Annual / Quarterly Financial Statement • Jun 4, 2020
Annual / Quarterly Financial Statement
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| Page | |
|---|---|
| Board of Directors and other officers | 1 |
| Declaration of Directors and other responsible officers of the Company for the preparation of the financial statements |
2 |
| Management Report | 3 – 8 |
| Independent auditor's report | 9 – 15 |
| Consolidated income statement | 16 |
| Consolidated statement of comprehensive income | 17 |
| Company's income statement | 18 |
| Company's statement of comprehensive income | 19 |
| Consolidated balance sheet | 20 – 21 |
| Company's balance sheet | 22 |
| Consolidated statement of changes in equity | 23 – 24 |
| Company's statement of changes in equity | 25 |
| Consolidated statement of cash flows | 26 |
| Company's statement of cash flows | 27 |
| Notes to the financial statements | 28 – 71 |
George St. Galatariotis (Executive Chairman) Costas St. Galatariotis (Executive Director) Stavros G. St. Galatariotis (Executive Director) Tasos Anastasiou (Director) Michalis Moushouttas (Director) Antonis Antoniou Latouros (Director)
Elena Stylianou
197 Μakariou ΙΙΙ Avenue Gala Tower CY-3030 Limassol Cyprus
PriceWaterhouseCoopers Ltd City House Karaiskaki 6 3032 Limassol, Cyprus
197 Μakariou ΙΙΙ Avenue Gala Tower CY-3030 Limassol Cyprus
In accordance with Article 9 sections 3 (c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law of 2007 (N190(I) 2007), as this was amended, we, the members of the Board of Directors and the Company officials responsible for the drafting of the consolidated and separate financial statements of The Cyprus Cement Public Company Limited for the year ended 31 December 2019, we confirm that, to the best of our knowledge:
| Name and surname | Signature |
|---|---|
| George St. Galatariotis (Executive Chairman) | |
| Costas St. Galatariotis (Executive Director) | |
| Stavros G. St. Galatariotis (Executive Director) | |
| Tasos Anastasiou (Director) | |
| Michalis Moushouttas (Director) | |
| Antonis Antoniou Latouros (Director) |
| Name and surname | Signature |
|---|---|
| Elena Stylianou (Financial Manager) |
Limassol, 8 May 2020
1 The Board of Directors of The Cyprus Cement Public Company Limited (the "Company"), and its subsidiaries, collectively referred to as the "Group", presents its Management Report together with the audited consolidated financial statements of the Group and the audited separate financial statements of the Company for the year ended 31 December 2019.
2 The principal activities of the Group and the Company are the development/exploitation of land and the undertaking of strategic investments in companies operating in hotel and tourism industry and in the production and sale of cement and related business.
3 During the year there has been no change in Company's/Group structure. The Company/Group do not intend to make any redemption or merger.
4 The Group's net profit for year 2019 amounted to €4.726 thousand compared to €3.570 thousand in 2018. The increase in Group's net profit is due to the increased results from its associated company, Vassiliko Cement Works Public Company Limited (2019: €5.159 thousand, 2018: €4.048 thousand). This is due to the improvement of the results of its associated company due to increased revenue and the profit realised from the sale of shares held in associated companies. On 31 December 2019 the total assets of the Group were €329.842 thousand (2018: €327.479 thousand) and the total net assets were €284.112 thousand (2018: €281.813 thousand).
5 The Company's net profit for the year 2019 amounted to €3.441 thousand compared to €4.786 thousand in 2018. The decrease in the Company's net profit is due to the fact that the Company received dividends from its associated Vassiliko Cement Works Public Company Ltd of €3.276 thousand compared to €4.641 thousand in 2018. On 31 December 2019 the total assets of the Company were €317.642 thousand (2018: €316.546 thousand) and the net assets were €273.542 thousand (2018: €272.510 thousand).
6 The financial position, development and performance of the Company and Group as presented in these financial statements are considered satisfied.
7 The Group/Company take into consideration and complies with all health, safety and environmental regulations that affect the operations where the Group/Company operates. In this context, the Board of Directors monitors on an ongoing basis non-financial Key Performance Indicators in relation to health, safety and environmental regulations. Until now, the Group/Company has not violated any of the aforementioned regulations. The Group/Company is not involved in any legal, governmental or arbitral proceedings that will result in any material obligations to the Group/Company. This is in line with the general culture and vision of the Group/Company.
8 The major risks and uncertainties of the Group and the Company are disclosed in Notes 1, 6 and 27. The Group and the Company's activities are subject to various risks and uncertainties, the most significant of which are the risks connected to the construction and tourist industry. These activities are influenced by a number of factors which include, but are not limited to:
The Group/Company monitors these risks through various mechanisms and revises its strategy in order to mitigate, to the extent this is possible, the impact of such risks.
Furthermore, the Group's/Company's Board of Directors closely monitors the local and international developments and takes all necessary measures it can in order to mitigate the negative impact from the spread of COVID-19.
9 The Group's/Company's activities expose it to a variety of financial risks: market risk (including fair value interest rate risk), credit risk and liquidity risk.
10 The Company's and the Group's risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. Risk management is carried out by the Board of Directors.
11 The Group's/Company's interest rate risk arises from interest-bearing assets. Interest-bearing assets issued at fixed rates expose the Group and the Company to fair value interest rate risk.
12 At 31 December 2019, the Group's interest-bearing assets issued at fixed rate amounted to €10.659 thousand. The Company's interest-bearing assets issued at fixed rate amounted to €10.659 thousand. The Group's/Company's management monitors the fluctuations in interest rates on a continuous basis and acts accordingly. The Group/Company does not apply hedge accounting for fair value interest rate risk.
13 Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost and deposits with banks and financial institutions.
14 For banks and financial institutions, only independently parties are accepted. The Management estimates the contracting parties' credit quality, taking into consideration its financial performance, past experience and other factors.
15 The Board of Directors monitors current liquidity on the basis of expected cash flows. Prudent liquidity risk management implies sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Board of Directors believes the management of the Group's/Company's exposure to liquidity risk is successful.
16 The Board of Directors does not expect any significant changes or developments in Company's and the Group's operations, financial position and performance for the foreseeable future.
With the recent and rapid development of the Coronavirus disease (COVID-19) outbreak the world economy entered a period of unprecedented health care crisis that has already caused considerable global disruption in business activities and everyday life. The extend of this pandemic and its impact on the financial results of the Group/Company cannot be predicted with certainty. It is clear however that the draconian regulatory steps which have been imposed by the authorities in order to contain and mitigate the impact on the health of the citizens, will have a major impact on the real economy, the hotel industry, the real estate and the construction industry for the remainder of the year. The Group/Company expects to see a deterioration in its financial results for the year which cannot be estimated with reasonable certainty at this stage (Note 1 and 29).
17 The Group's results for the year are set out on pages 16 and 17 and the Company's results are set out on pages 18 and 19. Having assessed both the availability of profits for distribution and the Group's/Company's liquidity, the shareholders approved the payment of dividend as presented below.
18 On 21st June 2019, the Annual General Meeting of the Company's Shareholders approved the payment of dividend of €0,0175 cents per share, amounted to €2.408 thousand, out of the profits of year 2018. The dividends were paid to the shareholders on 25th July 2019.
19 There were no changes to the share capital of the Company during the year 2019.
20 The members of the Board of Directors at 31 December 2019 and at the date of this report are presented on page 1. All of them were members of the Board throughout the year 2019.
21 In accordance with the Company's Articles of Association Messrs. Costas St. Galatariotis and Stavros Galatariotis retire at the next Annual General Meeting and, being eligible, offer themselves for re-election.
22 There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
23 The Board of Directors has not adopted the provisions of the Corporate Governance Code. The Company is not obliged to adopt the provisions of the Code as its titles are traded in the Alternative Market of the Cyprus Stock Exchange. The main reason for the non-adoption of the Corporate Governance Code is that the Board of Directors expects that the costs to be incurred for the adoption of the Corporate Governance Code would be disproportionately higher than any anticipated benefits that may be derived from its adoption.
24 The Board of Directors is responsible for the establishment of adequate internal control procedures and risks control mechanisms, for the drafting, preparation, content and publication of all periodical information that is required of listed companies. The responsible person for the preparation of the financial statements is the Financial Manager.
25 The Audit Committee consists of the following members:
26 The majority of Audit Committee members are Independent Non-Executive Directors. The Committee meet with external auditors for independent discussion without the presence of Executive Directors. The Audit Committee review a wide range of financial issues, including annual and semi-annual results, statements and accompanying reports, before submitting them to the Board of Directors, as well as overseeing the procedures for choosing accounting principles and accounting calculations for the Company's financial statements. Also, the Audit Committee advises the Board of Directors on the appointment of external auditors and their fees for audit and non-audit work. The Audit Committee discusses extensively with the auditors the findings that have arisen during the audit as well as the auditors' report.
Shareholders holding more than 5% of the Company's share capital
27 The shareholders who held at least 5% of the issued share capital of the Company on 8 May 2020 are as follows:
| C.C.C. Holdings & Investments Limited * | 23,04% |
|---|---|
| K+G Complex Public Company Limited * | 32,07% |
| George S. Galatariotis & Sons Limited* | 13,47% |
* Included in the interest of George St. Galatariotis as presented in the Directors' interest below.
28 The Company has not issued any titles with special control rights and there are no restrictions on voting rights.
29 The appointment and replacement of the members of the Board of Directors is done by the Company at its Annual General Meeting in accordance with the provisions of the Company's Articles of Association. The Company's Articles of Association provides that the Board of Directors has the power to appoint, at any time, any person as Director and such person that is appointed by the Board of Directors will hold his office until the next Annual General Meeting of the Company.
30 The Company's Articles of Association can be modified by the passing of a Special Resolution at an Extraordinary General Meeting of the shareholders.
31 The Board of Directors, subject to approval by the Company's shareholders, may issue or repurchase Company's shares. The issue of any new shares is further subject to the provisions of the Company's Articles of Association, the prevailing law and the principle of fair treatment to all existing shareholders.
32 The Board of Directors consists of 6 members and meetings are convened at regular intervals. The Board of Directors approves the Company's strategy and supervises the adoption and realization of the Company's and Group's strategic development.
33 The beneficial interest in the Company's share capital held by each Director, their spouse, children and companies in which they hold directly or indirectly at least 20% of the shares with voting rights in a general meeting, at 31 December 2019 and on 8 May 2020 was as follows:
| At 8 May 2020 |
At 31 December 2019 |
|
|---|---|---|
| % | % | |
| George St. Galatariotis (1) | 69,97 | 69,97 |
| Costas St. Galatariotis (1) | - | - |
| Stavros G. St. Galatariotis (1) | - | - |
| Michalis Moushouttas | - | - |
| Antonis Antoniou Latouros | 0,05 | 0,05 |
| Tasos Anastasiou | - | - |
(1) The total interest held by Mr. George St. Galatariotis includes his indirect participation resulting from family relationships between himself and Stavros G. St. Galatariotis and Costas St. Galatariotis, their direct and indirect interest through companies which they control.
(7)
34 Other than the transactions and the balances with Directors and related parties referred to in Note 28 of the financial statements, there were no other significant contracts with the Company, or its subsidiaries as at 31 December 2019 in which the Directors or related parties had a material interest. Related persons include the spouse, minor children and companies in which Directors hold directly or indirectly at least 20% of the voting rights in a general meeting.
35 The material post balance sheet events, which have a bearing on the understanding of the financial statements are presented in Note 1 and 29. There were no other material events after the reporting period, which have a bearing on the understanding of the financial statements.
36 During the year the Company and the Group did not operate any branches.
37 The independent auditors of the Company, Pricewaterhousecoopers Ltd, have expressed their willingness to continue in office. A Resolution authorising the Board of Directors to fix their fee will be proposed at the Annual General Meeting.
