable inputs continued
Property location
Valuation technique (see note 3)
Significant unobservable inputs
Inter-relationship between key unobservable inputs and fair value measurement
Property in Greece
Market approach
Asking prices per m2:
2020: €1 to €69
The estimated fair value would increase/(decrease) if:
(2019: €3 to €449)
Asking prices per m2 were higher/(lower);
Premiums/(discounts) on the following:
Premiums were higher/(lower);
Location:
2020: -40% to +10%
Discounts were lower/(higher);
(2019: -40% to +20%)
Weights on comparables with premiums were higher/(lower);
Site size:
2020: -50% to +30%
Weights on comparables with discounts were lower/(higher).
(2019: -40% to +50%)
Asking vs transaction:
2020: -30% to 0%
(2019: -30% to 0%)
Frontage sea view:
2020: -10% to +30%
(2019: -20% to +30%)
Maturity/development potential:
2020: -35% to +50%
(2019: -60% to +50%)
Zoning:
2020: -30% to 0%
(2019: -30% to 0%)
Other:
2020: -10% to +50%
(2019: -10% to +50%)
Strategic investment approval:
2020: 0% to +20%
(2019: 0% to +20%)
Weight allocation:
2020: 0% to +40%
(2019: +10% to +40%)
Property in Cyprus
Market approach
Asking prices per m2:
2020: €1 to €349
The estimated fair value would increase/(decrease) if:
(2019: €1 to €15)
Asking prices per m2 were higher/(lower);
Premiums/(discounts) on the following:
Premiums were higher/(lower);
Location:
2020: -10% to +20%
Discounts were lower/(higher);
(2019: 0% to +20%)
Weights on comparables with premiums were higher/(lower);
Site size:
2020: -40% to 0%
Weights on comparables with discounts were lower/(higher).
(2019: -40% to 0%)
Asking vs transaction:
2020: -15% to 0%
(2019: -20% to 0%)
Frontage sea view:
2020: -10% to +30%
(2019: -10% to +20%)
Maturity/development potential:
2020: -20% to 50%
(2019: -50% to 0%)
Weight allocation:
2020: +5% to 50%
(2019: +5% to +15%)
Azurna,
Market
Asking prices per m2:
2020: €3 to €126
The estimated fair value would increase/(decrease) if:
Croatia
approach
(2019: €3 to €126)
Asking prices per m2 were higher/(lower);
Premiums/(discounts) on the following:
Premiums were higher/(lower);
Location:
2020: -5% to 0%
Discounts were lower/(higher);
(2019: -5% to 0%)
Weights on comparables with premiums were higher/(lower);
Site size:
2020: -15% to 0%
Weights on comparables with discounts were lower/(higher).
(2019: -15% to 0%)
Asking vs transaction:
2020: 0%
(2019: 0%)
Quality factor:
2020: -5% to 15%
(2019: -5% to 15%)
Capacity:
2020: -5% to +8%
(2019: -5% to +8%)
Weight allocation:
2020: +15% to +35%
(2019: +25% to +40%)
17. DISPOSAL GROUPS HELD FOR SALE
In 2019, the Group completed the sale of six out of seven Seafront Villas in Greece (owned by the Collection Group) and was in the process of finalising the sale of the one remaining Villa. Accordingly, the remaining assets and liabilities of the Collection Group as at 31 December 2019, were presented as a disposal group held for sale. As shown in note 31, the Group as of 31 December 2020 has completed the disposal of the one remaining Seafront Villa.
As at 31 December 2019, Azurna (owner of 'Livka Bay') in Croatia and DCI Holdings Two Limited ('DCI H2') (owner of 'Aristo') were also presented as held for sale, but as the disposals did not materialise, they were classified out of held for sale as of 31 December 2020.
Impairment losses relating to the disposal group (Restated)
No impairment losses have been recognised during the year ended 31 December 2020 and 31 December 2019 for write-downs of the disposal group to the lower of its carrying amount and its fair value less costs to sell.
