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 – 9 |
| Independent auditor's report | 10 – 16 |
| Consolidated income statement and other comprehensive income | 17 |
| Company's income statement and other comprehensive income | 18 |
| Consolidated balance sheet | 19 |
| Company's balance sheet | 20 |
| Consolidated statement of changes in equity | 21 |
| Company's statement of changes in equity | 22 |
| Consolidated statement of cash flows | 23 |
| Company's statement of cash flows | 24 |
| Notes to the financial statements | 25 – 67 |
George St. Galatariotis, Executive Chairman Costas St. Galatariotis, Director Stavros G. St. Galatariotis, Director Michalis Christoforou, Director Michalis Mousiouttas, Director Antonis Antoniou Latouros, Director
Elena Stylianou
197 Makarios III Avenue Gala Tower CY-3030 Limassol Cyprus
PriceWaterhouseCoopers Ltd City House Karaiskaki 6 3032 Limassol
197 Makarios III 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 other responsible officers of the Company for the preparation of the consolidated and separate financial statements of K+G Complex 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 (Director) | |
| Stavros G. St. Galatariotis (Director) | |
| Michalis Christoforou (Director) | |
| Michalis Mousiouttas (Director) | |
| Antonis Antoniou Latouros (Director) |
| Name and surname | Position | Signature |
|---|---|---|
| Elena Stylianou | Financial Manager |
1 The Board of Directors of Κ+G Complex Public Company Limited (the "Company"), and its subsidiary 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 Company and the Group, which are unchanged from last year, are the following:
3 There has been no change in the structure of the Company/Group during the year. The Company/Group does not intend to make any redemption or merger.
4 The Group didn't realised any sales in 2019, compared to 2018 whereas the Group's turnover amounted to €4.570 thousand. Due to this, the Group presents operating loss of €397 thousand for 2019 compared to operating profit of €2.940 thousand in 2018. Additional, the net profit for the year arise to €806 thousand compared to €3.582 thousand in 2018. This is due to the increased results from its associated, The Cyprus Cement Public Company Limited, compared to 2018. At 31 December 2019 the Group's total assets amounted to €100.585 thousand (2018: €100.748 thousand) and the net assets amounted to €90.150 thousand (2018: €90.250 thousand).
5 The Company didn't realised any sales in 2019, compared to 2018 whereas the turnover amounted to €4.570 thousand. Due to this, the Company presents net loss €25 thousands compared to net profit of €3.340 thousands in 2018. During 2019 the Company received dividends from its associated company, The Cyprus Cement Public Company Limited, of €772 thousand (2018: from its associated, The Cyprus Cement Public Company Ltd amount of €883 thousand and from its subsidiary, Galatex Tourist Enterprises Ltd, amount of €115 thousand). At 31 December 2019 the total assets of the Company amounted to €47.275 thousand (2018: €48.182 thousand) and the total net assets amounted to €34.080 thousand (2018: €35.005 thousand).
6 The financial position, development and performance of the Company and the Group as presented in these financial statements are considered as expected.
7 The Company/Group takes into account and complies with all health, safety and environmental regulations that affect the operations in which the Company/Group 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 Company/Group has not violated any of the aforementioned regulations. The Company/Group is not involved in any legal, governmental or arbitral proceedings that will result in any material obligations to the Company/Group. This is in line with the general culture and vision of the Company/Group.
8 The major risks and uncertainties of the Group and the Company are disclosed in Notes 1, 6 and 28. 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 operations 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 the potential adverse effects on the Company's and the Group's financial performance. Risk management is carried out by the Management.
11 The Group's/Company's interest rate risk arises from interest-bearing assets and long term borrowings. Interest-bearing assets and long term borrowings issued at fixed rates, expose the Group and the Company to fair value interest rate risk. Interest-bearing assets and long term borrowings issued at floating interest rates, expose the Group and the Company to Liquidity risk.
12 At 31 December 2019, the Group's/Company's interest-bearing assets and liabilities issued at fixed interest rate amounted to €7.463/€7.463 thousand and €0/€3.088 thousand respectively. The Group's/Company's liabilities bearing floating interest rate amounted to €9.961/€9.961 thousand respectively. 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 deposits with banks and financial institutions as well as from exposure to credits from sales to customers and balances with related companies, including outstanding receivables and binding transactions. The Management does not expect any damages from non-fulfilment of obligations on behalf of these parties.
14 For banks and financial institutions, only organizations that are rated by independent parties are accepted. The Management estimates the customer's credit quality, taking into account his financial situation, past experience and other factors.
15 The Management controls current liquidity on the basis of expected cash flows. Prudent liquidity risk management involves the management of sufficient cash and the availability of finance through a sufficient amount of blocked credit facilities. The Group/Company Management believes that it is successful in managing the Group/Company exposure to liquidity risk.
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.
17 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 tourism sector, 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).
18 The results of the Group and the Company for the year are set out on pages 18 and 19 respectively. After the evaluation of the availability of profits distribution and the liquidity of the Group/Company the shareholders approved the dividends distribution as shown below.
19 On 21st June 2019, the Annual General Meeting of Company's Shareholders approved the payment of €0,007 per share, amounted to €900 thousand, out of the profits of year 2018. The dividends were paid to the shareholders on 25th July 2019.
20 There were no changes to the share capital of the Company during the year 2019.
21 The members of the Board of Directors as at 31 December 2019 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year 2019.
22 In accordance with the Company's Articles of Association Messrs. Michalis Christoforou and Antonis Antoniou Latouros, retire at the next Annual General Meeting and, being eligible, offer themselves for re-election.
23 There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
24 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 at the Alternative Market of the Cyprus Stock Exchange. The main reason for the non- adoption of the Corporate Governance Code is that the costs to be incurred by the adoption of the Corporate Governance Code would be disproportionately higher than any anticipated benefits that may be derived from its adoption.
25 The Board of Directors, is responsible, for the establishment of sufficient internal control procedures and risks control mechanisms, for the drafting, preparation, content and publication of all periodical information that is required for listed companies. The responsible person for the preparation of the financial statements is the Financial Manager.
26 The Audit Committee consists of the following members:
27 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
28 The shareholders who held more than 5% of the issued share capital of the Company with voting rights on 8 May 2020, are as follows:
% holding
C.C.C. Holdings & Investments Limited * 83,81
* Included in the interest of George St. Galatariotis as presented in the Directors' interest below.
29 The Company has not issued any titles with special control rights and there are no restrictions on voting rights.
30 The appointment and replacement of the members of the Board of Directors is done 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.
31 The Company's Articles of Association can be modified by the passing of a special resolution at an Extraordinary General Meeting of the shareholders.
32 The Board of Directors, subject to approval by the Company's shareholders, can proceed with the issue or the purchase of the 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.
33 The Board of Directors consists of 6 members and meetings are convened at regular intervals. The Board of Directors approves the Company's and Group's strategy and supervises the adoption and realization of the Company's and Group's strategic development.
34 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:
| 8 May 2020 |
31 December 2019 |
|
|---|---|---|
| % | % | |
| George St. Galatariotis (1) | 83,81 | 83,81 |
| Costas St. Galatariotis (1) | - | - |
| Stavros G. St. Galatariotis (1) | - | - |
| Michalis Christoforou | - | - |
| Antonis Antoniou Latouros | - | - |
| Michalis Mousiouttas | - | - |
(1) The participation percentage share 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 and their indirect participation in C.C.C. Holdings & Investments Limited.
35 Other than the transactions and the balances with the Directors and related parties referred to in Note 27 of the financial statements, there were no other significant contracts with the Company, or its subsidiaries 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.
36 The important events occurred after the reporting period are disclosed on notes 1 and 29. There were no other material events after the reporting period, which have a bearing on the understanding of the financial statements.
37 The Company and Group did not operate through any branches during the year.
38 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 K + G Complex Public Company Limited (the "Company") and its subsidiary (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 76 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 |
|---|---|
| Investments in associates Refer to Notes 7 and 19 of the consolidated and separate financial statements. |
For the fair value of land under development owned by the associate, we discussed with the Management of the Group and assessed the data, assumptions, valuation methodology and calculations made by the associate's |
| We focused on this matter due to the size of the carrying value of the investment in associate of the Group amounting to €88.972 thousands compared to the total assets of the Group, given that the profit of the Group is |
management for the estimation of the fair value of the property which is based on data and assumptions of high subjectivity, particularly in relation to the separation of the property into notional zones. |
| significantly affected from the share of the associate's profit as well as by the main features that affect the above. |
The separation of the property into notional zones by the associate's management was done to take into account the diversity and geographic advantages of each zone. |
In particular, the significant matters that have affected the carrying value of the investment are as follows:
• Fair value of land for development
We focused on this matter due to the size of the fair value of the land for development in the associate amounting to €238.131 thousands at 31 December 2019 and due to the complexity and high degree of subjectivity of the associate's management's assessment of the fair value of the property, including the high degree of subjectivity in the method used to separate the property into notional zones.