By Order of the Board
C.C.C. Secretarial Limited Secretary
Limassol, 8 May 2020
In our opinion, the accompanying consolidated financial statements of The Cyprus Cement Public Company Limited (the "Company") and its subsidiaries (together the "Group") and the accompanying separate financial statements of the Company give a true and fair view of the consolidated and separate financial position of the Group and Company respectively as at 31 December 2019, and of the consolidated and separate financial performance and the consolidated and separate cash flows of the Group and the Company respectively, for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
We have audited the consolidated and separate financial statements which are presented in pages 18 to 80 and comprise:
The financial reporting framework that has been applied in the preparation of the consolidated and separate financial statements is International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
PricewaterhouseCoopers Ltd, City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus P O Box 53034, CY-3300 Limassol, Cyprus T: +357 25 - 555 000, F:+357 - 25 555 001, www.pwc.com.cy
PricewaterhouseCoopers Ltd is a private company registered in Cyprus (Reg. No.143594). Its registered office is at 3 Themistocles Dervis Street, CY-1066, Nicosia. A list of the company's directors, including for individuals the present and former (if any) name and surname and nationality, if not Cypriot and for legal entities the corporate name, is kept by the Secretary of the company at its registered office. PwC refers to the Cyprus member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We remained independent of the Group and the Company throughout the period of our appointment in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated and separate financial statements in Cyprus and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key Audit Matter | How our audit addressed the Key Audit Matter |
|---|---|
| Fair value of land for development Refer to Notes 7 and 15 of the consolidated and separate financial statements. We focused on this matter due to the size of the fair value of the land for development of the Group amounting to €238.131 thousands at 31 December 2019 and due to the complexity and high degree of subjectivity of the management's assessment of the fair value of the property, |
We discussed with the Group's management and assessed the data, assumptions, valuation methodology and calculations made by the Group's Management for the estimation of the fair value of the property, based on data and assumptions of high subjectivity, particularly in relation to the separation of the property into notional zones. The separation of the property into notional zones was done to take into account the diversity |
| including the high degree of subjectivity in the method used to separate the property into notional zones. |
and geographic advantages of each zone. Internal experts of our office, with the required knowledge and skills, have been involved to |
| The Group's management estimates that the fair value of land under development has not changed significantly from the fair value as determined at 31 December 2018 (Note 15). |
support us in our assessment of the fair value measurement of the property performed by the Group's Management. |
More specifically, with the support of internal experts, we examined the calculations made by the Group's Management and the technical and mathematical accuracy of the valuation model. We also evaluated the reasonableness of the significant assumptions made by the Group's Management through a comparison with observable market data.
In addition, we evaluated the sensitivity analysis in relation to the effect on the fair value of the property on profits arising from the change in the separation of the property into notional zones. Finally, we evaluated the adequacy of the disclosures made in Note 15 of the consolidated and separate financial statements in relation to the data, key assumptions and sensitivity analysis on a specific key assumption.
The results of the above procedures were satisfactory for the purposes of our audit.
Refer to Notes 7 and 18 of the consolidated and separate financial statements.
We focused on this matter because of the size of the fair value of financial assets at fair value through other comprehensive income of the Group of €20.703 thousands at 31 December 2019 and because of the complexity and high degree of subjectivity involved in the Group's Management's assessment of the fair value of the investment.
We discussed with the Group's management and assessed the data, assumptions, valuation methodology and calculations made by the Group's Management to estimate the fair value of financial assets at fair value through other comprehensive income.
We as the group auditors have been involved in the audit work of the reporting unit for which the work was performed by component auditors to conclude whether sufficient appropriate audit evidence in relation to our assessment of the fair value measurement of the investment has been obtained. Our involvement in that work included, amongst others, review of the audit work in the files of component auditors in scope and frequent communications with component audit teams to ensure that our audit plan was appropriately executed.
The fair value of the investment was estimated by the Group's management based on the EBITDA multiple method for the valuation of the hotel complex and the comparative method for the building coefficient for future development of residential apartments.
The fair value of the investment was estimated by the Group's Management at €20.703 thousands at 31 December 2019.
Additionally, internal experts of our office, with the required knowledge and skills, have been involved to support us in our assessment of the fair value of the investment.
More specifically, with the support of our internal experts, we examined the calculations made by the Group's Management and the technical and mathematical accuracy of the valuation model. We also assessed the reasonableness of the significant assumptions made by the Group's Management through a comparison with observable market data. We also assessed the fair value of the borrowings of the investment which adjusted the fair value of the investment.
In addition, we evaluated the sensitivity analysis of the Group's Management in relation to the effect on the fair value of the investment in other comprehensive income arising from the change in the key assumptions.
Finally, we evaluated the adequacy of the disclosures made in Note 18 of the consolidated and separate financial statements in relation to the data, key assumptions and sensitivity analysis on these key assumptions.
The results of the above procedures were satisfactory for the purposes of our audit.
The Board of Directors is responsible for the other information. The other information comprises the information included in the Declaration of the Board of Directors and other Company officials responsible for the financial statements and in the Management Report, but does not include the consolidated and separate financial statements and our auditor's report thereon.
Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Board of Directors is responsible for the preparation of the consolidated and separate financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, the Board of Directors is responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group and the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's and the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters.
Pursuant to the requirements of Article 10(2) of the EU Regulation 537/2014 we provide the following information in our Independent Auditor's Report, which is required in addition to the requirements of International Standards on Auditing.
We were first appointed as auditors of the Company in 2008 by the Board of Directors for the audit of the financial statements for the year ended 31 December 2008. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 11 years, including our reappointment following the tendering procedure for the year ended 31 December 2018.
We confirm that our audit opinion on the consolidated and separate financial statements expressed in this report is consistent with the additional report to the Audit Committee of the Company, which we issued on 8 May 2020 in accordance with Article 11 of the EU Regulation 537/2014.
We declare that no prohibited non-audit services referred to in Article 5 of the EU Regulation 537/2014 and Section 72 of the Auditors Law of 2017 were provided. In addition, there are no nonaudit services which were provided by us to the Group and the Company and which have not been disclosed in the consolidated and separate financial statements or the management report.
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
In light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the management report. We have nothing to report in this respect.
In our opinion, based on the work undertaken in the course of our audit, the information included in the corporate governance statement in accordance with the requirements of subparagraphs (iv) and (v) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113, and which is included as a specific section of the management report, have been prepared in accordance with the requirements of the Cyprus Companies Law, Cap, 113, and is consistent with the consolidated and separate financial statements.
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Article 10(1) of the EU Regulation 537/2014 and Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
The engagement partner on the audit resulting in this independent auditor's report is Mr. Elias M. Theodorou.
Elias M. Theodorou Certified Public Accountant and Registered Auditor for and on behalf of
PricewaterhouseCoopers Limited Certified Public Accountants and Registered Auditors City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus
Limassol, 8 May 2020
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Revenue Administrative expenses |
9 10 |
336 (766) |
286 (767) |
| Operating loss Share of profit from investments accounted for using |
_____ (430) |
_____ (481) |
|
| equity method | 16 | 5.162 _____ |
4.051 _____ |
| Profit before tax Taxation |
11 | 4.732 (6) _____ |
3.570 - _____ |
| Profit for the year | 4.726 _____ |
3.570 _____ |
|
| Profit for the year attributable to: Owners of the Company Non-controlling interest |
4.743 (17) _____ 4.726 =========== |
3.582 (12) _____ 3.570 =========== |
|
| Profit per share attributable to the shareholders of the Company (cent per share): - Basic and fully diluted |
12 | 3,45 =========== |
2,60 =========== |
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Profit for the year | 4.726 | 3.570 | |
| Other comprehensive income: Items that cannot be reclassified in profit or loss: Share of reserves of investments accounted for using |
_____ | _____ | |
| equity method | 16 | (19) | (761) |
| Other comprehensive income for the year | ____ (19) |
____ (761) |
|
| Total comprehensive income for the year | ____ 4.707 ========== |
____ 2.809 ========== |
|
| Total comprehensive income for the year attributable to: |
|||
| Owners of the parent | 4.724 | 2.821 | |
| Non-controlling interest | (17) ____ |
(12) ____ |
|
| 4.707 ========== |
2.809 ========== |
||
The items in the above statement are disclosed net of tax. The tax related to each component of other comprehensive income is disclosed in Note 11.
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Revenue Administrative expenses |
9 10 |
3.590 (149) _____ |
4.927 (141) _____ |
| Operating profit | 3.441 | 4.786 | |
| Profit before tax Taxation |
11 | _____ 3.441 - |
_____ 4.786 - |
| Total Profit for the year | _____ 3.441 =========== |
_____ 4.786 =========== |
| 2019 €000 |
2018 €000 |
|
|---|---|---|
| Profit for the year | 3.441 | 4.786 |
| Other comprehensive income for the year | _____ - |
_____ - |
| Total comprehensive income for the year | _____ 3.441 =========== |
_____ 4.786 =========== |
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 14 | 9 | 19 |
| Investment property | 15 | 238.131 | 238.108 |
| Investments accounted for using the equity method Financial assets at fair value through other comprehensive |
16 | 58.401 | 56.534 |
| income | 18 | 20.703 _____ |
20.703 _____ |
| 317.244 _____ |
315.364 _____ |
||
| Current assets | |||
| Financial assets at amortised cost | 19 | 10.881 | 9.593 |
| Other assets | 21 | 139 | 513 |
| Cash and cash equivalents at bank | 20 | 1.578 _____ |
2.009 _____ |
| 12.598 _____ |
12.115 _____ |
||
| Total assets | 329.842 =========== |
327.479 =========== |
|
| Equity and liabilities | |||
| Equity attributable to owners of the parent | |||
| Share capital | 22 | 59.173 | 59.173 |
| Share premium | 22 | 910 | 910 |
| Fair value reserve | 105.563 | 105.582 | |
| Revenue reserve | 17.236 | 17.236 | |
| Other reserves | (15) | (15) | |
| Retained earnings | 94.489 _____ |
92.154 _____ |
|
| 277.356 | 275.040 | ||
| Non-controlling interest | 6.756 _____ |
6.773 _____ |
|
| Total equity | 284.112 _____ |
281.813 _____ |
|
| Non-current liabilities | |||
| Deferred tax liabilities | 24 | 45.213 | 45.213 |
| Provisions | 26 | 300 _____ |
300 _____ |
| 45.513 _____ |
45.513 _____ |
||
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Current liabilities Trade and other payables |
25 | 217 _____ |
153 _____ |
| 217 | 153 | ||
| Total liabilities | _____ 45.730 |
_____ 45.666 |
|
| Total equity and liabilities | _____ 329.842 =========== |
_____ 327.479 =========== |
On 8 May 2020 the Board of Directors of The Cyprus Cement Public Company Limited authorised these financial statements for issue.
George St. Galatariotis, Executive Chairman
Costas St. Galatariotis, Executive Director
| 2019 | 2018 | ||
|---|---|---|---|
| Assets | Note | €000 | €000 |
| Non-current assets | |||
| Property, plant and equipment | 14 | 9 | 19 |
| Investment property | 15 | 842 | 837 |
| Investments in subsidiaries | 17 | 249.950 | 249.950 |
| Investments in associated | 16 | 52.608 _____ |
52.608 _____ |
| 303.409 _____ |
303.414 _____ |
||
| Current assets | |||
| Financial assets at amortised cost | 19 | 12.659 | 11.122 |
| Cash and cash equivalents at bank | 20 | 1.574 _____ |
2.010 _____ |
| 14.233 | 13.132 | ||
| Total assets | _____ 317.642 =========== |
_____ 316.546 =========== |
|
| Equity and liabilities Capital and reserves Share capital Share premium Revenue reserve |
22 22 |
59.173 910 17.283 |
59.173 910 17.283 |
| Retained earnings | 196.176 _____ |
195.144 _____ |
|
| 273.542 _____ |
272.510 _____ |
||
| Non-current liabilities | |||
| Deferred tax liabilities | 24 | 43.897 _____ |
43.897 _____ |
| 43.897 _____ |
43.897 _____ |
||
| Current liabilities | |||
| Trade and other payables | 25 | 203 _____ |
139 _____ |
| 203 | 139 | ||
| Total liabilities | _____ 44.100 |
_____ 44.036 |
|
| Total equity and liabilities | _____ 317.642 |
_____ 316.546 |
|
| =========== | =========== |
On 8 May 2020 the Board of Directors of The Cyprus Cement Public Company Limited authorised these financial statements for issue.