Assets and liabilities of disposal group held for sale
As at 31 December 2019, the disposal groups comprised the following assets and liabilities:
Collection disposal group
Total
(Restated)
€'000
€'000
Trading properties
1,124
1,124
Trade and other receivables
110
110
Cash and cash equivalents
54
54
1,288
1,288
Other investments
851
Assets held for sale
2,139
Trade and other payables
3,276
3,276
Liabilities held for sale
3,276
3,276
Other investments
Other investments consists of the valuation of the Company's holding of 9.6 million shares, equivalent to 13% of Itacare's share capital. Itacare is a real estate investment company formerly listed on AIM. Itacare's shareholders have decided to dispose of all its assets and after a series of asset sales/swaps, Itacare now owns two development sites which it is seeking to sell. Itacare was presented as held for sale as at 31 December 2019, but as the disposal did not materialise, as of 31 December 2020 it was classified out of held for sale.
Cumulative income or expenses included in other comprehensive income (Restated)
No cumulative income or expenses relating to the disposal group is included in other comprehensive income (31 December 2019: Νil).
18. equity-accounted investees
Single Purpose
Vehicle Fourteen
DCI H2
Limited ('SPV 14')
Total
Note
€'000
€'000
€'000
2020
At beginning of year
42,694
17,249
59,943
Share of (losses)/profits, net of tax
(9,415)
523
(8,892)
Share of revaluation surplus
-
208
208
Reversal of impairment loss
8b
9,415
-
9,415
At end of year
42,694
17,980
60,674
2019 (Restated)
At beginning of year
42,694
-
42,694
Additions
32
-
18,655
18,655
Share of profits/(losses), net of tax
1,305
(1,478)
(173)
Share of revaluation surplus
-
72
72
Impairment loss
8b
(1,305)
-
(1,305)
At end of year
42,694
17,249
59,943
SPV14
As stated in note 31, in 2019, SPV 10 entered into a joint venture agreement pursuant to which the Group's shareholding interest in SPV 14 (owner of 'One&Only Kea Resort') was decreased from 67% to 33%, as a result of dilution. The Group accounted for the remaining 33% interest as an equity-accounted investee.
DCI H2
As at 31 December 2020 and 31 December 2019, the Company's holding of 47.9% in DCI H2, has been classified as an equity accounted investee (as already stated in note 17). Pursuant to the terms of the transaction executed in August 2019, for the sale of 37 hectares in the area referred to as 'Atlantis', in the north of the Venus Rock project which was formerly owned by Aristo, to Aristo Ktimatiki (an entity controlled by Mr. Theodoros Aristodemou, chairman of Aristo), the Company as of 31 December 2020 received €0.5 million (31 December 2019: €5 million) cash consideration from Aristo Ktimatiki. The remaining €3.5 million that was due by 30 June 2020 is expected to be received during 2021. The corresponding preferred shares are being transferred by the Company to Aristo Ktimatiki on a prorated basis in line with the receipt of the commensurate instalment.
Following the impairment loss recognised in 2016, the investment in DCI H2 as at 31 December 2020 is presented at its recoverable amount of €42.7 million (2019: €42.7 million) which is equal to its carrying amount.
The details of the above investments are as follows:
Country of
Shareholding interest
Name
incorporation
Principal activities
31 December 2020
31 December 2019
SPV 14
Cyprus
Development of Kea Resort
33%
33%
DCI H2
BVIs
Acquisition and holding of real estate investments in Cyprus
48%
48%
The above shareholding interest percentages are rounded to the nearest integer.