The Group's management and the associate'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. For further details refer to Note 19 of the consolidated and separate financial statements.
• Fair value of financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets)
We focused on this matter because of the size of the fair value of financial assets at fair value through other comprehensive income of €20.703 thousands at 31 December 2019 and because of the complexity and high degree of subjectivity involved in the associate's management's assessment of the fair value of the investment.
The fair value of the investment was estimated by the Group's management and the associate'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 and the associate's management at €20.703 thousands at 31 December 2019.
Internal experts of our office, with the required knowledge and skills, have been involved to support us in our assessment of the fair value measurement of the property performed by the management of the associate for the fair value of the land under development and the financial assets at fair value through other comprehensive income owned by the Group's associate.
With the support of internal experts, we examined the calculations made by the associate's management and the technical and mathematical accuracy of the valuation model. We also evaluated the reasonableness of the significant assumptions made by the associate's management through a comparison with observable market data.
For the fair value of financial assets at fair value through other comprehensive income, we evaluated the fair value of the borrowings of the investment which adjusted the fair value of the investment.
We as the group auditors have been involved in the audit work of the reporting unit of the Group for which the audit 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 made by the Group's management and the associate's management 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.
In addition, we evaluated the sensitivity analysis of the associate's management in relation to:
Finally, we evaluated the adequacy of the disclosures made in Note 19 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:
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 1996 by the Board of Directors for the audit of the financial statements for the year ended 31 December 1996. Our appointment was renewed annually, since then, by shareholder resolution. On 12 May 2005, the Cyprus Stock Exchange was first included in the list of regulated markets prepared by the European Commission and published in the Official Journal of the European Union and as a result, the first financial year in which the Company was designated as a Public Interest Entity (PIE) in the European Union was the year ended 31 December 2006. Since then, including our reappointment following the tendering process for the year ended 31 December 2018, the total period of uninterrupted engagement appointment was 14 years.
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 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.
In our opinion, based on the work undertaken in the course of our audit, the corporate governance statement includes all information referred to in subparagraphs (i), (ii), (iii), (vi) and (vii) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113.
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 |
|
|---|---|---|---|
| Sales | 9 | - | 4.570 |
| Cost of sales | 11 | - _____ |
(1.408) _____ |
| Gross profit | - | 3.162 | |
| Administrative expenses | (485) | (430) | |
| Selling and marketing expenses | (170) | (159) | |
| Other income | 10 | 258 _____ |
367 _____ |
| Operating profit | (397) | 2.940 | |
| Finance costs | 14 | (320) | (490) |
| Share of profit of investment in associates | 19 | 1.523 | 1.150 |
| Profit before tax | _____ 806 |
_____ 3.600 |
|
| Tax | 15 | - | (18) |
| Profit for the year | _____ 806 |
_____ 3.582 |
|
| Other comprehensive income | =========== | =========== | |
| Items that will not be reclassified to profit or loss | |||
| Share of movement of reserves of associates | 19 | (6) | (244) |
| Total comprehensive income for the year | _____ 800 =========== |
_____ 3.338 =========== |
|
| Profit per share (cents per share): | |||
| - Basic and fully diluted | 16 | 0,63 =========== |
2,79 =========== |
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Sales Cost of sales |
9 11 |
- - |
4.570 (1.408) |
| Gross profit | _____ - |
_____ 3.162 |
|
| Administrative expenses Selling and marketing expenses Other income |
10 | (475) (170) 1.030 |
(422) (159) 1.365 |
| Operating profit Finance costs |
14 | __ 385 (410) __ |
__ 3.946 (588) __ |
| (Loss)/Profit before tax Tax |
15 | (25) - |
3.358 (18) |
| (Loss)/Profit for the year | _____ (25) =========== |
_____ 3.340 =========== |
|
| Other comprehensive income | - | - | |
| Total comprehensive (loss)/income for the year | _____ (25) =========== |
_____ 3.340 =========== |
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Assets | |||
| Non-current assets Property, plant and equipment Investments in associates |
18 19 |
36 88.972 |
- 88.228 |
| __ 89.008 __ |
__ 88.228 __ |
||
| Current assets | |||
| Inventories | 21 | 3.862 | 3.859 |
| Current receivables Tax refundable |
22 | 7.633 17 |
8.145 20 |
| Cash and cash equivalents | 23 | 65 | 496 |
| __ 11.577 __ |
__ 12.520 __ |
||
| Total assets | 100.585 =========== |
100.748 =========== |
|
| Equity and liabilities | |||
| Capital and reserves Share capital |
24 | 21.860 | 21.860 |
| Share premium | 24 | 1.757 | 1.757 |
| Reserve of changes in equity of associate company | 239 | 245 | |
| Reserve arising on translation of share capital into Euro | 86 | 86 | |
| Retained earnings | 66.208 _____ |
66.302 _____ |
|
| Total equity | 90.150 _____ |
90.250 _____ |
|
| Non-current liabilities | |||
| Borrowings | 25 | 9.961 _____ |
9.641 _____ |
| 9.961 _____ |
9.641 _____ |
||
| Current liabilities Trade and other payables |
26 | 474 | 857 |
| _____ | _____ | ||
| 474 _____ |
857 _____ |
||
| Total liabilities | 10.435 _____ |
10.498 _____ |
|
| Total equity and liabilities | 100.585 =========== |
100.748 =========== |
|
On 8 May 2020 the Board of Directors of K + G Complex Public Company Limited authorised these financial statements for issue.
George St. Galatariotis, Executive Chairman
Costas St. Galatariotis, Director
| Note | 2019 €000 |
2018 €000 |
|
|---|---|---|---|
| Assets | |||
| Non current assets Property, plant and equipment |
18 | 36 | - |
| Investments in subsidiaries | 20 | 2.722 | 2.722 |
| Investments in associates | 19 | 32.958 _____ |
32.958 _____ |
| 35.716 _____ |
35.680 _____ |
||
| Current assets | |||
| Inventories Financial assets held at amortised cost |
21 22 |
3.862 7.633 |
3.859 8.145 |
| Tax refundable | - | 3 | |
| Cash and cash equivalents at bank | 23 | 64 _____ |
495 _____ |
| 11.559 _____ |
12.502 _____ |
||
| Total assets | 47.275 =========== |
48.182 =========== |
|
| Equity and liabilities | |||
| Capital and reserves | |||
| Share capital Share premium |
24 24 |
21.860 1.757 |
21.860 1.757 |
| Reserve arising on translation of share capital into Euro | 86 | 86 | |
| Retained earnings | 10.377 _____ |
11.302 _____ |
|
| 34.080 _____ |
35.005 _____ |
||
| Non current liabilities | |||
| Borrowings | 25 | 13.049 _____ |
12.649 _____ |
| 13.049 _____ |
12.649 _____ |
||
| Current liabilities Trade and other payables |
26 | 146 | 528 |
| _____ | _____ | ||
| 146 _____ |
528 _____ |
||
| Total liabilities | 13.195 | 13.177 | |
| Total equity and liabilities | _____ 47.275 |
_____ 48.182 |
|
| =========== | =========== |
On 8 May 2020 the Board of Directors of K + G Complex Public Company Limited authorised these financial statements for issue.