Executive Chairman Executive Director
George St. Galatariotis Costas St. Galatariotis
| f th Co At trib uta ble to ow ne rs o e mp an y |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sh are Ca ita l p €0 00 |
Sh are (2) miu pre m €0 00 |
Fa ir v alu e (2) res erv e €0 00 |
Ot he r (2) res erv es €0 00 |
Re ve nu e res erv e €0 00 |
Re tai d ne (1) rni ea ng s €0 00 |
To tal €0 00 |
No n ntr olli co ng inte t res €0 00 |
To tal uity eq €0 00 |
|
| 1 20 18 Ba lan at Ja ce nu ary |
59 .17 3 |
91 0 |
106 .34 4 |
( 15 ) |
17 .23 6 |
91 .32 4 |
27 4.9 73 |
6.7 84 |
28 1.7 57 |
| Co reh siv e i mp en nc om e Pro fit for th e y ea r |
_ - |
__ - |
__ - |
__ - |
__ - |
_ 3.5 82 |
__ 3.5 82 |
_ ( 12 ) |
__ 3.5 70 |
| Ot he he ive in r c om pre ns co me Sh f fa ir v alu nd oth f are o e a er res erv es o ( ) iate d c nie No te 16 ass oc om pa s |
_ - |
__ - |
__ ( 1) 76 |
__ - |
__ - |
_ - |
__ ( 1) 76 |
_ - |
__ ( 1) 76 |
| To tal oth reh siv e i er co mp en nco me |
_ - |
__ - |
__ ( 1) 76 |
__ - |
__ - |
_ - |
__ ( 1) 76 |
_ - |
__ ( 1) 76 |
| To tal reh siv e i fo r th co mp en nco me e r 2 01 8 y ea |
_ - |
__ - |
__ ( 76 1) |
__ - |
__ - |
_ 3.5 82 |
__ 2.8 21 |
_ ( 12 ) |
__ 2.8 09 |
| Tra tio ith ns ac ns w ow ne rs fro fits f 2 Div ide nd id the 01 7 a nd pa m pr o o ior ( No 13 ) te pr ea rs y |
_ - |
__ - |
__ - |
__ - |
__ - |
_ ( 2.7 52 ) |
__ ( 2.7 52 ) |
_ - |
__ ( 2.7 52 ) |
| To tal tra ctio wit h o nsa ns wn ers |
_ - |
__ - |
__ - |
__ - |
__ - |
_ ( 2.7 52 ) |
__ ( 2.7 52 ) |
_ - |
__ ( 2.7 52 ) |
| Ba lan at 31 De mb 20 18 ce ce er |
_ 59 .17 3 == == == == = |
__ 91 0 == == == == = |
__ 105 .58 2 == == == == == |
__ ( 15 ) == == == == == |
__ 17 .23 6 == == == == = |
_ 92 .15 4 == == == == = |
__ 27 5.0 40 == == == == == |
_ 6.7 73 == == == == = |
__ 28 1.8 13 == == == == == |
| At trib ble uta |
f th to ow ne rs o |
Co e mp an y |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Sh are Ca ita l p |
Sh are (2) miu pre m |
Fa ir v alu e (2) res erv e |
Ot he r (2) res erv es |
Re ve nu e res erv e |
Re tai d ne (1) rni ea ng s |
To tal |
No n ntr olli co ng inte t res |
To tal uity eq |
|
| €0 00 |
€0 00 |
€0 00 |
€0 00 |
€0 00 |
€0 00 |
€0 00 |
€0 00 |
€0 00 |
|
| Ba lan 1 Ja 20 19 at ce nu ary |
59 .17 3 |
91 0 |
105 .58 2 |
( 15 ) |
17 .23 6 |
92 .15 4 |
27 5.0 40 |
6.7 73 |
28 1.8 13 |
| Co reh siv e i mp en nc om e |
_ |
__ |
__ |
__ |
__ |
_ |
__ |
_ |
__ |
| Pro fit for th e y ea r |
- | - | - | - | - | 4.7 43 |
4.7 43 |
( 17 ) |
4.7 26 |
| Ot he he ive in r c om pre ns co me Sh f fa f ir v alu nd oth are o e a er res erv es o |
_ |
__ |
__ |
__ |
__ |
_ |
__ |
_ |
__ |
| iate d c nie ( No 16 ) te ass oc om pa s |
- | - | ( 19 ) |
- | - | - | ( 19 ) |
- | ( 19 ) |
| To tal oth reh siv e i er co mp en nco me |
_ - |
__ - |
__ ( 19 ) |
__ - |
__ - |
_ - |
__ ( 19 ) |
_ - |
__ ( 19 ) |
| fo To tal reh siv e i r th co mp en nco me e r 2 01 9 ea y |
_ - |
__ - |
__ ( 19 ) |
__ - |
__ - |
_ 4.7 43 |
__ 4.7 24 |
_ ( 17 ) |
__ 4.7 07 |
| Tra tio ith ns ac ns w ow ne rs Div ide nd id fro the fits f 2 01 8 pa m pr o o ( No te 13 ) |
_ |
__ - |
__ |
__ |
__ |
_ ( 2.4 08 ) |
__ ( 2.4 08 ) |
_ |
__ ( 2.4 08 ) |
| - | - | - __ |
- | _ | - _ |
||||
| To tal tra ctio wit h o nsa ns wn ers |
_ - |
__ - |
__ - |
- |
__ - |
( 2.4 08 ) |
__ ( 2.4 08 ) |
- |
__ ( 2.4 08 ) |
| Ba lan at 31 De mb 20 19 ce ce er |
_ 59 .17 3 == == == == = |
__ 91 0 == == == == = |
__ 105 .56 3 == == == == == |
__ ( 15 ) == == == == == |
__ 17 .23 6 == == == == = |
_ 94 .48 9 == == == == = |
__ 27 7.3 56 == == == == == |
_ 6.7 56 == == == == = |
__ 28 4.1 12 == == == == == |
(1) Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, by the end of the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents. The special contribution for defence rate is 17% in respect of profits of years of assessment 2012 onwards. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.
(2) The share premium, the fair value reserve and other reserves are not available for distribution in the form of dividends.
| Sh are ital ca p €0 00 |
Sh are (2) miu pre m €0 00 |
Re ve nu e res erv e €0 00 |
Re tai d ne (1) rni ea ng s €0 00 |
To tal €0 00 |
|
|---|---|---|---|---|---|
| Ba lan at 1 Ja 20 18 ce nu ary |
59 .17 3 |
91 0 |
17 .28 3 |
193 .11 0 |
27 0.4 76 |
| Co reh siv e I mp en nc om e Pro fit for th e y ea r |
- |
- |
- |
4.7 86 |
__ __ __ __ __ 4.7 86 __ |
| fo To tal reh siv e i r th r 2 01 8 co mp en nco me e y ea |
- | - | - | 4.7 86 |
4.7 86 |
| Tra tio ith ns ac ns w ow ne rs fro fits f 2 01 ( 13 ) Div ide nd id the 7 a nd ior No te pa m pr o o pr y ea rs |
__ - |
__ - |
__ - |
__ ( 2.7 52 ) |
__ _ ( 2.7 52 ) |
| To tal tra tio ith ns ac ns w ow ne rs |
__ - |
__ - |
__ - |
__ ( 2.7 52 ) |
_ __ ( 2.7 52 ) |
| Ba lan at 31 De mb 20 18 /1 Ja 20 19 ce ce er nu ary |
__ 59 .17 3 |
__ 91 0 |
__ 17 .28 3 |
__ 195 .14 4 |
__ _ 27 2.5 10 |
| Co reh siv e I mp en nc om e Pro fit for th e y ea r |
__ - |
__ - |
__ - |
__ 3.4 41 |
__ _ 3.4 41 |
| To tal reh siv e i fo r th r 2 01 8 co mp en nco me e y ea |
__ - |
__ - |
__ - |
__ 3.4 41 |
__ _ 3.4 41 |
| Tra tio ith ns ac ns ow ne rs w Div ide nd id fro the fits f 2 01 8 ( No te 13 ) pa m pr o o |
__ - |
__ - |
__ - |
__ ( 2.4 08 ) |
__ _ ( 2.4 08 ) |
| To tal tra tio ith ns ac ns w ow ne rs |
__ - |
__ - |
__ - |
__ ( 2.4 08 ) |
_ __ ( 2.4 08 ) |
| Ba lan 31 De mb 20 19 at ce ce er |
__ 59 .17 3 == == == == == |
__ 91 0 == == == == == |
__ 17 .28 3 == == == == == |
__ 196 .17 6 == == == == == |
__ _ 27 3.5 42 == == == == == = |
(1) Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, by the end of the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence will be payable on such deemed dividend to the extent that the shareholders for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents. The special contribution for defence rate is 17% in respect of profits of years of assessment 2012 onwards. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to which the profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.
(2) The share premium reserve is not available for distribution in the form of dividends.
| Note | 2018 €000 |
2018 €000 |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | 4.732 | 3.570 | |
| Adjustments for: Depreciation of property, plant and equipment Interest income |
14 9 |
9 (336) |
9 (286) |
| Share of profit of investments accounted for using the equity method |
16 | (5.162) | (4.051) |
| ____ (757) |
____ (757) |
||
| Changes in working capital: Financial assets at amortised cost Other assets Trade and other payables |
87 375 64 |
(207) (104) 5 |
|
| Cash used in operations Tax paid |
____ (231) (6) |
____ (1.063) - |
|
| Net cash used in operating activities | _ (237) _ |
_ (1.063) _ |
|
| Cash flows from investing activities Proceeds from dividends received Additions in investment property Loans granted to related parties Interest received |
3.276 (22) (1.957) 22 |
4.641 - (1.181) - |
|
| Net cash from investing activities | _ 1.319 _ |
_ 3.460 _ |
|
| Cash flows from financing activities Dividends paid |
(1.513) | (1.729) | |
| Net cash used in financing activities | ____ (1.513) |
____ (1.729) |
|
| Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year |
____ (431) 2.009 |
____ 668 1.341 |
|
| Cash and cash equivalents at end of year | 20 | ____ 1.578 |
____ 2.009 |
The notes on pages 28 to 71 are an integral part of these financial statements.
