REG - Dolphin Capital Inv - Half-year Report <Origin Href="QuoteRef">DOLC.L</Origin> - Part 2
29/09/2017 07:07
- Part 2: For the preceding part double click ID:nRSc1693Sa
Investment property 16 176,553 176,548
Deferred tax assets 24 995 996
Non-current assets 264,155 265,191
Trading properties 18 30,214 29,763
Trade and other receivables 19 7,787 4,001
Cash and cash equivalents 20 14,653 4,698
Assets held for sale 17 106,708 162,435
Current assets 159,362 200,897
Total assets 423,517 466,088
Equity
Share capital 21 9,046 9,046
Share premium 21 569,847 569,847
Retained deficit (368,337) (365,689)
Other reserves 8,075 20,683
Equity attributable to owners of the Company 218,631 233,887
Non-controlling interests 4,925 17,993
Total equity 223,556 251,880
Liabilities
Loans and borrowings 22 78,114 79,521
Finance lease liabilities 23 2,912 2,934
Deferred tax liabilities 24 25,379 24,255
Trade and other payables 26 27,764 6,479
Deferred revenue 25 7,108 7,230
Non-current liabilities 141,277 120,419
Loans and borrowings 22 11,126 12,749
Finance lease liabilities 23 84 48
Trade and other payables 26 13,535 43,112
Deferred revenue 25 17,687 10,683
Liabilities held for sale 17 16,252 27,197
Current liabilities 58,684 93,789
Total liabilities 199,961 214,208
Total equity and liabilities 423,517 466,088
Net asset value ('NAV') per share (E) 27 0.24 0.26
Condensed consolidated interim statement of changes in equity
For the six-month period ended 30 June 2017
Attributable to owners of the Company
Share Share Translation Revaluation Retained Non-controlling Total
capital premium reserve reserve deficit Total interests equity
E'000 E'000 E'000 E'000 E'000 E'000 E'000 E'000
Balance at 1 January 2016 9,046 569,847 23,939 463 (121,706) 481,589 34,939 516,528
TOTAL COMPREHENSIVE INCOME
Loss - - - - (162,417) (162,417) (574) (162,991)
Other comprehensive income
Foreign currency translation differences - - (2,189) - - (2,189) (580) (2,769)
Share of revaluation on equity-accounted investees - - - 17 - 17 - 17
Total other comprehensive income - - (2,189) 17 - (2,172) (580) (2,752)
Total comprehensive income - - (2,189) 17 (162,417) (164,589) (1,154) (165,743)
TRANSACTIONS WITH OWNERS OF THE COMPANY
Contributions and distributions
Equity-settled share-based payment arrangements - - - - 310 310 - 310
Total contributions and distributions - - - - 310 310 - 310
Changes in ownership interests
Movement in non-controlling interests - - - - - - 146 146
Total changes in ownership interests - - - - - - 146 146
Total transactions with owners of the Company - - - - 310 310 146 456
Balance at 30 June 2016 9,046 569,847 21,750 480 (283,813) 317,310 33,931 351,241
Balance at 1 January 2017 9,046 569,847 16,345 4,338 (365,689) 233,887 17,993 251,880
TOTAL COMPREHENSIVE INCOME
(Loss)/profit - - - - (2,682) (2,682) 4,874 2,192
Other comprehensive income
Foreign currency translation differences - - (12,608) - - (12,608) (585) (13,193)
Total other comprehensive income - - (12,608) - - (12,608) (585) (13,193)
Total comprehensive income - - (12,608) - (2,682) (15,290) 4,289 (11,001)
TRANSACTIONS WITH OWNERS OF THE COMPANY
Contributions and distributions
Non-controlling interests on capital increases of subsidiaries - - - - - - 95 95
Equity-settled share-based payment arrangements - - - - 34 34 - 34
Total contributions and distributions - - - - 34 34 95 129
Changes in ownership interests
Disposal of subsidiary with non-controlling interests - - - - - - (17,452) (17,452)
Total changes in ownerships interests - - - - - - (17,452) (17,452)
Total transactions with owners of the Company - - - - 34 34 (17,357) (17,323)
Balance at 30 June 2017 9,046 569,847 3,737 4,338 (368,337) 218,631 4,925 223,556
Condensed consolidated interim statement of cash flows
For the six-month period ended 30 June 2017
From 1 January 2017to 30 June 2017 From 1 January 2016to 30 June 2016
E'000 E'000
Cash flows from operating activities
Profit/(loss) 2,192 (162,991)
Share of losses on equity-accounted investees, net of tax - 34,389
Impairment loss on equity-accounted investees - 109,265
Net change in fair value of investment property - 11
Impairment loss on re-measurement of disposal groups - 205
Gain on disposal of investment in subsidiaries (299) (1,197)
Gain on disposal of equity-accounted investees held for sale (4) -
Other adjustments (11,504) 11,390
(9,615) (8,928)
Changes in:
Receivables (4,563) 1,533
Payables 3,785 (30)
Cash used in operating activities (10,393) (7,425)
Tax received 9 66
Net cash used in operating activities (10,384) (7,359)
Cash flows from investing activities
Proceeds from disposal of subsidiaries, net of cash disposed of 26,293 -
Proceeds from disposal of equity-accounted investees held for sale 700 -