George St. Galatariotis, Executive Chairman
Costas St. Galatariotis, Director
| Share Share share capital associated premium (2) into Euros(2) company (2) capital €000 €000 €000 €000 Balance at 1 January 2018 21.860 1.757 86 490 _ _ _____ _ Comprehensive income Profit for the year - - - - ___ _ _ _ ___ Other comprehensive income |
Retained earnings (1) Total €000 €000 64.392 88.585 |
|---|---|
| _ _ |
|
| 3.582 3.582 ___ |
|
| Share of reserves of associates (Note 19) - - - (244) |
- (244) |
| _ _ _____ __ Total comprehensive profit for the year 2018 - - - (244) |
_ _ 3.582 3.338 |
| _ _ _____ __ Transactions with owners Dividend paid out of profits of 2017 (Note 17) - - - - |
_ _ (1.672) (1.672) |
| _ _ _____ __ Total transactions with owners - - - - |
_ _ (1.672) (1.672) |
| _ _ _____ __ Balance at 31 December 2018/ 1 January 2019 21.860 1.757 86 245 |
_ _ 66.302 90.250 |
| _ _ _____ __ Other comprehensive income Profit for the year - - - - |
_ _ 806 806 |
| _ _ _____ __ Other comprehensive income Share of reserves of associates (Note 19) - - - (6) |
_ _ - (6) |
| _ _ _____ __ Total comprehensive income for the year 2019 - - - (6) |
_ _ 806 800 |
| _ _ _____ __ Transactions with owners |
_ _ |
| Dividend paid out of profits of 2018 (Note 17) - - - - _ _ _____ __ |
(900) (900) _ _ |
| Total transactions with owners - - - - |
(900) (900) |
| _ _ _____ __ Balance at 31 December 2019 21.860 1.757 86 239 ========= ========= ======== ========= ========= |
_ _ 66.208 90.150 |
(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, the reserve of changes in equity of associates and the reserve arising on translation of share capital into Euro are not available for distribution in the form of dividends.
| Share Capital €000 |
Share premium (2) €000 |
Reserve arising on translation of share capital into Euro (2) €000 |
Retained earnings (1) €000 |
Total €000 |
|
|---|---|---|---|---|---|
| Balance at 1 January 2018 | 21.860 ____ |
1.757 ____ |
86 ____ |
9.634 ___ |
33.337 ____ |
| Comprehensive income Profit for the year |
- ____ |
- ____ |
- ____ |
3.340 ___ |
3.340 ____ |
| Total comprehensive profit for the year 2018 |
- | - | - | 3.340 | 3.340 |
| Transactions with owners Dividend paid out of profits of 2017 (Note 17) |
_ - _ |
_ - _ |
_ - _ |
_ (1.672) _ |
_ (1.672) _ |
| Total transactions with owners | - | - | - | (1.672) | (1.672) |
| Balance at 31 December 2018/ 1 January 2019 |
_ 21.860 _ |
_ 1.757 _ |
_ 86 _ |
_ 11.302 _ |
_ 35.005 _ |
| Comprehensive income Profit for the year |
- ____ |
- ____ |
- ____ |
(25) ___ |
(25) ____ |
| Total comprehensive profit for the year 2019 |
- | - | - | (25) | (25) |
| Transactions with owners Dividend paid out of profits of 2018 (Note 17) |
____ - |
____ - |
____ - |
___ (900) |
____ (900) |
| Total transactions with owners | ____ - |
____ - |
____ - |
___ (900) |
____ (900) |
| Balance at 31 December 2019 | ____ 21.860 ========== |
____ 1.757 ========== |
____ 86 ========== |
___ 10.377 ========= |
____ 34.080 ========== |
(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, the reserve arising on translation of share capital into Euro are not available for distribution in the form of dividends.
| 2019 | 2018 | ||
|---|---|---|---|
| Cash flows from operating activities | Note | €000 | €000 |
| Profit before tax | 806 | 3.600 | |
| Interest expense | 14 | 320 | 490 |
| Interest income | 10 | (251) | (364) |
| Depreciation of property, plant and equipment | 12 | 9 | - |
| Share of profit of associates | 19 | (1.523) ____ |
(1.150) ____ |
| (639) | 2.576 | ||
| Changes in working capital: | |||
| Inventories Financial assets held at amortised cost |
(3) (125) |
1.277 (4) |
|
| Trade and other payables | (382) | 675 | |
| ____ | ____ | ||
| Cash generated from operations Tax paid |
(1.149) - |
4.524 (18) |
|
| ____ | ____ | ||
| Net cash generated from operating activities | (1.149) ____ |
4.506 ____ |
|
| Cash flows from investing activities | |||
| Loans granted to related parties | 27 (vi) | (13) | (3) |
| Repayments of loans from related parties | 27 (vi) | 150 | 69 |
| Interest received | - | 55 | |
| Dividend received | 772 | 883 | |
| Additions Property, plant and equipment | (45) ____ |
- ____ |
|
| Net cash generated from investing activities | 864 ____ |
1.004 ____ |
|
| Cash flows from financing activities | |||
| Repayments of bank loan | - | (4.211) | |
| Interest paid | - | (490) | |
| Dividend paid to the shareholders | (146) | (271) | |
| Net cash used in financing activities | ____ (146) |
____ (4.972) |
|
| Net (decrease)/increase in cash, cash equivalents and bank | ____ | ____ | |
| overdrafts | (431) | 538 | |
| Cash, cash equivalents and bank overdrafts at the beginning of the year |
496 | (42) | |
| ____ | ____ | ||
| Cash, cash equivalents and bank overdrafts at the end of the year |
23 | 65 | 496 |
| ========== | ========== |
For non-cash transactions refer to note 23.
| Note | 2019 €000 |
2018 €000 |
|---|---|---|
| 3.358 | ||
| 10 14 27 (iii) |
(252) 410 (772) |
(364) 588 (998) |
| ____ | - ____ |
|
| (3) (124) |
2.584 1.277 1 |
|
| ____ (1.139) - |
674 ____ 4.536 (18) |
|
| ____ (1.139) |
____ 4.518 |
|
| 27 (vi) 27 (vi) |
(13) 150 (45) - 772 ___ |
_ (3) 69 - 55 883 ______ 1.004 |
| 27 (v) 27 (v) |
___ - (10) - - (146) |
___ 6 (22) (4.211) (489) (271) |
| (156) | ____ (4.987) |
|
| (431) 495 |
____ 365 (40) |
|
| 23 | 64 | ____ 495 ========== |
| 12 | (25) 9 (630) (382) _ 864 _ _ _ ========== |
For non-cash transactions refer to note 23.
K+G Complex Public Company Limited (the "Company") was incorporated in Cyprus in June 1980, as a private limited liability company in accordance with the provisions of the Cyprus Companies Law, Cap. 113, and in May 1981 became a public company. The Company is listed on the Cyprus Stock Exchange. Its registered office of the Company is at 197 Makarios III Avenue, Gala Tower, CY-3030 Limassol, Cyprus.
The principal activities of the Company and the Group, which are unchanged from last year, are the following:
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 K+G Complex Public Company Limited and its subsidiary (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.
The financial statements have been prepared under the historical cost convention.
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 principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
Revenue represents the amount of consideration to which the Group/Company expects to be entitled in exchange for transferring the promised goods or services to the customer, excluding amounts collected on behalf of third parties (for example, value-added taxes); the transaction price. The Group/Company includes in the transaction price an amount of variable consideration as a result of rebates/discounts only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The Group/Company recognises revenue when the parties have approved the contract (in writing, orally or in accordance with other customary business practices) and are committed to perform their respective obligations, the Group/Company can identify each party's rights and the payment terms for the goods or services to be transferred, the contract has commercial substance (i.e. the risk, timing or amount of the Group's/Company's future cash flows is expected to change as a result of the contract), it is probable that the Group/Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer and when specific criteria have been met for each of the Group's/Company's contracts with customers.
The Group/Company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. In evaluating whether collectability of an amount of consideration is probable, the Company considers only the customer's ability and intention to pay that amount of consideration when it is due.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimates are reflected in the income statement in the period in which the circumstances that give rise to the revision become known by management.
The Group/Company assesses whether contracts that involve the provision of a range of goods and/or services contain one or more performance obligations (that is, distinct promises to provide a service) and allocates the transaction price to each performance obligation identified on the basis of its stand-alone selling price. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service, either on its own or together with other resources that are readily available to the customer (that is the good or service is capable of being distinct) and the Group's/Company's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the good or service is distinct within the context of the contract).
Revenue is recognised when control over the property has been transferred to the customer. The properties have generally no alternative use for the Group/Company due to contractual restrictions. However, an enforceable right to payment does not arise until legal title has passed to the customer. Therefore, revenue is recognised at a point in time when the legal title has passed to the customer.
The revenue is measured at the transaction price agreed under the contract. In most cases, the consideration is due when legal title has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is therefore not adjusted for the effects of a significant financing component.
The Group/Company does not have any material contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group/Company elects to use the practical expedient and does not adjust any of the transaction prices for the time value of money.
Interest income on financial assets at amortised cost calculated using the effective interest method is recognised as "Other income" in the Income statement and other comprehensive income. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit impaired. For credit impaired financial assets (Stage 3), the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance). For Stage 1 and Stage 2 the effective interest rate is applied to the gross amount of financial assets.
Dividends are recognised as "Other income" in the Company's profit or loss when the right to receive payment is established.
The classification depends on the Group/Company's business model for managing the related assets portfolio and the contractual cash flow of the financial assets. The management determines the classification of assets on initial recognition.
The Group/Company classifies its financial assets at amortised cost. Financial assets at amortised cost are held to collect contractual cash flows and their cash flows represent only capital and interest payments. They are included in current assets other than those which have expired more than 12 months after the balance sheet date. These are classified as non-current assets.