========== ==========
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | 3.441 | 4.786 | |
| Adjustments for: Dividend income |
9 | (3.276) | (4.641) |
| Depreciation of property, plant and equipment | 14 | 9 | 9 |
| Interest income | 9 | (314) ____ |
(286) ____ |
| (140) | (132) | ||
| Changes in working capital: | |||
| Financial assets at amortised cost | (161) | (941) | |
| Trade and other payables | 64 ____ |
11 ____ |
|
| Cash used in operations | (237) | (1.062) | |
| Tax paid | - | - | |
| Net cash used in operating activities | ____ (237) |
____ (1.062) |
|
| Cash flows from investing activities | ____ | ____ | |
| Additions in investment property | (5) | - | |
| Proceeds from dividends received | 3.276 | 4.641 | |
| Loans granted to related parties | (1.957) | (1.181) | |
| Net cash from investing activities | ____ 1.314 |
____ 3.460 |
|
| Cash flows from financing activities | ____ | ____ | |
| Dividends paid | (1.513) | (1.729) | |
| Net cash used in financing activities | ____ (1.513) |
____ (1.729) |
|
| Net (decrease)/increase in cash and cash equivalents | ____ (436) |
____ 669 |
|
| Cash and cash equivalents at beginning of year | 2.010 | 1.341 | |
| Cash and cash equivalents at end of year | 20 | ____ 1.574 |
____ 2.010 |
| ========== | ========== |
The Cyprus Cement Public Company Limited (the "Company") was incorporated in Cyprus in 1951, as a private limited liability company in accordance with the provisions of the Cyprus Companies Law, Cap. 113 and later became a public company. The Company is listed on the Cyprus Stock Exchange. The registered office of the Company is at 197 Μakariou ΙΙΙ Avenue, Gala Tower, CY-3030 Limassol, Cyprus.
The principal activities of the Group and the Company, are the development/exploitation of land and the undertaking of strategic investments in companies operating in hotel and tourism industry and in the manufacturing and sale of cement and related business.
With the recent and rapid development of the Coronavirus disease (COVID-19) outbreak the world economy entered a period of unprecedented health care crisis that has already caused considerable global disruption in business activities and everyday life. Many countries have adopted extraordinary and economically costly containment measures. Certain countries have required companies to limit or even suspend normal business operations. Governments, including the Republic of Cyprus, have implemented restrictions on travelling as well as strict quarantine measures (Note 29).
Industries such as tourism, hospitality and entertainment are expected to be directly disrupted significantly by these measures. Other industries such as manufacturing and financial services are expected to be indirectly affected and their results to also be negatively affected.
The financial effect of the current crisis on the global economy and Cyprus economy from the spread of Coronavirus disease (COVID-19) cannot be estimated with reasonable certainty at this stage, due to the pace at which the outbreak expands and the high level of uncertainties arising from the inability to reliably predict the outcome.
The event is considered as a non-adjusting event and is therefore not reflected in the recognition and measurement of the assets and liabilities in the financial statements as at 31 December 2019.
The Board of Directors estimates that the Group's/Company's results during the current year will be negatively affected. However, under the circumstances, the Groups'/Company's Board of Directors is not currently in a position to foresee the magnitude of the said deviation and the extent of the financial impact that a potential further spread of COVID-19 may have.
The Group's/Company's Board of Directors closely monitors the local and international developments and takes all necessary measures it can in order to mitigate the negative impact from the spread of COVID-19.
The consolidated financial statements of The Cyprus Cement Public Company Limited and its subsidiaries (together the "Group") and the separate financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), and the requirements of the Cyprus Companies Law, Cap. 113.
As of the date of the authorisation of the financial statements, all International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) that are effective as of 1 January 2019 have been adopted by the EU through the endorsement procedure established by the European Commission.
The principal accounting policies applied in the preparation of these financial statements are set out below in note 4. These policies have been consistently implemented for all years presented, except where otherwise stated. The financial statements have been prepared under the historical cost convention, as amended by the initial recognition of financial instruments on the basis of fair value and by the fair value reassessment of property investments and financial assets measured at fair value through other comprehensive income.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgement in the process of applying the Company's and Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 7.
During the current year the Group/Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2019. This adoption did not have a material effect on the accounting policies of the Group/Company.
The consolidated financial statements include the financial statements of The Cyprus Cement Public Company Limited (the «Company»), and its subsidiaries, collectively referred to as the «Group».
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the following;
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognizes any non-controlling interest in the acquired entity on an acquisition-byacquisition basis either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquired entity and the fair value of any previous equity interest in the acquired entity at the acquisition date over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognized directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss.
If the business combination is achieved in stages, the carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.
Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profit and losses resulting from inter-company transactions that are recognised in assets are also eliminated. When necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet.
When the Group ceases to have control over an entity, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition net of any accumulated impairment losses.
Dividends received or receivable from associate are recognised as a reduction in carrying amount of the investment.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profits or losses of associates is recognised in the income statement and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary, to ensure consistency with the accounting policies adopted by the Group. Dilution gains and losses arising in investments in associates are recognised in profit or loss.
After application of the equity method, including recognising the associates' losses, the carrying amount of the investment in associate which includes the goodwill arising on acquisition is tested for impairment by comparing its recoverable amount with its carrying amount whenever there is an indication of impairment and recognizes the amount adjacent to 'share of profit/(loss)' of associates in the profit or loss.
The Group ceases to equity account from the date that it loses significant influence over the associate or from the date the investment is classified as held for sale.
When the group ceases to exercise significant influence over an associate, any retained interest in the entity is remeasured to its fair value. In addition, the Group recognizes in profit or loss any difference between (i) the fair value of the retained interest and any income from the sale of the share in the associate and (ii) the carrying amount of the investment on the date that the Group lost significant influence over the associate.
When an entity ceases to be recognised as an associate and it is afterwards recognised as a financial asset in accordance with IAS 39 "Financial Instruments: Recognition and Measurement", the fair value of the retained interest in the associate is considered to be the fair value of the financial asset on initial recognition.
Any gain or loss previously recognised in the statement of comprehensive income, in respect of the investment in the associate, is transferred to the profit or loss on the date the Group loses significant influence over the associate.
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Investments in subsidiaries are measured at cost less impairment. Investments in subsidiaries are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised through profit or loss for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. An impairment loss recognised in prior years is reversed where appropriate if there has been a change in the estimates used to determine the recoverable amount.
Associates are all entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.
Investments in associates are measured at cost less impairment. Investments in associates are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised through profit or loss for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. An impairment loss recognised in prior years is reversed where appropriate if there has been a change in the estimates used to determine the recoverable amount.
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors of the Group (the chief operating decision-maker). The Board of Directors, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions.
Interest income on financial assets at amortized cost is calculated using the original effective interest method, and is recognized in the consolidated Income statement and company's income statement as "revenue". Interest income is calculated by applying the original effective interest rate to the gross carrying amount of a financial asset, with the exception of the financial assets that subsequently become impaired. For credit-impaired financial assets (Stage 3), the original effective interest rate is applied to the net carrying amount of the financial asset (after deducting the impairment loss). For Stage 1 and Stage 2, the actual interest rate is applied to the gross amount of financial assets.
Dividend income is recognised as Revenue in the Company's results when the Company's right to receive payment is established.
Items included in the Group's and Company's financial statements are measured using the currency of the primary economic environment in which the Group and Company operate ("the functional currency"). The financial statements are presented in Euro (€), which is the Group's and Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country in which the Company/the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. If applicable tax regulation is subject to interpretation, it establishes provision where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
The deferred tax liability in relation to investment property that is measured at fair value is determined assuming the property will be recovered entirely through sale.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on the Company/the Group where there is an intention to settle the balances on a net basis.
Dividend distribution to the Group's/Company's shareholders is recognised as a liability in the Group's financial statements in the year in which the dividends are appropriately authorised and are no longer at the discretion of the Group/Company. More specifically, interim dividends are recognised as a liability in the period in which these are authorised by the Board of Directors and in the case of final dividends, these are recognised in the period in which these are approved by the Group's/Company's shareholders.
All items of property, plant and equipment are stated at historical cost less depreciation. Historical costs include costs directly related to the acquisition of property, plant and equipment.
Depreciation on other property, plant and equipment is calculated using the straight line method to allocate their cost or revalued amounts to their residual values, over their estimated useful lives. The annual depreciation rates are as follows:
| Machinery and equipment | 10 to 20 years |
|---|---|
| Motor vehicles | 5 to 8 years |
| Furniture and fittings | 3 to 20 years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which they were incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Group/Company and the cost of the asset can be measured reliably.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are recognised in "other (losses)/gains – net" in profit or loss.
Investment property, principally comprising land, is held for capital appreciation and is not used by the Group/Company. Investment property is carried at fair value, representing open market value. Any gain or loss arising from a change in fair value is recognized in "other gains/(losses)-net" in the consolidated income statement.
Investment property is de-recognised from the balance sheet when it has been disposed and the gain / losses on disposal of investment property are calculated as the difference between the net disposal proceeds and the carrying amount and are recognised in profit or loss. When the sale consideration includes a contingent consideration then the contingent consideration is recognized when it is probable to be received. In such a case, the contingent consideration is recognized as a receivable in the balance sheet.
Assets that have an indefinite useful life, including goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
The Group/Company classifies its financial assets in the following measurement categories:
The classification and subsequent measurement of debt financial assets depends on: (i) the Group's/Company's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group/Company may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
For investments in equity instruments that are not held for trading, classification will depend on whether the Group/Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). This election is made on an investment‐by‐investment basis.
All other financial assets are classified as measured at FVTPL.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI.
For investments in equity instruments that are not held for trading, this will depend on whether the Group/Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention ("regular way" purchases and sales) are recorded at trade date, which is the date when the Group/Company commits to deliver a financial instrument. All other purchases and sales are recognized when the entity becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group/Company has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Group/Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Subsequent measurement of debt instruments depends on the Group's/Company's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group/Company classifies its debt instruments:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'Income'. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the income statement. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, loans receivable and financial assets at amortised cost.
The Company subsequently measures all equity investments at fair value.
Where the Group's/Company's management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Group's/Company's policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognised in profit or loss as "Income" when the Group's right to receive payments is established. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
The Group/Company assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at AC. The Group/Company measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.
The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within "net impairment losses on financial and contract assets".
Debt assets measured at amortized cost are presented in the Company's balance sheet and consolidated balance sheet net from the provision for ECL.
Expected losses are recognized and measured according to one of two approaches: general approach or simplified approach.
For all other financial asset that are subject to impairment under IFRS 9, the Group/Company applies general approach – three stage model for impairment. The Company applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1. Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter ("12 Months ECL"). If the Group/Company identifies a significant increase in credit risk ("SICR") since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any ("Lifetime ECL"). Refer to Note 6, Credit risk section for a description of how the Company determines when a SICR has occurred. If the Group/Company determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Group's/Company's definition of credit impaired assets and definition of default is explained in Note 6, Credit risk section.
Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.
Financial assets are written-off, in whole or in part, when the Group/Company exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Group/Company may write-off financial assets that are still subject to enforcement activity when the Group/Company seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
These amounts generally result from transactions outside the company's normal operating business. These are held in order to collect their contractual cash flow and their cash flow represents only capital and interest payments. As a result, these are measured at amortised cost using the effective interest rate method, less the provision for impairment. Financial assets at amortised costs are classified as current assets if they are due within one year or less (or in the normal course of the company's turnover, if greater). If not, they are presented as non-current assets.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group/Company or the counterparty.
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are presented in equity as a deduction, net of tax, from the proceeds.
Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nominal value of the shares. Share premium account can only be used for specific purposes, which do not include the distribution of dividends, and is subject to the provisions of the Cyprus Companies Law regarding share capital reduction.
Basic earnings per share are calculated as follows; The profits attributable to the Company's shareholders are divided by the weighted average number of ordinary shares issued during the year.
Provisions are recognised when the Group and the Company have a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for financial guarantee contracts.
Financial guarantee contracts are contracts that require the Group/Company to make specified payments to reimburse the holder of the guarantee for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of debt instrument. Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure loans, overdrafts and other banking facilities.
Financial guarantees are recognised as a financial liability at the time the guarantee is issued. Financial guarantees are initially recognised at their fair value, which is normally evidenced by the amount of fees received. This amount is amortised on a straight line basis over the life of the guarantee in other income in profit or loss.