The valuation techniques and significant unobservable inputs used in DCI H2 and Kea property valuation in years 2020 and 2019 are shown below:
Property
Valuation technique (see note 3)
Significant unobservable inputs
Kea, Greece
Income approach
Room occupancy rate (annual):
2020: 32% το 39%
(weighted average: 37%)
(2019: 32% to 39%
weighted average: 37%)
Average daily rate per occupied room:
2020: €990 tο €1,378
(weighted average €1,237)
(2019: €990 to €1,378
weighted average €1,237)
Gross operating margin rate:
2020: 9% το 35%
(weighted average 27%)
(2019: 8% to 35%)
weighted average 27%)
Terminal capitalisation rate:
2020: 11% (2019: 11%)
Quantity of villas:
2020: 39 (2019: 40)
Selling price per m2:
2020: €7,500 (2019: €6,400)
Expected annual growth in selling price:
2020: 0% to 3% (2019: 0% to 3%)
Cash flow velocity (years):
2020: 10 (2019: 10)
Risk-adjusted discount rate:
2020: 10% (2019: 11%)
Property in
Market approach
Asking prices per m2:
2020: €24 to €106 (2019: €24 to €176)
Famagusta, Cyprus
(sales comparison
Premiums/(discounts) on the following:
approach)
Location:
2020: 0% (2019: -20% to +20%)
Site size:
2020: 0% to +20% (2019: 0% to +20%)
Asking vs transaction:
2020: -20% to +15% (2019: -15% to 0%)
Frontage view:
2020: 0% to +30% (2019: only 0%)
Maturity/development potential:
2020: only 0% (2019: 0% to +20%)
Weight allocation:
2020: +10% to +25% (2019: +10% to +40%)
Property in Larnaka,
Market approach
Asking prices per m2:
2020: €71 to €281 (2019: €45 to €274)
Cyprus
(sales comparison
Premiums/(discounts) on the following:
approach)
Location:
2020: 0% (2019: 0%)
Site size:
2020: 0% to +30% (2019: 0% to +30%)
Asking vs transaction:
2020: -20% to -15% (2019: -15% to 0%)
Frontage view:
2020: -20% to 0% (2019: -20% to 0%)
Maturity/development potential:
2020: only 0% (2019: 0% to +20%)
Weight allocation:
2020: +15% to +40% (2019: +10% to +20%)
Property in Limassol,
Market approach
Asking prices per m2:
2020: €1 to €294 (2019: €1 to €294)
Cyprus
(sales comparison
Premiums/(discounts) on the following:
approach)
Location:
2020: -50% to 20% (2019: -50% to +30%)
Site size:
2020: -40% to +40% (2019: -40% to +40%)
Asking vs transaction:
2020: -20% to +25% (2019: -25% to 25%)
Frontage view:
2020: -20% to +50% (2019: -30% to +50%)
Maturity/development potential:
2020: -50% to +30% (2019: -50% to +30%)
Weight allocation:
2020: +5% to +30% (2019: +5% to +40%)
Property
Valuation technique (see note 3)
Significant unobservable inputs
Property in Nicosia,
Market approach
Asking prices per m2:
2020: €2 to €54 (2019: €2 to €46)
Cyprus
(sales comparison
Premiums/(discounts) on the following:
approach)
Location:
2020: -30% to +10% (2019: -20% to +20%)
Site size:
2020: -20% to 0% (2019: -20% to +20%)
Asking vs transaction:
2020: 0% to +25% (2019: -15% to 25%)
Frontage view:
2020: -50% to +50% (2019: -50% to +20%)
Maturity/development potential:
2020: 0% to +50% (2019: 0% to +30%)
Weight allocation:
2020: +5% to +50% (2019: +5% to +60%)
Property in Paphos,
Market approach
Asking prices per m2:
2020: €1 to €1.233 (2019: €1 to €953)
Cyprus
(sales comparison
Premiums/(discounts) on the following:
approach)
Location:
2020: -30% to +30% (2019: -30% to +40%)
Site size:
2020: -40% to +40% (2019: -40% to +40%)
Asking vs transaction:
2020: -30% to +25% (2019: -30% to 25%)
Frontage view:
2020: -50% to +50% (2019: -40% to +50%)
Maturity/development potential:
2020: -30% to +50% (2019: -20% to +50%)
Weight allocation:
2020: +5% to +60% (2019: +10% to +50%)
Golf Resort, Cyprus
Income approach
Quantity of villas: (174 sq.m each)
2020: 676 (2019: 675)
Quantity of appartments: (100 sq.m each)
2020: 231 (2019: 231)
Expected annual growth in selling price:
2020: 1% and 2% (2019: 1% and 2%)
Cash flow velocity (years):
2020: 11 (2019: 11)
Risk-adjusted discount rate:
2020: 9,10% (2019: 9,30%)
Total NPV of project:
2020: €72.700.000 (2019: €70.220.000)
average rate per sq.m of Villas:
2020: €3.000 (2019: €3.000)
average rate per sq.m of turist village:
2020: €2.400 (2019: €2.400)
average rate per sq.m of Appartments
2020: €2.100 (2019: €2.100)
As at 31 December 2020, SPV 14 had €33,060 thousand (31 December 2019: €38,292 thousand) contractual capital commitments on property, plant and equipment. Also, as at 31 December 2020, DCI H2 had €3,500 thousand (31 December 2019: €3,500 thousand) contractual capital commitments on investment property.