Net acquisitions of investment property (5) (11)
Net acquisitions of property, plant and equipment (135) (1,684)
Net change in trading properties (258) 2,707
Net change in net assets held for sale 641 29
Interest received - 22
Net cash from investing activities 27,236 1,063
Cash flows from financing activities
Funds received from non-controlling interests 95 -
Change in loans and borrowings (1,922) (18,273)
Change in finance lease obligations 14 (10)
Interest paid (5,084) (5,693)
Net cash used in financing activities (6,897) (23,976)
Net increase/(decrease) in cash and cash equivalents 9,955 (30,272)
Cash and cash equivalents at the beginning of the period 4,698 41,990
Effect of exchange rate fluctuations on cash held - (480)
Cash and cash equivalents at the end of the period 14,653 11,238
For the purpose of the condensed consolidated interim statement of cash flows, cash and cash equivalents consist of the following:
Cash in hand and at bank (see note 20) 14,653 11,238
Cash and cash equivalents at the end of the period 14,653 11,238
Notes to the condensed consolidated interim financial statements
For the six-month period ended 30 June 2017
1. REPORTING ENTITY
Dolphin Capital Investors Limited (the 'Company') was incorporated and registered in the British Virgin Islands ('BVIs') on
7 June 2005. The Company is a real estate investment company focused on the early-stage, large-scale leisure-integrated
residential resorts in south-east Europe and the Americas, and managed by Dolphin Capital Partners Limited (the 'Investment
Manager'), an independent private equity management firm that specialises in real estate investments, primarily in
south-east Europe. The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange
('AIM') on 8 December 2005.
The condensed consolidated interim financial statements of the Company as at and for the six-month period ended 30 June
2017 comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group') and the
Group's interests in associates.
2. Basis of preparation
(a) Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial
Reporting'. They do not include all of the information required for full annual financial statements and should be read in
conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2016. They are
presented in euro (E), rounded to the nearest thousand.
These condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 28
September 2017.
(b) Basis of preparation
The condensed consolidated interim financial statements of the Company for the six-month period ended 30 June 2017 have
been prepared taking into account the Company's intention to dispose of all of its assets by 31 December 2019, as further
explained below. The basis of preparation used continues to be in accordance with IAS 34.
Based on the Company's new asset strategy approved by its shareholders in December 2016, the Company's objective is to
dispose of all of the Company's assets by 31 December 2019. The allocation of any additional capital investment into any of
the Company's projects will be substantially sourced from third party capital providers and with the sole objective of
enhancing the respective asset's realisation potential until 31 December 2019. The Board expects to return the proceeds
from asset disposals to shareholders, as the orderly realisation of the Company's assets progresses and taking into account
the Company's liquidity position and working capital requirements. In the event that any assets are still held by the
Company shortly before 31 December 2019, the Board will convene a shareholders' meeting at which appropriate resolutions
for the future of the Company will be proposed.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as
those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2016.
4. ESTIMATES
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those applied
to the consolidated financial statements as at and for the year ended 31 December 2016.
Going concern assumptions
The Group's cash flow forecasts for the foreseeable future involve uncertainties related primarily to the exact disposal
proceeds and timing of disposals of the assets expected to be disposed of. Management believes that the proceeds from
forecasted asset sales will be sufficient to maintain the Group's cash flow forecasts at a positive level. Should the need
arise, management is confident that it can secure additional banking facilities and/or obtain waivers on existing ones,
until planned asset sales are realised and proceeds received. If for any reason the Group is unable to continue as a going
concern, then this could have an impact on the Group's ability to realise assets at their recognised values and to
extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements.