At the end of each reporting period, the guarantee is subsequently at the higher of:
The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
In the statement of cash flows of the Group/Company, cash and cash equivalents includes cash in hand, deposits held at call with banks with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are carried at AC because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
At the date of approval of these financial statements a number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2019, and have not been applied in preparing these financial statements. None of these is expected to have a significant effect on the financial statements of the Company/Group, except the following set out below:
The Company and the Group is currently assessing the impact of the amendments on its financial statements and as of the date of issue of these financial statements the impact of the amendments is not known.
* Denotes amendments which have not yet been endorsed by the European Union.
The Group's/Company's operations expose it to a variety of financial risks: market risk (including fair value interest rate risk), credit risk and liquidity risk.
The Company's and the Group's risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. Risk management is carried out by the Board of Directors.
The Company's interest rate risk arises from interest-bearing assets. Interest-bearing assets represent loans receivable from related parties and cash and cash equivalents. Interest bearing assets issued at fixed rates expose the Group and the Company to fair value interest rate risk.
The exposure of the Group/Company into fair value interest rate risk is not significant since loans receivable bear fixed interest and are repayable on demand.
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost and deposits with banks and financial institutions.
Credit risk is managed by the Group and the Company on a group basis.
For banks and financial institutions, only independently rated parties are accepted.
If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.
The Group/Company has the following types of financial assets that are subject to the expected credit loss model:
Cash and cash equivalents.
6 Financial risk management (continued)
For the loans to related parties and other receivables the Company and the Group applies the general expected credit loss model. The Group/Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group/Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.
Especially the following indicators are incorporated:
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. The historical loss rates are adjusted to reflect current and forwardlooking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. The Group/Company categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 180 days past due. Where loans or receivables have been written off, the Group/Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
A summary of the assumptions underpinning the Group's/Company's expected credit loss model for the loans receivable from related parties is as follows:
| Category | Group/ Company definition of category |
Basis for recognition of expected credit loss provision |
Basis for calculation of interest revenue |
|---|---|---|---|
| Performing (Stage 1) | Counterparties have a low risk of default and a strong capacity to meet contractual cash flows |
For loans to related parties that are repayable on demand, the expected credit losses are based on the assumption that the repayment of the loan will be demanded at the balance sheet date. |
Gross carrying amount |
Based on the above table the expected credit loss for the loans receivable from related parties on 31 December 2019 and 31 December 2018 was not significant.
The Company/Group has no financial assets which are subject to the impairment requirements of IFRS 9 and which have had modifications to their contractual cash flows.
The Group/Company assess on individual basis its exposure to the credit risk as a result of cash and cash equivalents based on external credit ratings.
The following tables contains an analysis of the credit risk exposure of cash and cash equivalents based on external credit rating by Moody's Investors Service which represents the Group's/Company's maximum exposure to credit risk on these assets as at 31 December 2019 and 31 December 2018.
| External credit rating | Carrying amount (net of impairment provision) €000 |
|---|---|
| As at 31 December 2019 Caa1 (Moody's) |
1.578 |
| As at 31 December 2018 Caa2 (Moody's) |
__ 2.009 __ |
The Group/Company has no mortgage as a guarantee.
The cash and cash equivalents are subject to the impairment requirements of IFRS 9. The cash in the bank was serviced and classified in Stage 1 and the estimated impairment loss at 31 December 2019 and 31 December 2018 was insignificant
(i) Financial risk factors
Guarantees which represent irrevocable assurances that the Group will make payments in the event that a counterparty cannot meet its obligations to third parties in accordance with the terms of the debt instrument.
The Group has issued financial guarantees for its ultimate parent entity, for the guarantee of the bank overdrafts and other bank facilities (Note 28 (vi)). As a result the Group is exposed into credit risk from the probability of default of the ultimate parent entity for its external borrowing. As at 31 December 2019 the ultimate parent entity had no defaults on its loan commitments.
An analysis of credit related commitments by credit quality based on credit risk grades at 31 December 2019 is as follows. The following amount represents the gross exposure of the Group to the credit risk as at 31 December 2019 and 31 December 2018 without taking into consideration any other guarantees. The Group has no mortgages as a guarantee for the guarantees that issued.
| Stage 1 (12-months ECL) € 000 |
|---|
| 1.500 |
| ___ - _____ |
The provision for financial guarantees on 31 December 2019 and 31 December 2018 for the financial guarantees issued by the Group was not significant and as a result was not recognised in the financial statements.
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Board of Directors maintains flexibility in funding by maintaining availability under committed credit lines.
The Board of Directors monitors rolling forecasts of the Company's and Group's liquidity reserve (comprises undrawn borrowing facility (Note 23) and cash and cash equivalents (Note 20) on the basis of expected cash flow.
The Company/Group has the following unused borrowing facilities:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Floating charge | ||||
| Expires within one year | 1.598 | 1.595 | 1.563 | 1.560 |
| ========== | ========== | ========== | ========== |
Facilities that expire within one year are annual facilities that are subject to revision at different dates.
The table below analyses the Group's and the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months (with the exception of borrowings) equal their carrying balances as the impact of discounting is not significant.
| Less than 1 year €000 |
|
|---|---|
| At 31 December 2019 Trade and other payables Guarantees (Note 28 (v)) |
217 1.500 |
| ____ 1.717 ========== |
|
| At 31 December 2018 Trade and other payables |
153 |
| Guarantees (Note 28 (v)) | 1.500 ____ |
| 1.653 ========== |
|
| The Company | |
| Less than 1 year €000 |
|
| At 31 December 2019 Trade and other payables |
203 |
| ____ 203 |
|
| At 31 December 2018 Trade and other payables |
========== 139 ____ |
The liquidity risk arising from corporate guarantees for related parties is disclosed in Note 28 (v) and in the event of default, the minimum period which they can be called for repayment is within one year.
The Company's/Group's objectives when managing capital are to safeguard the Company's/Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders of the Company/Group and to maintain an optimal capital structure to reduce the cost of capital.
The Group/Company considers equity as presented in the consolidated balance sheet and the Company's balance sheet as equity.
139 ==========
The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:
The following table presents the Group's financial assets that are measured at fair value at 31 December 2019.
| Level 3 €000 |
Total €000 |
|
|---|---|---|
| At 31 December 2019 | ||
| Assets | ||
| Investment held at fair value through other comprehensive income | ||
| - Equity securities | 20.703 | 20.703 |
| Total financial assets measured at fair value | _____ 20.703 |
_____ 20.703 |
| =========== | =========== | |
The following table presents the Group's financial assets that are measured at fair value at 31 December 2018.
| At 31 December 2018 | Level 3 €000 |
Total €000 |
|---|---|---|
| Assets | ||
| Investment held at fair value through other comprehensive income - Equity securities |
20.703 _____ |
20.703 _____ |
| Total financial assets measured at fair value | 20.703 =========== |
20.703 =========== |
The following table presents the changes in Level 3 investments for the year ended 31 December 2018 and 31 December 2019:
| At 31 December | _____ 20.703 |
_____ 20.703 |
|---|---|---|
| Opening balance 1 January | 20.703 | 20.703 |
| Equity Securities 2019 €000 |
Equity Securities 2018 €000 |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company/Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below (Note 1)
Significant judgments and estimates are required in determining the corporate tax provision. There are transactions and calculations for which the ultimate tax determination is uncertain. The Company/Group recognizes liabilities for anticipated tax audit issues based on estimates and calculations as to whether additional tax will arise. Where the final tax outcome of these matters differs from the amounts that were initially recognized, such differences will affect the current and deferred tax assets and liabilities in the period in which such determination is made.
The fair value of the investment property is based on observable comparable information of the market, including expected selling prices. Where observable comparable information are not available, the fair values are determined through significant judgements by the Company's management who have the relevant expertise, knowledge and recent experience that are necessary in the valuation of the investment property.
At 31 December 2019 and 31 December 2018, the Management's fair value estimates of the investment property were based on valuation techniques which incorporate observable comparable selling prices, where these are available, adjusted to reflect the uniqueness, nature and the size of the properties, and their urban planning characteristics. For further information refer to Note 15.
For the purposes of the comparative method performed by the Company's management for the valuation of land, the land has been divided into three notional zones, considering the nonuniformity of the land the geographical advantages of each zone. Due to the high degree of subjectivity in the division of the land into the notional zones, the Company's management presents a sensitivity analysis in Note 15, to show the impact on the fair value of the investment property due to the change on the allocation of the total surface of the land to the different zones.
The main assumptions used for the valuation of the investment property are disclosed in Note 15.
As a result, the Company's management considers that the valuation of the investment is subject to a significant degree of subjectivity and an increased likelihood that the value of the investment property will be different.
Any changes in the assumptions used will result in a significant change in the fair value of the investment property (Note 15).
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Management uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date.
At 31 December 2019, the fair value of the investment was estimated by the Group's Management based on the comparable method for the valuation of the extra building coefficient for future development of residential apartments and the EBITDA multiple method for valuation of the hotel complex. The fair value was adjusted taking into consideration the fair value of the borrowing related to the renovation of the hotel complex as this was agreed between shareholders.
The Company's management assessed the different techniques and selected the fair value method which was based on the operational profit (EBITDA multiple) for hotel complex and comparable method for the extra building coefficient, as the most appropriate taking into account the characteristics and particularities of the investment, the available information and the maximization of the observable data used in the estimation.
In estimating operating profitability, the Group should make assumptions about expected operating profitability. These assumptions are based on historical trends as well as on future expectations. Although the Management believes that the assumptions used to calculate the fair value of the investment are reasonable and appropriate, these assumptions may be largely subjective, taking into account that the Group is not in a position to have a significant influence on decision-making (Note 18). The principal assumptions used to estimate the fair value of financial assets and the sensitivity analysis of these key assumptions are disclosed in Note 18 of the financial statements.
The Group has a ("call option") to compel Parklane Hotels Limited to issue solely and exclusively to the Group shares at fair value which together with the existing shareholding (24,98%) will constitute 50% of the issued shares of Parklane Hotels Limited. The right can be exercised between 30 September 2017 to 30 September 2020. In the event of exercise of the right, the shares to be issued will be at fair value which will be determined by an independent party. The above call option has not been recognized in the Group's financial statements as the Board of Directors considers that the call option does not have significant value.
As per management approach in relation to IFRS 8, the operating segments are presented in accordance with the internal reporting provided to the Board of Directors (the chief operating decision-maker), which is responsible for allocating resources and assessing performance of the operating segment. All operating segments used by the Group meet the definition of a reportable segment as per IFRS 8. The basic operating segments of the Group for which segment information is presented are as follows:
The Group's Board of Directors assesses the performance of the operating segments based on a measure of earnings before interest, taxes, depreciation and amortisation (EBITDA). This measurement basis excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs and impairments when the impairment is the result of an isolated, nonrecurring event. Interest income and expenditure are not allocated to segments. Other information presented, is accounted as per the financial statements.