Summary of financial information for equity-accounted investees as at 31 December 2020 and 31 December 2019, not adjusted for the percentage of ownership held by the Group:
DCI H2
SPV 14
Total
€'000
€'000
€'000
31 December 2020
Current assets
142,254
5,713
147,967
Non-current assets
206,065
33,937
240,002
Total assets
348,319
39,650
387,969
Current liabilities
105,439
1,513
106,952
Non-current liabilities
49,803
2,178
51,981
Total liabilities
155,242
3,691
158,933
Net assets
193,077
35,959
229,036
Carrying amount of interest in investee
42,694
17,980
60,674
Revenues
13,158
-
13,158
(Loss)/profit
(19,643)
1,045
(18,598)
Other comprehensive income
-
416
416
Total comprehensive income
(19,643)
1,461
(18,182)
Group's share of (loss)/profit and total comprehensive income
(9,415)
731
(8,684)
31 December 2019 (Restated)
Current assets
145,439
11,692
157,131
Non-current assets
218,885
24,981
243,866
Total assets
364,324
36,673
400,997
Current liabilities
103,207
258
103,465
Non-current liabilities
48,397
1,916
50,313
Total liabilities
151,604
2,174
153,778
Net assets
212,720
34,499
247,219
Carrying amount of interest in investee
42,694
17,249
59,943
Revenues
64,263
-
64,263
Profit/(loss)
2,723
(1,831)
892
Other comprehensive income
-
139
139
Total comprehensive income
2,723
(1,692)
1,031
Group's share of profit/(loss) and total comprehensive income
1,305
(1,406)
(101)
19. Trading properties
Note
31 December 2020
31 December 2019
€'000
€'000
At beginning of year
60,826
4,699
Net direct additions
212
424
Net transfers from investment property
16
-
56,516
Impairment loss
8B
(1,269)
(813)
At end of year
59,769
60,826
Trading properties mainly comprise of land and construction costs of villas and holiday homes, in Kilada Hills Golf Resort in Peloponnese, Greece and La Vanta - Mediterra Resorts in Antalya,Turkey.
20. RECEIVABLES AND OTHER ASSETS
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Trade receivables
122
75
VAT receivables
771
1,215
Other receivables
425
141
Total trade and other receivables (see note 33)
1,318
1,431
Prepayments and other assets
12
21
Total
1,330
1,452
21. Cash and cash equivalents
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Bank balances (see note 33)
1,652
2,846
Cash in hand
9
8
Total
1,661
2,854
During the year, the Group had no fixed deposits.
22. capital and reserves
Capital
Authorised share capital
31 December 2020
31 December 2019
'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 issue
Share capital
Share premium
'000
€'000
€'000
Capital at 1 January 2019 and up to 31 December 2020
904,627
9,046
569,847
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
2020
2019
(Restated)
2020
2019
(Restated)
2020
2019
(Restated)
€'000
€'000
€'000
€'000
€'000
€'000
Loans in Euro
6,244
6,644
6,244
6,644
-
-
Redeemable preference shares
2,802
-
-
-
2,802
-
Total
9,046
6,644
6,244
6,644
2,802
-
On 18 December 2019, the Company signed an agreement with an international investor for a €12 million investment in the Kilada Hills Project. The investor has agreed to subscribe for both common and preferred shares. The total €12 million investment is payable in 24 monthly instalments of €500 thousand each. Under the terms of the agreement, the investor will be entitled to a priority return of the total investment amount from the net disposal proceeds realised from the project and will retain a 15% shareholding stake in Kilada. As of 31 December 2020, 4.38% of the ordinary shares have been transferred to the investor.
As of 31 December 2020, 3,500 redeemable preference shares were issued as fully paid with value of €1,000 per share (2019: nil). The redeemable preference shares are issued with a zero-coupon rate and are discounted with a 0.66% effective monthly interest rate, do not carry the right to vote and are redeemable when net disposal proceeds are realised from the Project. As at 31 December 2020, the fair value of the redeemable preference shares was €2,802 thousand (2019: nil).
During the year, the maturity date of the outstanding loan of Azurna has been extended to 31 December 2021.
Terms and conditions
The terms and conditions of outstanding loan were as follows:
Description
Currency
Interest rate
Maturity dates
31 December 2020
€'000
31 December 2019
€'000
Secured loan
Euro
2020: Euribor plus 4.25%
(2019: Euribor plus 4.25%)
2020:2021
(2019: 2020)
6,244
6,644
Total interest-bearing liabilities
6,244
6,644
Securities
As at 31 December 2020, 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 €20.9 million (2019: €25.8 million), two promissory notes, a debenture note and a letter of support from its parent company Single Purpose Vehicle Four Limited.