5. PRINCIPAL SUBSIDIARIES
As at 30 June 2017, the Group's most significant subsidiaries were the following:
Country of Shareholding
Name Project incorporation interest
Scorpio Bay Holdings Limited Scorpio Bay Resort Cyprus 100%
Scorpio Bay Resorts S.A. Scorpio Bay Resort Greece 100%
Latirus Enterprises Limited Sitia Bay Golf Resort Cyprus 80%
Iktinos Techniki Touristiki S.A. ('Iktinos') Sitia Bay Golf Resort Greece 78%
Xscape Limited Lavender Bay Resort Cyprus 100%
Golfing Developments S.A. Lavender Bay Resort Greece 100%
MindCompass Overseas Limited Kilada Hills Golf Resort Cyprus 100%
MindCompass Overseas S.A. Kilada Hills Golf Resort Greece 100%
MindCompass Overseas Two S.A. Kilada Hills Golf Resort Greece 100%
MindCompass Parks S.A. Kilada Hills Golf Resort Greece 100%
Dolphin Capital Greek Collection Limited Kilada Hills Golf Resort Cyprus 100%
DCI Holdings One Limited ('DCI H1') Aristo Developers BVIs 100%
D.C. Apollo Heights Polo and Country Resort Limited Apollo Heights Resort Cyprus 100%
Symboula Estates Limited Apollo Heights Resort Cyprus 100%
DolphinCI Fourteen Limited ('DCI 14') Amanzoe Cyprus 100%
Eidikou Skopou Dekatessera S.A. ('ES 14') Amanzoe Greece 100%
Eidikou Skopou Dekaokto S.A. ('ES 18') Amanzoe Greece 100%
Single Purpose Vehicle Two Limited ('SPV 2') Amanzoe Cyprus 64%
EidikouSkopouEikosiEnaS.A. Amanzoe Greece 64%
AzurnaUvalaD.o.o. ('Azurna') Livka Bay Resort Croatia 100%
Eastern Crete Development Company S.A. Plaka Bay Resort Greece 100%
DolphinLux 2 S.a.r.l. La Vanta- Mediterra Resorts Luxembourg 100%
Kalkan Yapi ve Turizm A.S. ('Kalkan') La Vanta- Mediterra Resorts Turkey 100%
Single Purpose Vehicle Eight Limited Triopetra Cyprus 100%
Eidikou Skopou Dekapente S.A. Triopetra Greece 100%
Single Purpose Vehicle Ten Limited ('SPV 10') Kea Resort Cyprus 67%
Eidikou Skopou Eikosi Tessera S.A. Kea Resort Greece 67%
The above shareholding interest percentages are rounded to the nearest integer.
6. revenue
From 1 January 2017 to 30 June 2017 From 1 January 2016 to 30 June 2016
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
E'000 E'000 E'000 E'000 E'000 E'000
Income from hotel operations 4,747 - 4,747 3,582 4,319 7,901
Income from operation of golf courses - - - - 125 125
Sale of trading and investment properties - - - 2,510 3,585 6,095
Rental income 12 - 12 52 - 52
Other income 709 - 709 399 1,305 1,704
Total 5,468 - 5,468 6,543 9,334 15,877
7. COST OF SALES
From 1 January 2017 to 30 June 2017 From 1 January 2016 to 30 June 2016
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
E'000 E'000 E'000 E'000 E'000 E'000
Cost of sales related to:
Hotel operations 2,308 - 2,308 1,615 2,128 3,743
Golf course operations - - - - 143 143
Sales of trading and investment properties - - - 1,378 2,377 3,755
Commission to agents and other - - - 57 - 57
Personnel expenses (see below) 2,295 254 2,549 2,118 2,620 4,738
Branding management fees 326 - 326 1,189 - 1,189
Other operating expenses 73 114 187 485 12 497
Total 5,002 368 5,370 6,842 7,280 14,122
Personnel expenses
Continuing operations
From 1 January 2017 to 30 June 2017
Hotel & leisure operations Project maintenance & development Total
E'000 E'000 E'000
Wages and salaries 1,682 97 1,779
Compulsory social security contributions 419 15 434
Other personnel costs 74 8 82
Total 2,175 120 2,295
The average number of employees employed by the Group during the period was 149 22 171
Discontinued operation
From 1 January 2017 to 30 June 2017
Hotel & leisure operations Project maintenance & development Total
E'000 E'000 E'000
Wages and salaries - 174 174
Compulsory social security contributions - 37 37
Other personnel costs - 43 43
Total - 254 254
The average number of employees employed by the Group during the period was - 33 33
Continuing operations
From 1 January 2016 to 30 June 2016
Hotel & leisure operations Project maintenance & development Total
E'000 E'000 E'000