The segment information provided to the Group's management for the reportable segments is as follows:
| Hotel and Tourism €000 |
Investment property €000 |
Cement €000 |
Other €000 |
Reconciliation adjustments €000 |
Total €000 |
|
|---|---|---|---|---|---|---|
| Revenue | - ========= |
- ========= |
100.984 ========= |
336 ========= |
(100.984) ======== |
336 ========= |
| (Loss)/Profit before interest, taxes and depreciation |
(53) ========= |
(542) ========= |
36.746 ========= |
174 ========= |
(36.746) ======== |
(421) ========= |
| Total segment assets | 20.703 | 238.131 | 291.094 | 12.608 | (232.693) | 329.842 |
| Total assets includes: Investments in associates |
========= - ========= |
========= - ========= |
========= - ========= |
========= 14 ========= |
======== 58.387 ======== |
========= 58.401 ========= |
| Additions to non-current assets | - | - | 14.793 | - | (14.793) | - |
| Total segment liabilities | ========= 16 ========= |
========= 1.621 ========= |
========= 50.375 ========= |
========= 44.093 ========= |
======== (50.375) ======== |
========= 45.730 ========= |
| Hotel and Tourism €000 |
Investment property €000 |
Cement €000 |
Other €000 |
Reconciliation adjustments €000 |
Total €000 |
|
|---|---|---|---|---|---|---|
| Revenue | - ========= |
- ========= |
97.926 ========= |
286 ========= |
(97.926) ======== |
286 ========= |
| (Loss)/Profit before interest, taxes and depreciation |
(37) ========= |
(589) ========= |
32.936 ========= |
155 ========= |
(32.936) ======== |
(471) ========= |
| Total segment assets | 20.703 | 238.108 | 286.316 | 12.134 | (229.782) | 327.479 |
| Total assets includes: Investments in associates |
========= - ========= |
========= - ========= |
========= - ========= |
========= 12 ========= |
======== 56.522 ======== |
========= 56.534 ========= |
| Additions to non-current assets | - | - | 5.897 | - | (5.897) | - |
| Total segment liabilities | ========= 16 ========= |
========= 1.621 ========= |
========= 52.967 ========= |
========= 44.029 ========= |
======== (52.967) ======== |
========= 45.666 ========= |
A reconciliation of loss before interest, taxes and depreciation to loss before tax is as follows:
| 2019 €000 |
2018 €000 |
|
|---|---|---|
| Loss before interest, taxes and depreciation Depreciation |
(421) (9) ____ |
(471) (9) ____ |
| Operating loss Share of profit of investments accounted for using the equity method |
(430) | (480) |
| (Note 16) | 5.162 | 4.050 |
| Profit before tax | ____ 4.732 ========== |
____ 3.570 ========== |
Reportable segments' assets are reconciled to total assets as follows:
| 2019 €000 |
2018 €000 |
|
|---|---|---|
| Assets for reportable segments | 329.842 | 327.479 |
| Total assets as per consolidated balance sheet | _____ 329.842 =========== |
_____ 327.479 =========== |
Reportable segments' liabilities are reconciled to total liabilities as follows:
| 2019 €000 |
2018 €000 |
|
|---|---|---|
| Liabilities for reportable segments | 45.730 | 45.666 |
| Total liabilities as per consolidated balance sheet | _____ 45.730 =========== |
_____ 45.666 =========== |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Interest income: Loans to related parties (Note 28 (ii)) Tax refundable |
314 22 |
286 - |
314 - |
286 - |
| Dividend income (Note 16) | - | - | 3.276 | 4.641 |
| ___ 336 ========= |
___ 286 ========= |
____ 3.590 ========== |
____ 4.927 ========== |
| 2019 | 2018 €000 |
|---|---|
| 9 | |
| 34 | |
| 6 | |
| 4 | |
| 9 | |
| 7 | |
| 623 | |
| 63 | 75 |
| ____ 767 |
|
| ========== | ========== |
| 2018 | |
| €000 | €000 |
| 6 | |
| 29 | |
| 6 | |
| 4 | |
| 9 | 9 |
| 7 | 7 |
| 46 | 51 |
| 26 | 29 |
| 149 | ____ 141 |
| €000 9 34 35 5 9 7 604 _ 766 2019 9 29 18 5 ______ |
The total fees charged by the statutory audit firm for the statutory audit of the annual financial statements of the Group/Company for the year ended 31 December 2019 amounted to €34 thousand/€29 thousand (2018: €43 thousand/€29 thousand). The total fees charged by the statutory audit firm of the Group/Company for the year ended 31 December 2019 for non-audit services amounted to €0 thousand (2018: €0 thousand).
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Tax Defence tax |
6 | - | - | - |
| Tax credit | ___ | ___ | ___ | ___ |
| 6 | - | - | - | |
| ========= | ========= | ========= | ========= |
The tax on the Group's and Company's profit/(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Profit before tax | 4.732 ========= |
3.570 ========= |
3.441 ========== |
4.786 ========== |
| Tax calculated at the applicable corporation tax rate of 12,5% |
592 | 446 | 430 | 598 |
| Tax effect of expenses not deductible for tax purposes |
13 | 13 | 9 | 8 |
| Tax effect of allowances and income not subject to tax |
(3) | - | (410) | (580) |
| Tax effect of share of profit from investments accounted for using the equity |
||||
| method Tax effect of using tax losses brought |
(645) | (506) | - | - |
| forward Tax effect of losses for which no deferred |
(30) | (26) | (29) | (26) |
| tax asset has been recognised | 73 | 73 | - | - |
| Defence tax | 6 ___ |
- ___ |
- ___ |
- ___ |
| Tax charge | 6 ========= |
- ========= |
- ========= |
- ========= |
The Company and the Group are subject to income tax on taxable profits at the rate of 12,5%.
As from tax year 2012 brought forward losses of only five years may be utilised. From 1 January 2009 onwards, under certain conditions, interest may be exempt from income tax and be subject only to special contribution for defence at the rate of 10%; increased to 15% as from 31 August 2011, and to 30% as from 29 April 2013.
In certain cases dividends received from abroad may be subject to special contribution for defence at the rate of 17% as from 1 January 2014. In certain cases dividends received from 1 January 2012 onwards from other Cyprus tax resident companies may also be subject to special contribution for defence.
Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempt from Cyprus income tax.
In accordance with the Income Tax Law, the Company and its subsidiaries, over which the Company controls directly or indirectly of the 75% of their issued share capital, are considered to be a "group" for tax purposes. A company of the "group" may transfer losses and offset them against profits elsewhere in the group.
The tax (charge)/credit relating to components of other comprehensive income is as follows:
| Year ended 31 December | |||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | ||||||
| Tax | Tax | ||||||
| Before tax €000 |
(charge)/ credit €000 |
After tax €000 |
Before tax €000 |
(charge)/ credit €000 |
After tax €000 |
||
| Associated companies: Changes in equity |
(19) ____ |
- _____ |
(19) ____ |
(761) ____ |
- ____ |
(761) ____ |
|
| Other comprehensive Income |
(19) ========== |
- =========== |
(19) ========== |
(761) ========== |
- ========== |
(761) ========== |
Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
| 31 December 2019 |
31 December 2018 |
|
|---|---|---|
| Profit attributable to equity holders of the Company - €000 | 4.743 ============ |
3.582 ============ |
| Weighted average number of ordinary shares in issue | 137.610.883 ============ |
137.610.883 ============ |
| Profit per share - basic and fully diluted (cent per share) | 3,45 ============ |
2,60 ============ |
On 29th June 2018, the Annual General Meeting approved the payment of a dividend of €0,02 per share, amounted to €2.752 thousand out of the profits of 2017. The dividend was paid to the shareholders on 27 July 2018.
On 21st June 2019, the Annual General Meeting approved the payment of a dividend of €0,0175 per share, amounted to €2.408 thousand out of the profits of 2018. The dividend was paid to the shareholders on 25 July 2019.
| Machinery and equipment €000 |
Motor Vehicles €000 |
Furniture and fittings €000 |
Total €000 |
|
|---|---|---|---|---|
| At 1 January 2018 Cost Accumulated depreciation |
46 (18) |
- - |
46 (18) |
|
| Net book value | ___ 28 ========= |
___ - ========= |
___ 28 ========= |
|
| Year ended 31 December 2018 | - | 28 | - | 28 |
| Opening net book amount | - | (9) | - | (9) |
| Depreciation charge (Note 10) | ____ | ___ | ___ | _____ |
| Net book amount at the end of the | - | 19 | - | 19 |
| year | ========== | ========= | ========= | =========== |
| At 31 December 2018 | - | 46 | - | 46 |
| Cost | - | (27) | - | (27) |
| Accumulated depreciation | ____ | ___ | ___ | _____ |
| Net book amount | - | 19 | - | 19 |
| ========== | ========= | ========= | =========== | |
| Year ended 31 December 2019 | - | 19 | - | 19 |
| Opening net book amount | - | (9) | - | (9) |
| Depreciation charge (Note 10) | ____ | ___ | ___ | ____ |
| Net book amount at the end of the | - | 9 | - | 9 |
| year | ========== | ========= | ========= | ========== |
| At 31 December 2019 | - | 46 | - | 46 |
| Cost | - | (36) | - | (36) |
| Accumulated depreciation | ____ | ___ | ___ | _____ |
| Net book amount | - | 9 | - | 9 |
| ========== | ========= | ========= | =========== |
| Motor vehicles €000 |
Furniture and fittings €000 |
Total €000 |
|
|---|---|---|---|
| At 1 January 2018 | |||
| Cost | 46 | - | 46 |
| Accumulated depreciation | (18) ___ |
- ___ |
(18) ___ |
| Net book value | 28 ========= |
- ========= |
28 ========= |
| Year ended 31 December 2018 | |||
| Opening net book amount | 28 | - | 28 |
| Depreciation charge (Note 10) | (9) ___ |
- ___ |
(9) _____ |
| Net book amount at the end of the year | 19 | - | 19 |
| At 31 December 2018 | ___ | ___ | ___ |
| Cost | 46 | - | 46 |
| Accumulated depreciation | (27) ___ |
- ___ |
(27) _____ |
| Net book amount | 19 ========= |
- ========= |
19 ========= |
| Year ended 31 December 2019 | |||
| Opening net book amount | 19 | - | 19 |
| Depreciation charge (Note 10) | (9) ___ |
- ___ |
(9) _____ |
| Net book amount at the end of the year | 9 | - | 9 |
| At 31 December 2019 | ========= | ========= | =========== |
| Cost | 46 | - | 46 |
| Accumulated depreciation | (36) ___ |
- ___ |
(36) _____ |
| Net book amount | 9 ========= |
- ========= |
9 =========== |
Depreciation charge of €9 thousand (2018: €9 thousand) was charged to administrative expenses.
| Land for development in Cyprus | |||
|---|---|---|---|
| 2019 | |||
| €000 | €000 | ||
| Fair value hierarchy | 3 | 3 | |
| Fair Value at 1 January | 238.108 | 274.808 | |
| Additions | 22 | - | |
| Fair value at 31 December | _____ 238.131 |
_____ 238.108 |
|
| =========== | =========== |
| Land in Cyprus | |||
|---|---|---|---|
| 2019 | 2018 | ||
| €000 | €000 | ||
| Fair Value at 1 January/31 December | 842 | 837 | |
| =========== | =========== |
The Company's/Group's investment property is measured at fair value. Changes at fair values are presented in profit or loss. The Company/Group holds only one class of investment property, being land for development in Cyprus.
At 31 December 2018 and 31 December 2019, loans of related parties were secured with Group's investment property (Note 28 (v)).
The investment property is valued by the Company's management who has the relevant expertise, knowledge and recent experience in the valuation of the investment property.
The Group's management estimates that the fair value of land under development at 31 December 2019 has not changed from the fair value as determined at 31 December 2018. The valuation of investment property at fair value was assessed on the basis of the comparative method taking into account comparative sales made in 2018 in close proximity to the land of the Group and with very comparable characteristics. The Group's Management considers that the comparative method is the most appropriate method of valuation of the property, taking into account the characteristics and specificities of the property.
For the purpose of the comparative method performed by Group's management for the valuation of the property, the land has been divided into three notional zones considering the physical characteristics of each zone. As a result, the comparative method is based on observable prices for Zone A and adjustments were made for the valuation of the remaining zones using the zoning method.
The area of each notional zone and the price per square meter has been determined by the Company's management as follows;
| Notional Zone | Area (square meters '000/ %) | Price per square meter (€) |
|---|---|---|
| Zone Α | 175 / 17% |
494 |
| Zone Β | 82 / 8% |
247 (1/2 of Zone A's price) |
| Zone C | 799 / 75% |
165 (1/3 of Zone A's price) |
The valuation of the Group's investment property has been classified as level 3 valuation since the valuation techniques used incorporate unobservable inputs.