· Upon transfer of the entire amount of €12 million from the investor in accordance with the terms of the agreement, a mortgage will be set against the immovable property of the Kilada Hills Project, in the amount of €15 million (2019: nil).
On 1 July 2019, Symboula (owner of Apollo Heights in Cyprus) entered into an agreement for the full settlement of its loan amounting to €15,726 thousand with the loan acquirer for a total consideration of €6,150 thousand, creating a gain of €9,576 thousand (see note 8c).
Reconciliation of movements of liabilities to cash flows arising from financing activities
Loans and borrowings
€'000
Lease
liabilities
€'000
Non-controlling interests
€'000
Total
€'000
2020
Balance at the beginning of the year
6,644
3,036
5,681
15,361
Changes from financing cash flows:
Proceeds from issue of redeemable preference shares
3,500
-
-
3,500
Transaction costs related to loans and borrowings
(105)
-
-
(105)
Repayment of loans and borrowings
(250)
-
-
(250)
Payment of lease liability
(8)
-
(8)
Interest paid
(278)
-
-
(278)
Other movements
(724)
-
724
-
Total changes from financing cash flows
2,143
(8)
724
2,859
Other changes- Liability-related
New leases
-
353
-
353
Interest expense
408
24
-
432
Other movements
(149)
-
118
(31)
Total liability-related other changes
259
377
118
754
Balance at the end of the year
9,046
3,405
6,523
18,974
2019 (Restated)
Balance at the beginning of the year
24,475
3,013
5,752
33,240
Changes from financing cash flows:
Repayment of loans and borrowings
(8,024)
-
-
(8,024)
Payment of lease liability
-
(66)
-
(66)
Interest paid
(531)
-
-
(531)
Total changes from financing cash flows
(8,555)
(66)
-
(8,621)
Other changes- Liability-related
New leases
-
89
-
89
Interest expense
298
-
-
298
Gain on settlement of Symboula loan
(9,576)
-
-
(9,576)
Other movements
2
-
(71)
(69)
Total liability-related other changes
(9,276)
89
(71)
(9,258)
Balance at the end of the year
6,644
3,036
5,681
15,361
24. Deferred tax liabilities
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Balance at the beginning of the year
11,027
11,314
Recognised in profit or loss (see note 13)
(2,990)
(278)
Exchange differences
(37)
(9)
Balance at the end of the year
8,000
11,027
Deferred tax liabilities are attributable to the following:
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Investment properties
3,638
6,665
Trading properties
4,299
4,299
Property, plant and equipment
63
63
Total
8,000
11,027
25. lease LIABILITIES
31 December 2020
31 December 2019
Future
Present value
Future
Present value
minimum
of minimum
minimum
of minimum
lease
lease
lease
lease
payments
Interest
payments
payments
Interest
payments
€'000
€'000
€'000
€'000
€'000
€'000
Less than one year
30
1
29
8
-
8
Between two and five years
283
10
273
245
5
240
More than five years
4,302
1,199
3,103
3,963
1,175
2,788
Total
4,615
1,210
3,405
4,216
1,180
3,036
The major lease obligations comprise leases in Greece with 99-year lease terms.
26. DEFERRED REVENUE
31 December 2020
31 December 2019
€'000
€'000
Prepayment from clients
109
433
Total
109
433
27. Trade and other payables
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Trade payables
-
19
Land creditors
20,758
20,740
Investment Manager fees
3,498
1,932
Other payables and accrued expenses
5,260
4,127
Total
29,516
26,818
31 December 2020
31 December 2019
(Restated)
€'000
€'000
Non-current
20,366
20,529
Current
9,150
6,289
Total
29,516
26,818
Land creditors relate to contracts in connection with the purchase of land at Lavender Bay. The above outstanding amount bears an annual interest rate equal to the inflation rate, which cannot exceed 2%. Full settlement is due on 31 December 2025.
28. NAV per share
31 December 2020
31 December 2019
'000
'000
Total equity attributable to owners of the Company (€)
148,648
169,547
Number of common shares outstanding at end of year
904,627
904,627
NAV per share (€)
0.16
0.19
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 2020, 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
1,532
Andrew Coppel
942
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.