Wages and salaries 1,407 233 1,640
Compulsory social security contributions 343 50 393
Other personnel costs 73 12 85
Total 1,823 295 2,118
The average number of employees employed by the Group during the period was 128 30 158
Discontinued operation
From 1 January 2016 to 30 June 2016
Hotel & leisure operations Project maintenance & development Total
E'000 E'000 E'000
Wages and salaries 836 1,079 1,915
Compulsory social security contributions 93 166 259
Other personnel costs 364 82 446
Total 1,293 1,327 2,620
The average number of employees employed by the Group during the period was 269 110 379
8. INCOME AND EXPENSES
A. DISPOSAL OF INVESTMENTS
From 1 January 2017 to 30 June 2017 From 1 January 2016 to 30 June 2016
Continuing Discontinued Continuing operations Discontinued operation Total
Note operations operation Total (Restated) (Restated) (Restated)
E'000 E'000 E'000 E'000 E'000 E'000
Gain on disposal of investment in subsidiaries 29 - 299 299 1,197 - 1,197
Gain on disposal of equity-accounted investees held for sale 17 4 - 4 - - -
Total 4 299 303 1,197 - 1,197
B. CHANGE IN VALUATIONS
From 1 January 2017 to 30 June 2017 From 1 January 2016 to 30 June 2016
Continuing Discontinued Continuing operations Discontinued operation Total
Note operations operation Total (Restated) (Restated) (Restated)
E'000 E'000 E'000 E'000 E'000 E'000
Net change in fair value of investment property 10 - - - - (11) (11)
Impairment loss on re-measurement of disposal groups 17 - - - (205) - (205)
Impairment loss on equity-accounted investees 17 - - - (109,265) - (109,265)
Total - - - (109,470) (11) (109,481)
9. SEGMENT REPORTING
Operating segments
The Group has two reportable operating segments, the 'Hotel & leisure operations' and 'Construction & development'
segments. Information related to each operational reportable segment is set out below. Segment profit/(loss) before tax is
used to measure performance as management believes such information is the most relevant in evaluating the results of the
respective segments relative to other entities that operate in the same industries.
Hotel & leisure operations Construction & development Other Reportable segments' totals
Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation
E'000 E'000 E'000 E'000 E'000 E'000 E'000 E'000
30 June 2017
Revenue 4,747 - 8 - 713 - 5,468 -
Cost of sales (4,838) - (119) (368) (45) - (5,002) (368)
Investment Manager remuneration - - - - (4,606) - (4,606) -
Directors' remuneration - - - - (422) - (422) -
Depreciation charge (1,171) - (4) - - - (1,175) -
Professional fees - - (88) (29) (2,223) (53) (2,311) (82)
Administrative and other expenses - - (62) (80) (745) (853) (807) (933)
Gain on disposal of investment in subsidiaries - - - - - 299 - 299
Gain on disposal of equity-accounted investees held for sale - - 4 - - - 4 -
Results from operating activities (1,262) - (261) (477) (7,328) (607) (8,851) (1,084)
Finance income - - 85 - 3,883 13,415 3,968 13,415
Finance costs (1,761) - (770) - (1,635) - (4,166) -
Net finance (costs)/income (1,761) - (685) - 2,248 13,415 (198) 13,415
(Loss)/profit before taxation (3,023) - (946) (477) (5,080) 12,808 (9,049) 12,331
Taxation - - (8) - (1,082) - (1,090) -
(Loss/profit (3,023) - (954) (477) (6,162) 12,808 (10,139) 12,331
Hotel & leisure operations Construction & development Other Reportable segments' totals
Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation
E'000 E'000 E'000 E'000 E'000 E'000 E'000 E'000
30 June 2016 (Restated)
Revenue 3,582 4,444 2,517 3,585 444 1,305 6,543 9,334
Cost of sales (4,213) (4,220) (2,268) (3,030) (361) (30) (6,842) (7,280)
Investment Manager remuneration - - - - (4,511) - (4,511) -
Directors' remuneration - - - - (1,071) - (1,071) -
Depreciation charge (1,103) (116) - (182) - - (1,103) (298)
Professional fees - - (97) (1,139) (2,720) (98) (2,817) (1,237)