The table below shows the possible impact of the fair value of the investment property in the Group's/Company's total income due to a change in the non-observable inputs (Level 3).
| Property | Valuation (€000) |
Valuation method |
Non-observable inputs |
Change in input Zone A – 106/ 10% |
Deviation/ Sensitivity |
|---|---|---|---|---|---|
| Land for development | 237.289 / | Comparative | Allocation of area | Zone B – 106/ 10% Zone C – 844/ 80% |
€20.946 thousands decrease |
| in Cyprus | 237.271 | method | into zones ('000/ %) | Zone A – 106/ 10% Zone B – 53/ 5% Zone C – 897/ 85% |
€25.287 thousands decrease |
| Land for development | 237.289 / | Comparative | Price per | Zone A – 519 Zone B – 259 Zone C – 173 |
€12.061 thousands increase |
| In Cyprus | 237.271 method |
square meter (€) | Zone A – 469 Zone B – 235 Zone C – 156 |
€11.754 thousands decrease |
| The Group | The Company | |||
|---|---|---|---|---|
| 2018 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| At beginning of year | 56.534 | 57.885 | 52.608 | 52.608 |
| Share of profit after tax | 5.162 | 4.051 | - | - |
| Share of changes in equity | (19) | (761) | - | - |
| Dividends (Note 9) | (3.276) ____ |
(4.641) ____ |
- ____ |
- ____ |
| At end of year | 58.401 ========== |
56.534 ========== |
52.608 ========== |
52.608 ========== |
Set out below are presented the associate companies of the group as at 31 December 2019 and 31 December 2018. The associate companies listed below have a share capital consisting exclusively of ordinary shares, held directly by the Group. The country of incorporation or registration is the place of business.
| Country | Principal activities | % interest held |
Measurement Method |
|
|---|---|---|---|---|
| 2019 | ||||
| Vassiliko Cement Works Public Company Limited | Cyprus | Production and sale of cement |
25,3% | Equity Method |
| Secretarial and | ||||
| C.C.C. Secretarial Ltd | Cyprus | administration services |
50,0% | Equity Method |
| 2018 | ||||
| Vassiliko Cement Works Public Company Limited | Cyprus | Production and sale of cement |
25,3% | Equity Method |
| Secretarial and | ||||
| C.C.C. Secretarial Ltd | Cyprus | administration services |
50,0% | Equity Method |
The associate company Vassiliko Cement Works Public Company Limited is listed on the Cyprus Stock Exchange. On 31 December 2019, and the fair value of the investment in associate based on the market price was €40.767 thousand (2018: €48.775 thousand). The market price listed on the stock exchange is not representative since these shares are not traded in an active market.
There are no significant restrictions as a result of borrowing, regulatory or contractual arrangements between investors with significant influence on affiliated companies in relation to the ability of affiliated companies to transfer money to the Group in the form of cash dividends or to repay loans or advances made from the Group.
Non-cancellable lease payments are as follows:
| Vassiliko Cement Works Public Company Limited |
|||
|---|---|---|---|
| 2019 €000 |
2018 €000 |
||
| Within 1 year Between 2 to 5 years Later than 5 years |
- - - |
21 35 65 |
|
| ____ - ========== |
____ 121 ========== |
16 Investments accounted for using the equity method (continued)
Minimum non-cancellable lease payments are as follows:
| Vassiliko Cement Works Public Company Limited |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| €000 | €000 | ||
| Within 1 year | - | 90 | |
| Between 2 to 5 years | - | 122 | |
| ____ - |
____ 212 |
||
| ========== | ========== |
At 31 December 2019, the capital expenditures for the associated company Vassiliko Cement Works Public Company Limited, which have been committed but have not yet been realised, amounted to €6.706 thousand (2018: €996 thousand).
Set out below are the summarised financial information of the associated companies:
| Vassiliko Cement Works Public Company Limited |
||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| €000 | €000 | |||
| Current assets | 41.958 | 31.866 | ||
| Non-current assets | 249.136 | 254.450 | ||
| Current Liabilities | (16.917) | (14.926) | ||
| Non-current Liabilities | (33.458) | (38.041) | ||
| Net assets | ______ 240.719 |
______ 233.349 |
||
| =========== | =========== |
| Vassiliko Cement Works Public Company Limited |
|||
|---|---|---|---|
| 2019 €000 |
2018 €000 |
||
| Revenue | 100.984 | 97.926 | |
| Profit for the year | ____ 20.392 |
____ 15.722 |
|
| Other Comprehensive income | ____ (74) |
____ (3.009) |
|
| Total comprehensive income for the year | ____ 20.318 |
____ 12.713 |
|
| ____ | ____ |
The information stated above reflect the amounts presented in the consolidated financial statements of the associate companies.
The reconciliation of the summarized financial information is presented to the carrying value of the Investment in associate is as follows:
| Vassiliko Cement Works Public Company Limited |
||
|---|---|---|
| 2019 | 2018 | |
| €000 | €000 | |
| Summarised financial information | ||
| Net assets at 1 January | 223.411 | 229.041 |
| Profit for the year | 20.392 | 15.722 |
| Other comprehensive income for the year | (74) | (3.009) |
| Dividends | (12.948) | (18.343) |
| Net assets at 31 December | ______ 230.781 |
______ 223.411 |
| Share of the investment in associate – 25,3% | ============ 58.388 |
============ 56.461 |
| Carrying value | ============ 58.388 ============ |
============ 56.461 ============ |
Set out below are presented the associate companies of the company at 31 December 2019 and 31 December 2018. The associate companies listed below have a share capital consisting exclusively of ordinary shares, held directly by the Company. The country of incorporation or registration is also the place of business.
| Country | Principal activities | % interest held |
Measurement Method |
|
|---|---|---|---|---|
| 2019 | ||||
| Vassiliko Cement Works Public Company Limited |
Cyprus | Production and sale of cement | 25,3% | Cost Method |
| C.C.C. Secretarial Ltd | Cyprus | Secretarial and administration services |
50,0% | Cost Method |
| 2018 | ||||
| Vassiliko Cement Works Public Company Limited |
Cyprus | Production and sale of cement | 25,3% | Cost Method |
| C.C.C. Secretarial Ltd | Cyprus | Secretarial and administration services |
50,0% | Cost Method |
| 2019 | 2018 | |
|---|---|---|
| €000 | €000 | |
| At the beginning of the year | 249.950 | 249.950 |
| ______ | ______ | |
| At the end of the year | 249.950 | 249.950 |
| ============ | ============ |
The subsidiary companies, all of them registered in Cyprus, are listed below. Unless specified otherwise, subsidiaries have a share capital consisting exclusively of ordinary shares held directly by the group, and the percentage of ownership rights held is equal to the voting rights the group owns. The country of incorporation or registration is the place of business.
| % interest held | ||||
|---|---|---|---|---|
| Name | Country of incorporation |
Principal activities | 31 December 2019 |
31 December 2018 |
| % | % | |||
| C.C.C. Real Estate Company Limited |
Cyprus | Holding and development of investment property |
100,00 | 100,00 |
| C.C.C. Tourist Enterprises Public Company Limited |
Cyprus | Holding of investments in hotel and tourism industry |
67,29 | 67,29 |
The minority interest in subsidiary companies on 31 December 2019 was €6.756 thousand (2018: €6.773 thousand) and it relates to the minority interest of C.C.C. Tourist Enterprises Public Company Limited. The minority interest's percentage of C.C.C. Tourist Enterprises Public Company Limited is 32,71%. The share of loss for the year ended 31 December 2019 attributable to the minority interest of C.C.C. Tourist Enterprises Public Company Limited was €17 thousand (2018: €12 thousand).
| C.C.C. Tourist Enterprises Public Company Limited |
||
|---|---|---|
| 2019 €000 |
2018 €000 |
|
| Current assets Current liabilities |
149 (198) _____ |
142 (139) _____ |
| Net current assets | (50) =========== |
3 =========== |
| Non-current assets | 20.703 _____ |
20.703 _____ |
| Net non-current assets | 20.703 _____ |
20.703 _____ |
| Net assets | 20.653 =========== |
20.706 =========== |
| C.C.C. Tourist Enterprises Public Company Limited |
|||
|---|---|---|---|
| 2019 €000 |
2018 €000 |
||
| Loss for the year | (53) | (36) | |
| Other comprehensive loss | _____ - |
_____ - |
|
| Total comprehensive loss | __ (53) __ |
__ (36) __ |
| C.C.C. Tourist Enterprises Public Company Limited |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Cash flows from operating activities | €000 | €000 | |
| Cash generated from operations Interest paid |
(53) - _____ |
(40) - _____ |
|
| Net cash used in operating activities | (53) =========== |
(40) =========== |
|
| Net cash from investing activities | - =========== |
- =========== |
|
| Net cash from financing activities | 6 =========== |
40 =========== |
|
| Net increase/(decrease) in cash and bank overdrafts | - =========== |
- =========== |
|
| Cash and bank overdrafts at beginning of year | - =========== |
- =========== |
|
| Cash and bank overdrafts at end of year | - =========== |
- =========== |
The information above is the amount before inter-company eliminations.
| The Group | The Company | |||
|---|---|---|---|---|
| Investment in equity securities were determined at fair value through other comprehensive income |
2019 | 2018 | 2019 | 2018 |
| €000 | €000 | €000 | €000 | |
| Unlisted equity securities | 20.703 =========== |
20.703 =========== |
- =========== |
- =========== |
The Group's share in the share capital of Parklane Hotels Ltd is 24,98% (2018: 24,98%).
The Group's investment in Parklane Hotels Ltd is measured at fair value through other comprehensive income, in accordance with the IFRS 9 principles "Financial Instruments".
The valuation of the investment in Parklane Hotels Limited is prepared by the Group's Management. The valuation of the investment includes the valuation of the hotel complex and the extra building coefficient for the development of residential apartments. The Croup's Management have used the comparative method to measure the value of the extra building coefficient for the future development of residential apartments and the fair value on the expected operating method (Earnings Before Interest and Depreciation, known as EBITDA) for the valuation of the hotel complex. For the final estimation of the fair value of the investment, the fair value of the borrowings which is connected with the renovation of the hotel unit is taken into consideration.
| Description | Fair value method 2019 |
Non – observable data 2019 |
Connection between non – observable data and fair value 2019 |
|---|---|---|---|
| Hotel Complex | Fair value method based on operating |
Multiplier: 16 | The higher are the multiplier and the expected operating profit, |
| profit (EBITDA multiple) |
Expected operating profit (EBITDA): €8.750.000 |
the higher the fair value |
On 20 June 2019, the subsidiary company, C.C.C. Tourist Enterprises Public Company Ltd, has signed an agreement with Emerald Coast Properties Ltd, which holds 75,01% of the shares of Parklane Hotels Limited. The agreement, amongst others, covers the restructuring and repayment schedule of the credit facilities of the company Parklane Hotels Limited which relate to: (a) the renovation of the hotel complex and operating expenses until the date of operation of the hotel and (b) the development and sale of the luxury apartments under construction.
As per the terms of the agreement, the loan for the renovation has been agreed at a fixed amount which reflects the initial forecasts of the investment, whereas the proceeds from the sale of the luxury apartments are to be used to repay the remaining part of the loans of Parklane Hotels Limited.
As a result, the development and sale of luxury apartments, is not included in the valuation of investment for the year ended 31 December 2019. However, this is offset from the benefit from interest free and long term loan for the renovation of the hotel.