Directors' remuneration
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Remuneration
379
496
Total remuneration
379
496
The Directors' remuneration details for the years ended 31 December 2020 and 31 December 2019 were as follows:
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Andrew Coppel
179
237
Graham Warner
134
174
Mark Townsend
66
85
Total
379
496
Directors have reduced 25% of their fees for the period 1 April 2020 to 31 December 2020.
Miltos Kambourides has waived his fees.
29.2 Investment Manager remuneration
From 1 January 2020
to 31 December 2020
From 1 January 2019
to 31 December 2019
€'000
€'000
Fixed management fee
3,600
4,000
Total remuneration
3,600
4,000
On 9 April 2019, the Company signed an Amended and Restated Investment Management Agreement ('IMA'), effective from 1 January 2019, as follows:
i. Fixed management fee
The annual management fees for the period from 1 January 2019 to 31 December 2019 were €4 million and have been further reduced to €3.6 million per annum for 2020 and 2021.
Additionally, the IMA will expire at the earlier of 31 December 2021 or the sale of all of the Company's assets. There will be no fixed management fee due after 31 December 2021.
ii. Variable management fee
The variable management fee for the period from 1 January 2020 to 31 December 2021 shall be equal to a percentage of the actual distribution made by the Company to its shareholders, as shown below:
Aggregate Shareholder Distributions
% applied
on DistributionsUp to but excluding €30 million
Nil
€30 million up to but excluding €50 million
2.0%
€50 million up to but excluding €75 million
3.0%
€75 million up to but excluding €100 million
4.0%
€100 million up to but excluding €125 million
5.0%
€125 million or more
6.0%
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.
29.3 Other related parties
During the years ended 31 December 2020 and 31 December 2019 the Group did not enter into any significant related party transactions.
30. EQUITY-SETTLED SHARE-BASED PAYMENT ARRANGEMENTS
Director Awards
On 9 June 2015, Graham Warner was granted nil-cost share option awards under a Stock Incentive Plan (the 'Director Awards'). These awards would have vested 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 were 35p, 40p, 45p, and 50p. Director Awards remained exercisable up until the day before the fifth anniversary of the grant date of the awards. The number of shares to which the Director Awards related was 2,261,567 common shares of €0.01 each with reductions in the event that certain non-market performance targets were not met. During the year, the awards have lapsed since the vesting conditions were not met.
The most significant inputs used in the measurement of the grant date fair value of the Awards were 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 30 January 2020, the Group finalised the sale of the one remaining Seafront Villa (owned by the Collection Group), creating a net gain on disposal of €336 thousand (see note 17).
Collection
€'000
Trading properties
(1,124)
Cash and cash equivalents
(1)
Trade and other payables
1,461
Net liabilities
336
Net assets disposed of - 100%
336
Net proceeds on disposal
-
Gain on disposal recognised in profit or loss
336
Cash effect on disposal:
Net proceeds on disposal
-
Cash and cash equivalents
(1)
Net cash outflow on disposal
(1)
On 11 December 2018, the Company entered into a binding agreement for the sale of its interest in five Seafront Villas (owned by the Collection group) for a gross consideration of €4.05 million. The Group received €3.4 million on 2 January 2019 whilst the balance has been retained in escrow to cover any potential and contingent liabilities of the respective companies. During 2019, the Group also completed the sale of another Seafront Villa for a cash consideration of €0.4 million.
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 SPV 14, 100% holding company 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. In May 2019, following the satisfaction of all relevant conditions precedent included in the One&Only at Kea Island ('OOKI') Subscription Agreement, the Group signed the completion documents with Kerzner International Management FZ LLC (current owner of 40% of the project) and Kea Assets Limited (current owner of 10% of the project). As a result, the Company's percentage holding in the project fell from 67% to 33%, which is retained as an equity-accounted investee (see note 18). The turn-key construction contract for the development of OOKI was executed on 9 August 2019.