Administrative and other expenses - - (117) (168) (1,404) (276) (1,521) (444)
Gain on disposal of investment in subsidiaries - - - - 1,197 - 1,197 -
Net change in fair value of investment property - - - - - (11) - (11)
Impairment loss on equity-accounted investees - - (109,265) - - - (109,265) -
Impairment loss on re-measurement of disposal groups (205) - - - - - (205) -
Results from operating activities (1,939) 108 (109,230) (934) (8,426) 890 (119,595) 64
Finance income - - - - 22 - 22 -
Finance costs (2,129) - (237) (1,553) (4,649) (844) (7,015) (2,397)
Net finance costs (2,129) - (237) (1,553) (4,627) (844) (6,993) (2,397)
Share of profit on equity-accounted investees, net of tax - - (34,389) - - - (34,389) -
(Loss)/profit before taxation (4,068) 108 (143,856) (2,487) (13,053) 46 (160,977) (2,333)
Taxation - - 46 - 273 - 319 -
(Loss)/profit (4,068) 108 (143,810) (2,487) (12,780) 46 (160,658) (2,333)
Geographical segments
Information in relation to the geographical regions in which the Group operates, is set below:
Americas1(Discontinued) South-East Europe2 Other3 Reportable segment totals Adjustments4 Consolidated totals
E'000 E'000 E'000 E'000 E'000 E'000
30 June 2017
Property, plant and equipment - 86,607 - 86,607 - 86,607
Investment property - 176,553 - 176,553 - 176,553
Trading properties - 30,214 - 30,214 - 30,214
Cash and cash equivalents - 5,088 9,565 14,653 - 14,653
Assets held for sale 893 105,815 - 106,708 - 106,708
Intra-group debit balances - 50,767 581,489 632,256 (632,256) -
Other assets - 6,825 2,734 9,559 - 9,559
Total assets 893 461,869 593,788 1,056,550 (632,256) 424,294
Loans and borrowings - 89,240 - 89,240 - 89,240
Finance lease liabilities - 2,996 - 2,996 - 2,996
Deferred tax liabilities - 25,379 - 25,379 - 25,379
Liabilities held for sale - 16,252 - 16,252 - 16,252
Intra-group credit balances - 428,509 203,747 632,256 (632,256) -
Other liabilities - 63,308 3,563 66,871 - 66,871
Total liabilities - 625,684 207,310 832,994 (632,256) 200,738
Revenue - 5,468 - 5,468 - 5,468
Cost of sales - (5,002) - (5,002) - (5,002)
Investment Manager remuneration - (700) (3,906) (4,606) - (4,606)
Other operating expenses - (2,851) (1,860) (4,711) - (4,711)
Net finance cost - (143) (55) (198) - (198)
Loss before taxation - (3,228) (5,821) (9,049) - (9,049)
Taxation - (1,090) - (1,090) - (1,090)
Loss from continuing operations - (4,318) (5,821) (10,139) - (10,139)
Profit from discontinued operation, net of tax 12,331 - - 12,331 - 12,331
Profit/(loss) 12,331 (4,318) (5,821) 2,192 - 2,192
Americas1(Discontinued) South-East Europe2 Other3 Reportable segment totals Adjustments4 Consolidated totals
E'000 E'000 E'000 E'000 E'000 E'000
31 December 2016
Property, plant and equipment - 87,647 - 87,647 - 87,647
Investment property - 176,548 - 176,548 - 176,548
Trading properties - 29,763 - 29,763 - 29,763
Cash and cash equivalents - 3,415 1,283 4,698 - 4,698
Assets held for sale 55,909 106,526 - 162,435 - 162,435
Intra-group debit balances 15,277 51,899 589,489 656,665 (656,665) -
Other assets - 4,112 885 4,997 - 4,997
Total assets 71,186 459,910 591,657 1,122,753 (656,665) 466,088
Loans and borrowings - 92,270 - 92,270 - 92,270
Finance lease liabilities - 2,982 - 2,982 - 2,982
Deferred tax liabilities - 24,255 - 24,255 - 24,255
Liabilities held for sale 10,800 16,397 - 27,197 - 27,197
Intra-group credit balances 170,031 425,771 60,863 656,665 (656,665) -
Other liabilities - 64,678 2,826 67,504 - 67,504
Total liabilities 180,831 626,353 63,689 870,873 (656,665) 214,208
30 June 2016 (Restated)
Revenue - 6,543 - 6,543 - 6,543
Cost of sales - (6,842) - (6,842) - (6,842)
Disposal of investments - 1,197 - 1,197 - 1,197
Change in valuations - (109,470) - (109,470) - (109,470)
Share of losses on equity-accounted investees, net of tax - (34,389) - (34,389) - (34,389)
Investment Manager remuneration - (640)
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