The valuation of the investment in Parklane Hotels limited at 31 December 2018 includes the valuation of the hotel complex and the development of the apartment building. The valuation has been carried out by Group's Management using the prepaid cashflows for the development of the apartment building and using the EBITDA multiple method, taking into consideration the expected start date of operations of the hotel which was under renovation on 31 December 2018.
| Description | Fair value method 2018 |
Non – observable data 2018 |
Connection between non – observable data and fair value 2018 |
|---|---|---|---|
| Hotel Complex | Fair value method based on operating |
Multiplier: 16 | The higher are the multiplier and the expected operating profit, |
| profit (EBITDA multiple) |
Expected operating profit (EBITDA): €10.000.000 |
the higher the fair value | |
| Residential apartments building |
Discounted cash flow method |
Expected sale price of residential apartments Between €12.000 and €18.000 per square meter |
The higher the sale price per square meter is, the greater the fair value. |
| Discount rate: 7,06% | The higher the discount rate, the lower the fair value |
The table below shows the possible impact on the fair value of the investment in Parklane Hotels Ltd in other comprehensive income, from the change in significant assumptions. The positive amount reflects the net possible profit and the negative amount the net possible loss to other comprehensive income.
| Change in assumptions | Impact in other comprehensive income 2019 |
|---|---|
| Operating profit method (Hotel complex) | €000 |
| Increase by 10% in the expected operating profit | 3.148 |
| Decrease by 10% in the expected operating profit | (3.148) |
| Increase by 1 unit in the multiplier | 1.967 |
| Decrease by 1 unit in the multiplier | (1.967) |
| Change in assumptions | Impact in other comprehensive income 2018 |
| Operating profit method (Hotel complex) | €000 |
| Increase by 10% of EBITDA | 3.597 |
| Decrease by 10% of EBITDA | (3.597) |
| Increase by 1 unit in the multiplier | 2.248 |
| Decrease by 1 unit in the multiplier | (2.248) |
| Discounted cash flow method (Residential apartments building) | |
| Increase by 10% in expected sale price | 1.825 |
| Decrease by 10% in expected sale price | (1.825) |
| Increase by 0,5 percentage points of the discount rate | (127) |
| Decrease by 0,5 percentage points of the discount rate | 127 |
The fair value of the investment is included in level 3 (Note 6 (iii) fair value estimations) since the valuation technique is based on significant non-observative inputs of the market.
The investment measured at fair value through other comprehensive income is analysed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Euro - functional and presentation currency | 20.703 | 20.703 | - | - |
| =========== | =========== | ======== | ======== |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2018 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Current | ||||
| Loan granted to ultimate holding company | ||||
| (Note 28 (vii)) | 4.433 | 2.693 | 4.433 | 2.693 |
| Loan granted to holding company | ||||
| (Note 28 (vii)) | 6.226 | 6.590 | 6.226 | 6.590 |
| Other receivables | 148 | 142 | - | - |
| Receivables from related parties | ||||
| (Note 28 (iv)) | 74 | 168 | 2.000 | 1.839 |
| ____ 10.881 ========== |
____ 9.593 ========== |
____ 12.659 ========== |
____ 11.122 ========== |
All loan receivables are repayable on demand, bear annual interest rate 3,00% (2018: 3,25%) and are secured (Note 28 (vii)).
Due to the short-term nature of the current financial assets at amortised cost, their carrying amount at the balance sheet date is considered to be at fair value.
Note 6 provides information on the impairment of financial assets at amortised cost and the exposure of Group's/Company's Credit Risk.
The carrying amounts of the Company's and Group's loan receivables are denominated in the following currencies:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2018 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Euro | 10.881 | 9.593 | 12.659 | 11.122 |
| ___ 10.881 ========= |
___ 9.593 ========= |
___ 12.659 ========= |
___ 11.122 ========= |
The maximum exposure to credit risk at the balance sheet date is the carrying value of receivables mentioned above. The Group's/Company's loan receivables are secured with Corporate Guarantees (Note 28 (vii)).
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2018 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Cash at bank and in hand | 1.578 ____ |
2.009 ____ |
1.574 ____ |
2.010 ____ |
| 1.578 ========== |
2.009 ========== |
1.574 ========== |
2.010 ========== |
For the purposes of the statement of cash flow, cash and cash equivalents with the bank include:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Cash at bank and in hand | 1.578 ____ |
2.009 ____ |
1.574 ____ |
2.010 ____ |
| 1.578 ========== |
2.009 ========== |
1.574 ========== |
2.010 ========== |
The carrying amounts of the Group's and Company's cash and cash equivalents are denominated in the following currencies:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Euro | 1.578 ========= |
2.009 ========= |
1.574 ========== |
2.010 ========== |
The main non-cash transactions of the Group, during the current year, were as follows:
• The payment of dividends by the Group of €896 thousand, against loan receivables by related companies.
The main non-cash transactions of the Company, during the current year, were as follows:
• The payment of dividends by the Company of €896 thousand, against loan receivables from related companies.
The main non-cash transactions of the Group, during the year 2018, were as follows:
• The payment of dividends by the Group of €1.023 thousand, against loan receivables by related companies.
The main non-cash transactions of the Company, during the year 2018, were as follows:
• The payment of dividends by the Company of €1.023 thousand, against loan receivables from related companies.
| The Group | The Company | |||
|---|---|---|---|---|
| 2018 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Value Added Tax Refundable | 139 ========= |
513 ========= |
- ========= |
- ========= |
| 31 December 2019 | 31 December 2018 | |||||
|---|---|---|---|---|---|---|
| Number of shares |
Ordinary share capital €000 |
Share premium €000 |
Number of shares |
Ordinary share capital €000 |
Share premium €000 |
|
| Issued and fully paid At beginning of year |
137.610.883 | 59.173 | 910 | 137.610.883 | 59.173 | 910 |
| At end of year | _____ 137.610.883 =========== |
____ 59.173 ========== |
___ 910 ========= |
_____ 137.610.883 =========== |
____ 59.173 ========== |
__ 910 ======== |
The total authorised number of ordinary shares is 200.000.000 shares (2018: 200.000.000 shares) with a nominal value of €0,43 per share (2018: nominal value of €0,43 per share). All issued shares are fully paid.
The undrawn borrowing facilities are secured by personal guarantees of Messrs. George Galatariotis and Costas Galatariotis amounted to €1.600 thousand (Note 28 (vi)).
The Company/Group has the following undrawn borrowing facilities:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Floating rate: | ||||
| Expiring within one year | 1.598 | 1.595 | 1.563 | 1.560 |
| ========== | ========== | ========== | ========== |
The facilities expiring within one year are annual facilities subject to review at various dates.
The movement in deferred tax liabilities, without taking into consideration the offsetting of balances not related to the same tax authority, is as follows:
| Profit fair value €000 |
Total €000 |
|
|---|---|---|
| At 1 January 2018 | 45.213 | 45.213 |
| At 31 December 2018 | _____ 45.213 |
____ 45.213 |
| =========== Profit fair value €000 |
========== Total €000 |
|
| At 1 January 2019 | 45.213 | 45.213 |
| At 31 December 2019 | _____ 45.213 =========== |
____ 45.213 ========== |
| subsidiary | ||
|---|---|---|
| €000 | Total €000 |
|
| 43.897 | 43.897 | |
| 43.897 | _____ 43.897 |
|
| Investment in | =========== | |
| Total | ||
| €000 | ||
| 43.897 | 43.897 | |
| _____ 43.897 |
||
| Investment in companies _ ========== subsidiary companies €000 _ 43.897 |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Payables to related parties (Note 28 (iv)) Other payables and accrued expenses |
13 204 |
15 138 |
9 194 ____ |
9 130 ____ |
| ___ 217 ========= |
___ 153 ========= |
203 ========== |
139 ========== |
The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date.
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Provision for road construction | 300 | 300 | - | - |
| At 31 December 2018 | ___ 300 |
___ 300 |
___ - |
___ - |
| ========= | ========= | ========= | ========= |
The Group is guarantor of the related companies loans as described in Note 28 (v). The Board of Directors does not expect any significant liabilities to the Group in respect to these guarantees.
The obligations related to the credit commitment obligations are as follows:
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Finance guarantees | 6 (i) | 1.500 | 1.500 |
| Provision for finance guarantees | 6 (i) | - | - |
The Company is controlled by C.C.C. Holdings & Investments Limited (parent company), which is registered in Cyprus. The ultimate holding company is George S. Galatariotis & Sons Limited, also registered in Cyprus.
The related companies are companies under common control, companies controlled by the Directors of the Company and companies exercising significant influence to the Group and the Company.
The following transactions were carried out with related parties:
| The Group | The Company | |||
|---|---|---|---|---|
| 2018 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Related companies: Management and administrative |
||||
| services | 568 __ |
580 __ |
36 ___ |
36 ___ |
| 568 | 580 | 36 | 36 | |
| ======== | ======== | ========= | ========= |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| €000 | €000 | €000 | €000 | ||
| Interest received (Note 9): Loans to related entities |
314 __ |
286 __ |
314 __ |
286 __ |
|
| 314 | 286 | 314 | 286 | ||
| ======== | ======== | ======== | ======== |
The total remuneration of the key management personnel (including the remuneration of the Directors as members of the Board of Directors and Audit Committee) for the year ended 31 December 2019 and 31 December 2018, amounts as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Receivable from related parties (Note 19): Related companies |
74 | 168 | 74 | 164 |
| Subsidiary companies | - | - | 1.926 | 1.675 |
| ___ | ___ | ____ | ____ | |
| 74 | 168 | 2.000 | 1.839 | |
| ========= | ========= | ========== | ========== | |
| Payable to related parties (Note 25): | ||||
| Directors | 13 | 15 | 9 | 9 |
| ___ | ___ | ____ | ____ | |
| 13 | 15 | 9 | 9 | |
| ========= | ========= | ========== | ========== |
The receivable and payable to related parties do not bear interest, are not secured and are repayable on demand.
The Group has guaranteed bank loans and overdrafts of related parties as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Guarantees on investment property €000 |
Corporate guarantees €000 |
Guarantees on investment property €000 |
Corporate guarantees €000 |
|
| Ultimate parent company | 1.677 | 1.500 | 1.677 | 1.500 |
| _____ | ____ | _____ | ____ | |
| 1.677 | 1.500 | 1.677 | 1.500 | |
| =========== | ========== | =========== | ========== |
The Group's/Company's unused bank overdrafts for the years ended 31 December 2019 and 2018 are secured by personal guarantees of Messrs. George Galatariotis and Costas Galatariotis for the amount of €800 thousand and €800 thousand respectively.
| The Group | The Company | ||
|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 |
| €000 | €000 | €000 | €000 |
| 2.693 | 1.911 | 2.693 | 1.911 |
| 1.957 | 1.097 | 1.957 | 1.097 |
| (341) | (389) | (341) | (389) |
| 123 | 75 | 123 | 75 |
| ___ 4.433 |
___ 2.693 |
___ 4.433 |
___ 2.693 ========= |
| ========= | ========= | ========= |
The loan bears interest at 3,00% (2018: 3,25%), is secured by corporate guarantee and is payable on demand.
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Loan to parent company: | ||||
| At the beginning of the year | 6.590 | 6.752 | 6.590 | 6.752 |
| Loan granted during the year | - | 15 | - | 15 |
| Loan set off against dividend payable by | ||||
| the company | (555) | (634) | (555) | (634) |
| Loan assigned during the year | - | 246 | - | 246 |
| Interest charge (Note 28 (ii)) | 191 | 211 | 191 | 211 |
| At the end of the year (Note 19) | ___ 6.226 |
___ 6.590 |
___ 6.226 |
___ 6.590 |
The loan bears interest at 3,00% (2018: 3,25%), is secured by corporate guarantee and is payable on demand.
On 11 March 2020, the World Health Organization declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments are taking increasingly stringent steps to help contain, and in many jurisdictions, now delay, 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. These measures have slowed down the economies both in Cyprus but globally as well with the potential of having wider impacts on the respective economies as the measures persist for a greater period of time (Note 1).
There were no other material post balance sheet events that are relevant to the understanding of the financial statements.
Independent auditor's report on pages 9 to 15.
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