Collection
Kea
Total
€'000
€'000
€'000
Investment property
-
(10,361)
(10,361)
Property, plant and equipment
-
(10,737)
(10,737)
Trading properties
(4,489)
-
(4,489)
Receivables and other assets
-
(28)
(28)
Cash and cash equivalents
(11)
(181)
(192)
Deferred tax liabilities
-
2,132
2,132
Trade and other payables
15
1,866
1,881
Net assets
(4,485)
(17,309)
(21,794)
Net assets disposed of - 100%
(4,485)
(17,309)
(21,794)
Net proceeds on disposal
3,769
-
3,769
Investment in equity-accounted investee (note 18)
-
18,655
18,655
(Loss)/gain on disposal recognised in profit or loss
(716)
1,346
630
Cash effect on disposal:
Net proceeds on disposal
3,769
-
3,769
Cash and cash equivalents
(11)
(181)
(192)
Net cash inflow/(outflow) on disposal
3,758
(181)
3,577
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 2020
MCO 1
(Kilada)
€'000
SPV 10
(Kea Resort)
€'000
Non-controlling interests' percentage
4.38%
33.33%
Non-current assets
7,869
17,980
Current assets
57,658
16
Non-current liabilities
(47,694)
-
Current liabilities
(4,157)
(212)
Net assets
13,676
17,784
Carrying amount of non-controlling interests
598
5,927
Revenue
-
-
(Loss)/profit
(3,594)
517
Other comprehensive income
-
208
Total comprehensive income
(3,594)
725
(Loss)/profit allocated to non-controlling interests
(126)
172
Other comprehensive income allocated to non-controlling interests
-
69
Cash flow used in operating activities
(295)
(1)
Cash flow used in investing activities
(2,330)
-
Cash flow from financing activities
1,918
-
Net decrease in cash and cash equivalents
(707)
(1)
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 2019
SPV 10
(Kea Resort)
€'000
Non-controlling interests' percentage
33.33%
Non-current assets
17,249
Current assets
16
Non-current liabilities
-
Current liabilities
(207)
Net assets
17,058
Carrying amount of non-controlling interests
5,686
Revenue
-
Loss
(284)
Other comprehensive income
69
Total comprehensive income
(215)
Loss allocated to non-controlling interests
(71)
Other comprehensive income allocated to non-controlling interests
-
Cash flow from operating activities
1
Cash flow used in investing activities
-
Cash flow from financing activities
-
Net increase in cash and cash equivalents
1
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 2020
31 December 2019
(Restated)
€'000
€'000
Trade and other receivables (see note 20)
1,318
1,431
Cash and cash equivalents (see note 21)
1,652
2,846
Total
2,970
4,277
Trade and other receivables
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 2020
31 December 2019
(Restated)
No. of Banks
€'000
No. of Banks
€'000
Bank group based on credit ratings by Moody's
Rating Aaa to A
1
267
1
2,054
Rating Baa to B
3
501
3
541
Rating Caa to C
3
884
3
251
Total bank balances
1,652
2,846
(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 2020
Loans and borrowings
9,046
(9,983)
(6,483)
(2,400)
(1,100)
-
Lease obligations
3,405
(4,615)
(30)
(71)
(212)
(4,302)
Land creditors
20,758
(24,957)
(1,295)
(1,280)
(22,382)
Trade and other payables
7,752
(7,752)
(7,752)
-
-
-
40,961
(47,307)
(15,560)
(3,751)
(23,694)
(4,302)
31 December 2019 (Restated)
Loans and borrowings
6,644
(6,694)
(6,694)
-
-
-
Lease obligations
3,036
(4,216)
(8)
(8)
(237)
(3,963)
Land creditors
20,740
(26,266)
(1,310)
(1,295)
(23,661)
-
Trade and other payables
4,618
(4,618)
(4,618)
-
-
-
35,038
(41,794)
(12,630)
(1,303)
(23,898)
(3,963)
(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 €62 thousand (2019: €66 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.
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 2020, the Group had a total of €1,395 thousand contractual capital commitments on property, plant and equipment (2019: €45 thousand).
35. Contingent liabilities
Companies of the Group are involved in pending litigation. This 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.
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 3 June 2021 the Company entered into a €15 million senior secured term loan facility agreement with two institutional private credit providers acting on behalf of their managed and advised funds. The interest rate is 12.5% and the initial maturity date falls 18 months from the loan draw-down and is subject to a six-month extension at Company's option with a 2% interest step-up. The facility agreement includes mandatory prepayment clauses with regard to revenues realized by the Company from the disposal of its asset as well as standard event of default provisions including, inter alia, borrower change of control, termination of investment management agreement and cancelation of existing borrower securities listing.
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 2020.
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