The Group/Company's financial assets at amortised costs include: cash and equivalents and financial assets at amortised costs.
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 Group/Company 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. Any gain or loss resulting from the writeoff shall be recognised directly in the profit and loss.
At initial recognition, the Group/Company measures a financial asset at its fair value and additionally adds transaction costs that are directly attributable to the acquisition of the financial asset. These are then measured at amortized costs.
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 valuation techniques whose inputs include only data from observable markets.
The Group/Company assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at amortised cost. 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 recognized in the income statement and other comprehensive income.
Debt assets measured at amortised cost are presented in the balance sheet net of the allowance for ECL.
The impairment methodology applied by the Group/Company for the calculation of expected credit losses depends on the type of financial asset estimated for impairment. More specifically:
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 Group/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.
The Group/Company sometimes renegotiates or modifies the contractual cash flow of financial assets. The Group/Company assesses whether the modification of contractual cash flows is significant.
If the amended terms are material, the cash flow rights from the original asset expire and the Group/Company deletes the original financial asset and recognises a new asset at fair value. The renegotiation date shall be considered as the date of initial recognition for the purposes of calculating a subsequent impairment, including the determination of whether a significant increase in credit risk ("SICR") has occurred. The Group/Company also assesses whether a new loan or debit financial asset meets the SICR criterion. Any difference between the carrying value of the original asset written off and the fair value of the new significantly modified asset shall be recognised in the profit or loss, unless the substance of the modification is attributed to capital transactions with the owners.
If the renegotiation was due to the counterparty's financial difficulties and an inability to execute the initially agreed payments, the Group/Company shall compare the initial and revised expected cash flows to assess whether the risks and benefits of the asset have significantly diversified as a result of the contractual modification. If the risks and benefits do not change, the modified asset is not substantially different from the original asset and the modification does not lead to write-off. The Group/Company recalculates the gross book value by discounting the modified contractual cash flows at the initial effective interest rate and recognises the change profit or loss in the results.
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 and bank overdrafts. 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.
Amounts arising from transactions not in Group's/Company's ordinary operational cycle are held for the purpose of collecting their contractual cash flows and these represent only capital and interest payments. Consequently, they are measured at amortised cost using the effective interest rate method, excluding any provision for impairment. Financial assets at amortised cost are classified as current assets if they are due within one year or less (or based on the ordinary operational cycle of the Group's/Company's turnover if higher). If not, they are classified as non-current assets.
The consolidated financial statements include the financial statements of K+G Complex Public Company Limited (the "Company"), and its subsidiary company, which are 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 recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition 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, 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 date of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised 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 recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised 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 unless the transaction provides evidence of an impairment of the transferred asset. 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 investment 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.
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 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.
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.
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.
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 property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of property, plant and equipment.
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values, over their estimated useful lives. The annual depreciation rates are as follows:
| % | |
|---|---|
| Motor vehicles | 20 |
| Furniture and office equipment | 10 |
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 item will flow to the Group/Company and the cost of the item can be measured reliably.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are recognized in "other gains/(losses) – net" in profit or loss.
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.
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 Company/Group or the counterparty.
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses.
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown 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 resorted to for limited purposes, which do not include the distribution of dividends, and is otherwise subject to the provisions of the Cyprus Companies Law on reduction of share capital.
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 Company/Group has 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.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment (for liquidity services) and amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is extinguished (i.e. when the obligation specified in the contract is discharged, cancelled or expires). The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
An exchange between the Company/Group and the original lenders of the debt instruments on substantially different terms, as well as substantial changes to the terms and conditions of the existing financial obligations, shall be deemed to be an termination of the initial financial obligation and recognition of a new financial liability. Terms are considered substantially different if the discounted present value of cash flows under the new terms, including any fees paid after deduction of any fees received and discounted at the initial effective interest rate, is at least 10% different from the discounted present value of the cash flows remaining from the original financial liability.
If an exchange of debt instruments or a modification of the terms is deemed to be redemption, any cost or fee is recognised as part of the profit or loss from the repayment. If the exchange or modification is not deemed to be repayment, any costs or fees incurred shall adjust the carrying amount of the obligation and shall be amortised throughout the remainder of the amended obligation.
Amendments to liabilities which do not result in repayment shall be accounted for as a change in the estimate using the cumulative cover method, with any gain or loss recognised in the results, unless the economic substance of the difference in book values is attributed to capital differences with the owners and is recognised directly in own funds.
Lending cost are interest and other expenses incurred by the Company/Group in connection with the borrowing of funds, including interest on borrowing, amortization of loan-related deductions or bonuses, amortization of additional costs related to the settlement of borrowing, financial lease charges and foreign exchange differences arising from foreign currency lending if they are considered as an adjustment to interest.
Lending Costa loans directly related to the purchase, construction or production of an asset that meets the criteria, an asset that compulsorily takes a significant amount of time to prepare for its intended use or sale, are capitalized as part of the cost of that asset, when it is likely that they will bring future economic benefits to the Company/Group and the costs can be reliably calculated.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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 activities 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 Group's/Company's interest rate risk arises from interest-bearing assets and long-term borrowings. The interest bearing assets represent loans receivable from related parties and bank deposits. Long term borrowings represent bank borrowings and borrowings from related parties. Interest-bearing assets and borrowings at variable rates expose the Group/Company to cash flow interest rate risk. Interest bearing assets and borrowings issued at fixed rates expose the Group/Company to fair value interest rate risk.
The exposure of the Group/Company into fair value interest rate risk is not significant.
The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
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:
The impairment methodology applied by the Group/Company for the calculation of expected credit losses depends on the type of financial asset estimated for impairment. More specifically:
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 Group/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"). 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.
Impairment losses are presented as "net losses of impairment of financial assets" on operating profits. Subsequent recoveries of previously deleted amounts are credited to the same item where they were originally presented.
Significant increase in credit risk. The Group/Company shall consider the likelihood of default at the initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout the reporting period. In order to assess whether there is a significant increase in credit risk, the Group/Company compares the default risk on the reference date with the default risk at the date of initial recognition.
The assessment shall take into account the available reasonable and supportive information relating to the future. 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 forward-looking 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.
Default. The default of a financial asset is where the counterparty has not made contractual payments within 90 days of the maturity date of the debt.
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 as at 31 December 2018 and 31 December 2019 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.
• Credit risk (continued)
The Group
| The Group | Carrying amount (net of impairment provision) €000 |
|---|---|
| External credit rating | |
| As at 31 December 2019 Β3 Caa1 |
64 1 |
| Total cash and cash equivalents | ___ 65 |
| As at 31 December 2018 Β3 Caa1 |
_ 30 466 _ |
| Total cash and cash equivalents | 496 |
| External credit rating | Carrying amount (net of impairment provision) €000 |
|---|---|
| As at 31 December 2019 Β3 Caa1 |
63 1 |
| Total cash and cash equivalents | ___ 64 |
| As at 31 December 2018 Β3 Caa1 |
_ 29 466 _ |
| Total cash and cash equivalents | 495 ========= |
The Group/Company has no mortgage as a guarantee.
The cash and cash equivalents are subject to the impairment model of IFRS 9. In accordance with the general credit loss model, the expected credit loss as at 31 December 2019 and 31 December 2019 was not significant. The cash and cash equivalents are classified as Stage 1 as at 31 December 2019 and 31 December 2019.
=========
• Liquidity risk
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 the Group liquidity reserve (comprises undrawn borrowing facility (Note 25) and cash and cash equivalents (Note 23) on the basis of expected cash flow.
The Company and the Group have the following unused credit facilities:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Floating rate: | ||||
| - Within one year | 1.518 | 1.518 | 1.500 | 1.499 |
| =========== | =========== | ========== | ========== |
The facilities that expire within one year are annual facilities that are subject to revision at different dates.
The table below analyses the Company's and the Group'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 |
Between 1 and 2 years €000 |
Between 2 to 5 years €000 |
|
|---|---|---|---|
| At 31 December 2018 | |||
| Borrowings | - | - | 10.585 |
| Trade and other payables | 857 ___ |
- ___ |
- ____ |
| 857 ========= |
- ========= |
10.585 ========== |
|
| At 31 December 2019 | |||
| Borrowings | - | 10.592 | - |
| Trade and other payables | 474 | - | - |
| ___ 474 ========= |
___ 10.592 ========= |
____ - ========== |
|
| Less than 1 year €000 |
Between 1 and 2 years €000 |
Between 2 to 5 years €000 |
|
|---|---|---|---|
| At 31 December 2018 | |||
| Borrowings | - | 3.190 | 10.585 |
| Trade and other payables | 528 ___ |
- ___ |
- ____ |
| 528 ========= |
3.190 ========= |
10.585 ========== |
|
| At 31 December 2019 | |||
| Borrowings | - | 10.592 | 3.475 |
| Trade and other payables | 146 | - | - |
| ___ 146 |
___ 10.592 |
____ 3.475 |
|
| ========= | ========= | ========== |
The Company's and the 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.
In order to maintain or adjust the capital structure, the Company/Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company and the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non current borrowings' as shown in the balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the balance sheet plus net debt.
The gearing ratios as at 31 December 2019 and 2018 were as follows:
| Τhe Group | The Company | |||
|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |
| €000 | €000 | €000 | €000 | |
| Total borrowings (Note 25) Less: cash and cash equivalents |
9.961 | 9.641 | 13.049 | 12.649 |
| (Note 23) | (65) | (496) | (64) | (495) |
| _____ | _____ | ____ | ____ | |
| Net debt | 9.896 | 9.145 | 12.985 | 12.154 |
| Total equity | 90.150 | 90.250 | 34.080 | 35.005 |
| _____ | _____ | ____ | ____ | |
| Total capital as defined by the | 100.046 | 99.395 | 47.065 | 47.159 |
| board | =========== | =========== | ========== | ========== |
| Gearing ratio | 10% | 9% | 28% | 26% |
There were no financial assets and financial liabilities that are measured at fair value at 31 December 2019 and 31 December 2018.
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 and the Group make 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 associate'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 fair value estimates of the investment property, were based on valuation techniques which incorporate observable comparative selling prices, where these are available, adjusted to reflect properties specific nature, size, uniqueness and their urban planning characteristics.
The main assumptions used for the valuation of the investment property are disclosed in Note 19.
As a result, the associate's management considers that the valuation of the fair value of the investment property is subject to a significant level of subjectivity and an increased likelihood that the value of the investment property will be different.
Any change in the assumptions used, will result in a significant change in the fair value of the investment property (Note 19).
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 associate'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 borrowings related to the renovation of the hotel complex.
The associate'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 for future development of residential apartments, 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 associate's management should make assumptions about expected operating profitability. These assumptions are based on historical trends as well as on future expectations. Although the associate's 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 associated company is not in a position to have a significant influence on decision-making. The principal assumptions used to estimate the fair value of financial assets and the sensitivity analysis of these key assumptions are disclosed in Note 19 of the financial statements.
The Company and the Group follows the guidance of IAS 36 "Impairment of assets" in determining whether a non-current asset is impaired. The Company and the Group review the carrying value for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
As at 31 December 2019, the Company assessed whether the investments in subsidiary companies have been impaired, in accordance with the accounting policies disclosed in Note 4. The recoverable amounts of the assets or the cash generating units have been determined based on their fair value. The fair value calculations are based on the fair value of the subsidiary companies' net assets. The recoverable amounts have been compared with the carrying values of the investments as at 31 December 2019. Following the impairment test, the Company did not recognise any impairment charge for 2019.
As per management approach in relation to IFRS 8, 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 Board of Directors of the Company assesses the performance of the operating segments based on a measure of losses before interest, taxes, depreciation and amortization (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, non-recurring event. Interest income and expenditure are not allocated to segments. Other information presented, is accounted as per the financial statements. All the assets of the Group are situated in Cyprus.
The segment information provided to the Board of Directors of the Company/Group for the reportable segments is as follows:
| Development and sale of land €000 |
Holding of investments €000 |
Total €000 |
|
|---|---|---|---|
| Sales | - | - | - |
| (Loss)/Profit before interest, taxes, and depreciation | ========== | ========== | ========== |
| (645) | 258 | (387) | |
| Depreciation | ========== | ========== | ========== |
| 9 | - | 9 | |
| Share of profit of associates | ========== | ========== | ========== |
| - | 1.523 | 1.523 | |
| Total segment assets | ========== | ========== | ========== |
| 4.025 | 96.561 | 100.586 | |
| Total assets include: Investments in associates |
========== - ========== |
========== 88.972 ========== |
========== 88.972 ========== |
| Total segment liabilities | 474 | 9.961 | 10.435 |
| ========== | ========== | ========== | |
| Development and sale of |
Holding of | ||
|---|---|---|---|
| land | investments | Total | |
| €000 | €000 | €000 | |
| Sales | 4.570 | - | 4.570 |
| Profit before interest, taxes, and depreciation | ========== 2.628 |
========== 312 |
========== 2.940 |
| Share of profit of associates | ========== - ========== |
========== 1.150 ========== |
========== 1.150 ========== |
| Total segment assets | 4.416 ========== |
96.332 ========== |
100.748 ========== |
| Total assets include: | |||
| Investments in associates | - ========== |
88.228 ========== |
88.228 ========== |
| Total segment liabilities | 857 ========== |
9.641 ========== |
10.498 ========== |
Results before interest, taxes, depreciation and amortization differs from the profit before tax as follows:
| 2019 €000 |
2018 €000 |
|
|---|---|---|
| (Loss)/Profit before interest, taxes, and depreciation Depreciation |
(388) (9) ____ |
2.940 - ____ |
| Operating (loss)/profit Finance costs Share of profit of associates |
(397) (320) 1.523 |
2.940 (490) 1.150 |
| Profit before tax | ____ 806 ========== |
____ 3.600 ========== |
Analysis of Revenue by Category based on recognition policies in place before 1st January 2019:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| €000 | €000 | €000 | €000 | ||
| Sale of plots | - | 4.570 | - | 4.570 | |
| ========== | ========== | ========== | ========== |
| Τhe Group The Company |
||||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Interest income: | ||||
| Loans to related parties (Note 27 (ii)) | 250 | 309 | 250 | 309 |
| Other interest income | 2 ____ |
55 ____ |
2 ____ |
55 ____ |
| Total interest income | 252 | 364 | 252 | 364 |
| Dividend income (Note 27 (iii)) | - | - | 772 | 998 |
| Other income | 6 | 3 | 6 | 3 |
| ____ 258 |
____ 367 |
____ 1.030 |
____ 1.365 |
|
| ========== | ========== | ========== | ========== |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Cost of sales | - ======== |
1.408 ======== |
- ======== |
1.408 ======== |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Tax and licences | 9 | 12 | 8 | 12 |
| Legal and professional fees | 27 | 10 | 27 | 10 |
| Management and other administrative services | ||||
| fees (Note 27 (i)) | 351 | 313 | 346 | 308 |
| Directors' fees (Note 27 (iv)) | 4 | 4 | 4 | 4 |
| Staff and related costs (Note 13, 27 (iv)) | 33 | 33 | 33 | 33 |
| Auditor's remuneration | 19 | 19 | 17 | 17 |
| Depreciation of property , plan and equipment | 9 | - | 9 | - |
| (Note 18) | ||||
| Other expenses | 33 | 39 | 31 | 38 |
| Selling and distribution expenses (Note 27 (i)) | 170 | 159 | 170 | 159 |
| Total cost of sales, selling costs and | ____ | ____ | ____ | ____ |
| administrative expenses | 655 ========== |
589 ========== |
645 ========== |
581 ========== |
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 €19 thousand/€17 thousand (2018: €19 thousand/€17 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 €16 thousand (2018: €0 thousand).
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Salaries Employer's contributions |
32 1 ____ |
32 1 ____ |
32 1 ___ |
32 1 ___ |
| Total (Note 27 (iv)) | 33 | 33 | 33 | 33 |
| ========== | ========== | ========= | ========= | |
| Average number of staff during the year | 1 | 1 | 1 | 1 |
| ========== | ========== | ========= | ========= |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Interest expense: Bank borrowings and overdrafts Loan from subsidiary company (Note 27 (ii)) |
320 - |
490 - |
320 90 |
490 98 |
| ____ | ____ | ___ | ___ | |
| 320 | 490 | 410 | 588 | |
| ========== | ========== | ========= | ========= |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Current tax charge: Defence tax Prior year tax charge: |
- | 17 | - | 17 |
| Income tax | - | 1 | - | 1 |
| Tax charge | ___ - ========= |
___ 18 ========= |
__ - ======== |
__ 18 ======== |
The tax on the Group's and the Company's profit before tax differs from the theoretical amount that would arise using the applicable tax rate as follows:
| Τhe Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Profit/(loss) before tax | 806 ========== |
3.600 ========== |
(25) ========== |
3.358 ========== |
| Tax calculated at the applicable corporation tax | ||||
| rate of 12,5% | 101 | 450 | (3) | 420 |
| Tax effect of expenses not deductible for | ||||
| tax purposes | 11 | 3 | 11 | 3 |
| Tax effect of allowances and income not | ||||
| subject to tax | - | (344) | (97) | (500) |
| Tax effect on share of profit from associated | ||||
| companies | (190) | (144) | - | - |
| Special contribution for defence | - | 17 | - | 17 |
| Tax effect of losses for which no deferred | ||||
| tax asset has been recognised | 88 | 46 | 99 | 88 |
| Tax of previous years | - | 1 | - | 1 |
| Tax effect of Group relief | (10) | (11) | (10) | (11) |
| Tax charge | ____ - ========== |
____ 18 ========== |
___ - ========= |
___ 18 ========= |
The Company/Group is subject to income tax on taxable profits at the rate of 12,5%.
As from tax year 2012 brought forward losses of only 5 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 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.
Under the Cyprus Tax Law, the Company and its subsidiaries, of which the Company holds directly or indirectly at least 75% of the voting shares; are collectively referred to as the "Group" for tax purposes. A Company of the "Group" can set off its losses with the profits of the other companies of the Group.
The tax (charge)/credit relating to components of other comprehensive income as follows:
| Year ended 31 December | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Tax (charge)/ |
Tax (charge)/ |
|||||
| Before tax €000 |
credit €000 |
After tax €000 |
Before tax €000 |
credit €000 |
Before tax €000 |
|
| Associated companies: Share of other |
||||||
| comprehensive income | (6) ____ |
- _____ |
(6) ____ |
(244) ____ |
- _____ |
(244) ____ |
| Other comprehensive income |
(6) ========== |
- =========== |
(6) ========== |
(244) ========== |
- =========== |
(244) ========== |
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.
| Basic and fully diluted | 2019 | 2018 |
|---|---|---|
| Profit attributable to the equity holders of the Company (€000) | 806 | 3.582 |
| Weighted average number of ordinary shares in issue | =========== 128.586.161 |
=========== 128.586.161 |
| Profit per share - Basic and diluted (cent per share) | =========== 0,63 =========== |
=========== 2,79 =========== |
On 29th June 2018, the Annual General Meeting approved the payment of a dividend of €0,013 per share, amounted to €1.672 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 €0,007 per share, amounted to €900 thousand out of the profits of 2018. The dividend was paid to the shareholders on 25 July 2019.
| Furniture and office equipment €000 |
Total €000 |
|
|---|---|---|
| At 1 January /31 December 2018 | ||
| Cost | 44 | 44 |
| Accumulated depreciation | (44) | (44) |
| Net book amount | ___ - ========= |
___ - ========= |
| Year ended 31 December 2019 | ||
| Net book amount | - | - |
| Write off cost Write off depreciation |
(44) 44 |
(44) 44 |
| Additions | 45 | 45 |
| Depreciation (Note 12) | (9) | (9) |
| Net book amount | ___ 36 ========= |
___ 36 ========= |
| At 31 December 2019 | ||
| Cost | 45 | 45 |
| Accumulated depreciation | (9) ___ |
(9) ___ |
| Net book amount | 36 ========= |
36 ========= |
| The Company | ||
| Furniture | ||
| and office equipment |
Total | |
| €000 | €000 | |
| At 1 January /31 December 2018 | ||
| Cost | 44 | 44 |
| Accumulated depreciation | (44) | (44) |
| __ | ___ |
Net book amount - -
| Net book amount | - | - |
|---|---|---|
| Write off cost | (44) | (44) |
| Write off depreciation | 44 | 44 |
| Additions | 45 | 45 |
| Depreciation (Note 12) | (9) | (9) |
| Net book amount | ___ 36 ========= |
___ 36 ========= |
| At 31 December 2019 | ||
| Cost | 45 | 45 |
| Accumulated depreciation | (9) | (9) |
| Net book amount | ___ 36 ========= |
___ 36 ========= |
======== =========
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 2018 |
2019 | 2018 | ||
| €000 | €000 | €000 | €000 | |
| At beginning of year | 88.228 | 88.206 | 32.958 | 32.958 |
| Share of profit after tax | 1.523 | 1.150 | - | - |
| Share of changes in reserves | (6) | (244) | - | - |
| Dividends (Note 27 (iii)) | (772) _____ |
(883) _____ |
- ____ |
- ____ |
| At end of year | 88.972 =========== |
88.228 =========== |
32.958 ========== |
32.958 ========== |
Set out below are the associates of the Company and the Group, as at 31 December 2019. The associates listed below have share capital consisting exclusively of ordinary shares, held directly by the Company and the Group; the country of incorporation or registration is the place of business.
| Name | Place of operations/ Country of incorporation |
% of ownership interest |
Principal Activities |
Measurement Method in Consolidated Financial statement |
Measurement Method in Company's Financial Statement |
|---|---|---|---|---|---|
| 2018 C.C.C. Secretarial Limited |
Cyprus | 30,00 | Note 1 | Equity Method | Cost Method |
| The Cyprus Cement Public Company Ltd |
Cyprus | 32,07 | Note 2 | Equity Method | Cost Method |
| 2019 C.C.C. Secretarial Limited |
Cyprus | 30,00 | Note 1 | Equity Method | Cost Method |
| The Cyprus Cement Public Company Ltd |
Cyprus | 32,07 | Note 2 | Equity Method | Cost Method |
Note 1: C.C.C. Secretarial Limited is acting as the secretary of companies and meanwhile providing management and administrative services.
Note 2: The principal activities of The Cyprus Cement Public Company Limited 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.
As a 31 December 2019, the fair value of the Company's/Group interest in The Cyprus Cement Public Company Limited (the "associate"), which is listed on the Cyprus Stock Exchange, was €17.125 thousand (2018: €21.186 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 requirements or contractual arrangements between investors with significant influence on affiliated companies as to the ability of affiliated companies to transfer money to the Company/the Group in the form of cash dividends or to repay loans or Advances made by the Company/the Group.
The associate'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 associate'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 associate'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 associate'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 investment property has been classified as level 3 since the valuation techniques used incorporate unobservable inputs.
The table below shows the possible impact of the fair value of the investment property due to a change in the non-observable inputs (level 3).
| Information in respect of valuation of investment property at fair value using non-observable inputs (Level | |
|---|---|
| 3) – 31 December 2019 and 31 December 2018 |
| Property | Valuation (€000) |
Valuation method |
Non-observable inputs |
Change in input |
Deviation/ Sensitivity |
|---|---|---|---|---|---|
| Land for development | 237.289/ | Comparative | Area allocation | Zone A – 106/ 10% Zone B – 106/ 10% Zone C – 844/ 80% |
€20.946 thousands decrease |
| In Cyprus | 237.271 method |
into notional zones ('000/ %) |
Zone A – 106/ 10% Zone B – 53/ 5% Zone C – 897/ 85% |
€25.287 thousands decrease |
|
| Land for development | 237.289/ | Comparative | Zone A – 519 Zone B – 259 Zone C – 173 |
€12.061 thousands increase |
|
| In Cyprus | 237.271 | method | Price per square meter € |
Zone A – 469 Zone B – 235 Zone C – 156 |
€11.754 thousands decrease |
Information in respect of valuation of fair value using significant non-observable inputs (Level 3)
| Description | Fair value method | Non – observable data | Connection between non – observable data and fair value |
|---|---|---|---|
| 2019 | 2019 | 2019 | |
| Hotel complex: | Fair value method based on operating profit |
Multiplier: 16 | The higher are the multiplier and the expected operating profit, the |
| (EBITDA multiple) | Expected operating profit (EBITDA): €8.750.000 |
higher the fair value |
On 20 June 2019, 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 the associate'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 | Non – observable data | Connection between non – observable data and fair value |
|---|---|---|---|
| 2018 | 2018 | 2018 | |
| Hotel complex: | Fair value method based on operating profit |
Multiplier: 16 Expected operating profit |
The higher are the multiplier and the expected operating profit, the higher the fair value |
| (EBITDA multiple) | (EBITDA): €10.000.000 |
||
| 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. |
| The higher the discount rate the | |||
| Discount rate: 7,06% | 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 (EBITDA) | 3.148 |
| Decrease by 10% in the expected operating profit (EBITDA) | (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% in the expected operating profit (EBITDA) | 3.597 |
| Decrease by 10% in the expected operating profit (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 10% in discount rate | (127) |
| Decrease by 10% in discount rate | 127 |
The fair value of the investment is included in level 3 since the valuation techniques used incorporate unobservable inputs.
| C.C.C Secretarial Limited | The Cyprus Cement Public Company Limited |
Total | |||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | As at 31 December 2019 |
2018 €000 |
| 41 | 4 | 1.578 | 2.009 | 1.619 | 2.013 |
| 162 | 320 | 11.020 | 10.106 | 11.182 | 10.426 |
| 203 __ |
324 __ |
12.598 ___ |
12.115 ___ |
12.801 ___ |
_ 12.439 _ |
| (460) | |||||
| __ | __ | _____ | _____ | ||
| (221) | (307) | (217) | (155) | (438) | (460) _____ |
| 69 | 29 | 317.244 | 315.364 | 317.313 | 315.393 |
| 815 | - | - | - | 815 | - _____ |
| (815) | - | (45.513) | (45.513) | (46.328) | (45.513) |
| (815) | - | (45.513) | (45.513) | (45.513) | __ (45.513) __ |
| 51 | 45 | 284.112 | 281.813 | 284.163 | 281.858 _____ |
| 51 | 45 | 277.356 | 275.040 | 277.407 | 275.085 =========== |
| €000 _ (221) _ _ _ _ _ ======== |
As at 31 December €000 _ (307) _ _ _ _ _ ======== |
€000 _ (217) __ _ __ __ __ =========== |
As at 31 December €000 _ (153) __ _ __ __ __ _____ =========== |
€000 _ (438) __ _ __ __ __ _____ =========== |
| C.C.C. Secretarial Limited | The Cyprus Cement Public Company Limited |
Total | ||||
|---|---|---|---|---|---|---|
| As at 31 December 2019 €000 |
2018 €000 |
As at 31 December 2019 €000 |
2018 €000 |
As at 31 December 2019 €000 |
2018 €000 |
|
| Revenue | 1.171 | 1.246 | 336 | 286 | 1.507 | 1.532 |
| ____ | ____ | ____ | ____ | ____ | ____ | |
| Depreciation | (183) | (12) | (9) | (9) | (192) | (21) |
| Finance costs | - | (1) | - | - | - | (1) |
| Profit before tax | ____ | ____ | ____ | ____ | ____ | ____ |
| 11 | 11 | 4.733 | 3.570 | 4.744 | 3.581 | |
| ____ | ____ | ____ | ____ | ____ | ____ | |
| Tax charge | (5) | (7) | (6) | - | (11) | (7) |
| ____ | ____ | ____ | ____ | ____ | ____ | |
| Profit for the year | 6 | 4 | 4.726 | 3.570 | 4.732 | 3.574 |
| ____ | ____ | ____ | ____ | ____ | ____ | |
| Other comprehensive income/(losses) |
- | - | (19) | (761) | (19) | (761) |
| Total comprehensive income for the year |
_ 6 _ |
_ 4 _ |
_ 4.724 _ |
_ 2.809 _ |
_ 4.730 _ |
_ 2.813 _ |
The above information reflects the amounts presented in the financial statements of the associates (and not the Group's share of those amounts).
Reconciliation of the summarised financial results are presented at the currying amount of investments in associates that are accounted using the equity method in the consolidated financial statements of the Group are as follows:
| C.C.C. Secretarial Limited | The Cyprus Cement Public Company Limited |
Total | ||||
|---|---|---|---|---|---|---|
| As at 31 December | As at 31 December | As at 31 December | ||||
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Summarised financial information |
||||||
| Opening net assets 1 January |
45 | 41 | 275.040 | 274.973 | 275.085 | 275.014 |
| Profit for the year Other comprehensive income |
6 | 4 | 4.743 | 3.570 | 4.749 | 3.574 |
| - | - | (19) | (761) | (19) | (761) | |
| Dividend distribution | - | - | (2.408) | (2.752) | (2.408) | (2.752) |
| Closing net assets attributable to shareholders |
___ | ___ | _____ | _____ | _____ | _____ |
| 51 ___ |
45 ___ |
277.356 _____ |
275.040 _____ |
277.407 _____ |
275.085 _____ |
|
| Interests in associates (2019, 2018: 30%, 32,07%) |
16 ___ |
14 ___ |
88.948 _____ |
88.214 _____ |
88.963 _____ |
88.228 _____ |
| 2019 €000 |
2018 €000 |
|
|---|---|---|
| At the beginning of the year | 2.722 | 2.722 |
| At the end of the year | ____ 2.722 ========== |
____ 2.722 ========== |
Set out below is presented the subsidiary, which is registered in Cyprus. The subsidiary has a share capital consisting exclusively of ordinary share held directly by the Company, and voting rights equal to the percentage of ownership rights that Company holds.
The country of Incorporation is also its principal place of business.
| Name | Participation | Country of incorporation |
Principal activities |
|---|---|---|---|
| Galatex Tourist Enterprises Limited | 100% | Cyprus | Property development |
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Land and development costs | 3.862 | 3.859 | 3.862 | 3.859 |
| _____ 3.862 =========== |
_____ 3.859 =========== |
____ 3.862 ========== |
____ 3.859 ========== |
The cost of inventories recognized as expense in the cost of sales amounts to €1.277 thousand (2018: €1.277 thousand) and €1.277 thousand (2018: €1.277 thousand) in Group and Company's result respectively.
Inventories are stated at cost. There were no inventories for which the net book value should decrease to the net realizable value.
The Company's/Group's borrowings are secured on inventories for the amount of €20.000 thousand (Note 25).
The financial assets at amortised cost includes the following debt investments:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Current Loans to related parties (Note 27 (vi)) Other receivables |
7.463 170 |
8.104 41 |
7.463 170 |
8.104 41 |
| ____ | ____ | ____ | ____ | |
| 7.633 | 8.145 | 7.633 | 8.145 | |
| ========== | ========== | ========== | ========== |
All loan receivables are receivable on demand, bear annual interest rate 3,25% (2018: 3,50%) and are secured (Note 27 (vi)).
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.
The carrying amounts of the Company's and Group's loan receivables are denominated in the following currencies:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Euro | 7.633 ========== |
8.145 ========== |
7.633 ========= |
8.145 ========= |
Note 6 provides information on the impairment of financial assets at amortised cost and the exposure of Group's/Company's Credit Risk.
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.
| 2019 | 2018 | 2019 | 2018 |
|---|---|---|---|
| €000 | €000 | €000 | €000 |
| 65 | 496 | 64 | 495 ____ |
| 65 | 496 | 64 | 495 ========== |
| ____ ========== |
The Group ____ |
The Company ____ ========== ========== |
All cash and cash equivalents are denominated in Euro.
The non-cash transactions of the Group for the current year were the following:
• The payment of dividend of €754 thousand against loan receivable from the parent company (Note 27 (vi)).
The non-cash transactions of the Company for the current year were the following:
• The payment of dividend of €754 thousand against loan receivable from the parent company (Note 27 (vi)).
The non-cash transactions of the Group for the year 2018 were the following:
The non-cash transactions of the Company for the year 2018 were the following:
| Bank loans €000 |
Loans from related parties €000 |
Total borrowings from financing activities €000 |
|
|---|---|---|---|
| Balance at 1 January 2019 Cash transactions: |
9.641 | 3.008 | 12.649 |
| Repayment of borrowings | - | (10) | (10) |
| Interest expenses | 320 | 90 | 410 |
| Balance at 31 December 2019 | ___ 9.961 ========= |
__ 3.088 ======== |
___ 13.049 ========= |
| Total borrowings from financing |
||
|---|---|---|
| Bank loans | activities | |
| €000 | €000 | |
| Balance at 1 January 2019 Cash transactions: |
9.641 | 9.641 |
| Interest expenses | 320 | 320 |
| Balance at 31 December 2019 | ___ 9.961 |
___ 9.961 |
| ========= | ========= |
| Bank loans €000 |
Loans from related parties €000 |
Total borrowings from financing activities €000 |
|
|---|---|---|---|
| Balance at 1 January 2018 Cash transactions: |
13.853 | 3.040 | 16.893 |
| Proceeds from borrowings | - | 6 | 6 |
| Repayment of borrowings | (4.211) | (22) | (4.233) |
| Interest paid | (489) | - | (489) |
| Interest expenses | 489 | 99 | 588 |
| Non-cash transactions: | |||
| Set off against dividend income (Note 27 (v)) | - | (115) | (115) |
| Balance at 31 December 2018 | ___ 9.641 ========= |
__ 3.008 ======== |
___ 12.649 ========= |
| Bank loans €000 |
Total borrowings from financing activities €000 |
|
|---|---|---|
| Balance at 1 January 2018 Cash transactions: |
13.853 | 13.853 |
| Repayment of bank loan (capital) Interest paid |
(4.211) (489) |
(4.211) (489) |
| Interest expenses | 489 | 489 |
| Balance at 31 December 2018 | ___ 9.641 ========= |
___ 9.641 ========= |
| Number of shares |
Share capital €000 |
Share premium €000 |
Total €000 |
|
|---|---|---|---|---|
| At 1 January 2018/31 December 2018/ | 128.586.161 | 21.860 | 1.757 | 23.617 |
| 31 December 2019 | =========== | =========== | =========== | =========== |
The total authorized number of ordinary shares is 500.000.000 shares (2018: 500.000.000 shares) with a par value of €0,17 per share (2018: €0,17 per share).
All issued shares are fully paid and carry equal voting rights.
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Non-current | ||||
| Bank borrowings | 9.961 | 9.641 | 9.962 | 9.641 |
| Borrowings from subsidiary company | ||||
| (Note 27 (v)) | - | - | 3.088 | 3.008 |
| ____ 9.961 |
____ 9.641 |
_____ 13.049 |
_____ 12.649 |
|
| Total borrowings | ____ 9.961 |
____ 9.641 |
_____ 13.049 |
_____ 12.649 |
| Maturities on non-current borrowings | ========== | ========== | =========== | =========== |
| Between 1 to 2 years | 9.961 | - | 9.961 | 3.008 |
| Between 2 to 5 years | - | 9.641 | 3.088 | 9.641 |
| ____ 9.961 |
____ 9.641 |
_____ 13.049 |
_____ 12.649 |
|
| ========== | ========== | =========== | =========== |
During 2018, the Company/Group proceeded with the restructuring of its bank loan with Alpha Bank Cyprus Ltd. As a result of the restructuring, the repayment of the loan was extended for another 3 years and therefore the bank loan is repayable with one instalment in November 2021. The interest rate was also reduced from euribor plus margin of 4.3% in euribor plus margin of 3.25%. The modification of the loan did not result in repayment because the modification of the terms of the loan was not material and therefore has been accounted for as a change in the estimate using the cumulative coverage method based on the Company / Group accounting policy as presented in Note 4. No gain or loss on the results was recognized as the effect of the amendment was not significant.
The bank loans and overdrafts of the Company/Group are secured as follows:
The weighted average effective interest rates at the balance sheet date were as follows:
| 2019 % |
2018 % |
|
|---|---|---|
| Borrowings from subsidiary | 3,00 | 3,25 |
| Bank borrowings | 3,25 | 3,25 |
| Bank overdrafts | 4,00 | 4,00 |
The Company's and Group's bank borrowings and bank overdrafts are arranged at floating rates. For borrowings at floating rates the interest rate reprises on a monthly basis exposing the Company and the Group to cash flow interest rate risk.
The exposure of the Company's and Group's borrowings to interest rate changes and the contractual reprising dates at the balance sheet dates are as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| 9.961 | 9.641 | 9.961 | 9.641 | |
| 9.961 | 9.641 | 9.961 | ____ 9.641 ========== |
|
| ____ | ____ | ____ ========== ========== ========== |
The carrying amounts of short term bank overdrafts and bank loans approximate their fair value.
The carrying amounts of the Company's and the Group's borrowings are denominated in the following currencies:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Euro | 9.961 | 9.641 | 13.049 | 12.649 |
| =========== | =========== | ========== | ========== |
The Company and the Group have the following undrawn borrowing facilities:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Floating rate: | ||||
| - Expiring within one year | 1.518 | 1.518 | 1.500 | 1.499 |
| =========== | =========== | ========== | ========== |
The credit facilities which expires within one year, are annual facilities and are subject to review at various dates.
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Trade payables | 326 | 326 | - | - |
| Other payables and accrued expenses | 148 | 530 | 146 | 528 |
| ___ 474 |
___ 857 |
____ 146 |
____ 528 |
|
| ========= | ========= | ========== | ========== |
The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date.
The Company is controlled by C.C.C. Holdings & Investments Limited, which is registered in Cyprus and holds 83,81% of the share capital of the Company. The remaining issued share capital is widely held. The ultimate parent company of the Group is George S. Galatariotis & Sons Limited.
The related companies are companies under common control and companies controlled by the Directors of the Company.
The following transactions were carried out with related parties:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Management services (Note 12) Selling and marketing services (Note |
351 | 313 | 346 | 308 |
| 12) | 169 | 159 | 169 | 159 |
| ___ 520 ========= |
___ 472 ========= |
___ 515 ========= |
___ 467 ========= |
The services are charged from C.C.C. Secretarial Limited and are based on the time spent by its employees on the affairs of the Company and office space allocated to the Company/Group.
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Interest payable (Note 14): | - | - | 90 | 98 |
| Subsidiary company | ____ | ____ | ___ | ___ |
| - | - | 90 | 98 | |
| ========== | ========== | ========= | ========= | |
| Interest receivable from loans and balances (Note 10): |
||||
| Parent company | 36 | 84 | 36 | 84 |
| Ultimate parent company | 214 | 225 | 214 | 225 |
| ____ | ____ | ___ | ___ | |
| 250 | 309 | 250 | 309 | |
| ========== | ========== | ========= | ========= |
| The Company | ||
|---|---|---|
| 2019 | 2018 | |
| €000 | €000 | |
| Dividends receivable (Note 10): | ||
| Subsidiary company | - | 115 |
| Associate company | 772 | 883 |
| ____ 772 |
____ 998 |
|
| ========== | ========== |
The total remuneration of the key management personnel and Directors was as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Director and Audit Committee Fees (Note 12) Emoluments in their executive |
4 | 4 | 4 | 4 |
| capacity (Note 12) | 33 | 33 | 33 | 33 |
| __ 37 ======== |
__ 37 ======== |
__ 37 ======== |
__ 37 ======== |
| Wages €000 |
Employer's contributions €000 |
Fees €000 |
Total €000 |
|---|---|---|---|
| 32 | 1 | 4 | 37 |
| 32 ======= |
1 ======== |
4 ======= |
___ 37 ========= |
| 32 | 1 | 4 | 37 |
| 32 | 1 | 4 | ___ 37 ========= |
| _ _ |
_ _ |
_ _ ======= ======== ======= |
(1) The Director who has a remuneration is Mr. George St. Galatariotis and the Directors who has annual fee for their services as members of the Board of Directors and Audit Committee are Mr. George St. Galatariotis (€400), Michalis Christoforou (€800), Costas Galatariotis (€400), Stavros G. St. Galatariotis (€400), Michalis Mousiouttas (€800) and Antonis Antoniou Latouros (€800).
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| €000 | €000 | €000 | €000 | |
| Borrowings from subsidiary company: | ||||
| At beginning of year | - | - | 3.008 | 3.040 |
| Loans granted during the year | - | - | - | 6 |
| Loans repaid during the year | - | - | (10) | (22) |
| Loans offset against balance from | ||||
| dividends (Note 27 (iii)) | - | - | - | (115) |
| Interest charged (Note 14) | - | - | 90 | 99 |
| At end of year (Note 25) | ___ - ========= |
___ - ========= |
____ 3.088 ========== |
____ 3.008 ========== |
The loan from the subsidiary Company amounted to €3.008 thousand bears annual interest rate at 3,00% (2018: 3,25%), is unsecured and is repayable until 2023.
| The Group | The Company | |||
|---|---|---|---|---|
| 2019 €000 |
2018 €000 |
2019 €000 |
2018 €000 |
|
| Loans granted to the parent company, | ||||
| ultimate parent company and associated company: |
||||
| At beginning of year | 8.104 | 9.440 | 8.104 | 9.440 |
| Loans repaid during the year | (150) | (69) | (150) | (69) |
| Loans granted during the year | 13 | 3 | 13 | 3 |
| Loan set off against dividend payable (Note 23) |
(754) | (1.401) | (754) | (1.401) |
| Balance assigned | - | (178) | - | (178) |
| Interest credit (Note 10) | 250 | 309 | 250 | 309 |
| At end of year (Note 22) | ___ 7.463 ========= |
___ 8.104 ========= |
___ 7.463 ========= |
___ 8.104 ========= |
The loan to the ultimate parent company amounted to €5.838 thousand (2018: €6.663 thousand), is secured by corporate guarantee from Galatariotis Enterprises Ltd, is repayable on demand and bears annual interest rate of 3,25% (2018: 3,50%).
The loan to the parent company, C.C.C. Holdings & Investment Limited amounted to €1.625 thousand (2018: €1.441 thousand), is secured by corporate guarantee from George S. Galatariotis & Sons Ltd, is repayable on demand and bears annual interest rate of 3,25% (2018: 3,50%).
The parent company C.C.C. Holdings & Investments Limited, has guaranteed a loan and a bank overdraft provided to the Company/Group for the amount of €11.355 thousand and €1.500 thousand respectively (Note 25).
The Board of Directors of the Company/Group does not expect to have any significant liabilities to the Company/Group.
On 11 March 2020, the World Health Organisation declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments 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 material post balance sheet events, which have a bearing on the understanding of the financial statements.
Independent auditor's report on pages 10 to 17.
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