Annual Report • Apr 27, 2018
Annual Report
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
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| CONTENTS | PAGE |
|---|---|
| Board of Directors and other officers | 1 |
| Management Report | $2 - 3$ |
| Declaration of the members of the Board of Directors and the company officials responsible for the preparation of the financial statements |
4 |
| Independent auditor's report | $5 - 7$ |
| Statement of profit or loss and other comprehensive income | 8 |
| Statement of financial position | 9 |
| Statement of changes in equity | 10 |
| Cash flow statement | 11 |
| Notes to the financial statements | $12 - 26$ |
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| Platon E. Lanitis (Chairman) Costas E. Lanitis Marios E. Lanitis Valentina Panagi Pappou (Appointed on 7 March 2017) |
|---|
| P & D Secretarial Services Limited |
| Deloitte Limited Certified Public Accountants and Registered Auditors Maximos Plaza, Tower 1, 3rd Floor 213 Arch. Makariou III Avenue 3030 Limassol |
| Charalambous, Kountouris & Co LLC |
| 10 Georgiou Gennadiou Street Agathangelos Court 3041, Limassol |
| Bank of Cyprus Public Company Ltd Eurobank EFG Cyprus Ltd |
| HE196800 |
The Board of Directors of Lanitis Golf Public Co Limited (the "Company") presents to the members its Management Report and audited financial statements of the Company for the year ended 31 December 2017.
The Company Lanitis Golf Public Co Limited was incorporated in Cyprus on 18 April 2007 as a limited liability company under the Cyprus Companies Law, Cap. 113. On 28 February 2014, the Company was converted from a private limited liability company to a public limited liability company under the Cyprus Companies Law. Cap.113 and is listed on the Emerging Companies Market of the Cyprus Stock Exchange ("CSE").
The principal activities of the Company are the development of a special leisure and residential golf course project. The Company carried out no trading activities, pending the issuance of the building permit. The application of the town planning permit with terms and conditions, was approved on 14 November 2012
The Company is the owner of land of about 1.600 decares near the villages of Tserkezoi and Asomatos, in Limassol. The land is located next to the shopping center, My Mall Limassol, the Fasouri Waterpark and the forthcoming development of the Casino.
The Company aims to develop a fully integrated golf and real estate development project on the site of its existing citrus plantations. One of the main goals of the master plan is to create a contemporary designed, integrated leisure and residential community project that includes luxurious villas and apartments, an 18-hole championship golf course, a golf club, spa and sports center and commercial and retail facilities, such as restaurants and shops.
The loss attributable to the shareholders for the year ended 31 December 2017, is €188.564 (2016: profit of €6.148.138, which was mainly due to changes in the fair value of the Company's investment property net of deferred tax of €6.307.729). The Company, at present, has no income relating to its business activities since the project is under development. The consultancy fees, financing and other expenses related to the development of the project, are capitalized in the Statement of Financial Position, under Property, Plant and Equipment. As a result of the loss during the period, the net assets value of the Company as at 31 December 2017, decreased to €63.114.009 from €63.302.573 which was as at 31 December 2016.
On 15 January 2015, the Company obtained the approval from the CSE to trade its shares on the Emerging Companies Market. The trading of the shares commenced on 20 January 2015 and the CSE will undertake the observance of the above Registry in the Central Depositary/ Registry of CSE.
The Board of Directors does not expect major changes in the principal activities of the Company in the foreseeable future
The principal risks and uncertainties faced by the Company are disclosed in note 3 of the financial statements.
The Company does not maintain any branches.
The Company's results for the year are set out on page 8.
The Board of Directors does not recommend the payment of a dividend.
There were no changes in the share capital of the Company during the year under review.
The members of the Company's Board of Directors as at 31 December 2017 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 ended 31 December 2017.
In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
Any significant events that relate to the operating environment of the Company are described in to the financial statements.
There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.
The independent auditors. Deloitte Limited, have expressed their willingness to continue in office and a resolution authorising the Board of Directors to fix their remuneration will be submitted at the forthcoming Annual General Meeting.
By order of the Board of Directors.
Platon E. Lanitis Chairman
Limassol, 27 April 2018
In accordance with Article 140 (1) of the Laws and Regulations of the Cyprus Stock Exchange we, the members of the Board of Directors and the Company official responsible for the financial statements of Lanitis Golf Public Co Limited (the "Company") for the year ended 31 December 2017, on the basis of our knowledge, declare that:
(a) The financial statements of the Company which are presented on pages 8 to 26:
(i) Have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the Requirements of the Cyprus Companies Law, Cap.113, and
(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company and the entities included in the financial statements as a whole and
b) The Management Report provides a fair view of the developments and the performance as well as the financial position of Lanitis Golf Public Co Limited, together with a description of the main risks and uncertainties which the Company faces.
| Name | Position |
|---|---|
| Platon E. Lanitis | Director |
| Costas E. Lanitis | Director |
| Marios E. Lanitis | Director |
| Valentina Panagi Pappou | Director |
Signature
| Name | Position |
|---|---|
| Adonis Soteriou | Chief Financial Officer |
Limassol, 27 April 2018
Deloitte Limited Maximos Plaza Tower 1, 3rd Floor 213 Arch. Makariou III Avenue CY-3030 Limassol, Cyprus
Mail: P.O. Box 58466 CY-3734 Limassol, Cyprus
Tel: +357 25 86 86 86 Fax: +357 25 86 86 00 [email protected] www.deloitte.com/cv
We have audited the financial statements of Lanitis Golf Public Co Limited (the "Company"), which are presented in pages 8 to 26 and comprise the statement of financial position as at 31 December 2017, and the statement of profit or loss and other comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2017, and of its financial performance and its cash flows 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 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 Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The carrying value of the Company's properties amounted to €70.911.576. judgment is required by management in determining the fair value of investment property and for the purposes of We assessed the competence, capabilities and objectivity our audit.
Accordingly the valuation of investment properties is considered to be a key audit matter due to the We have assessed the valuation methodology and main significance of the balance to the financial statements as a whole, combined with the judgment associated with determining the fair value.
of properties using independent property valuers. Such valuations are prepared once a year at the instruction of We have assessed the adequacy of the disclosures in the the management.
The inputs with the most significant impact on these valuations are disclosed in Note 13.
investment. We have reviewed the report prepared by property valuer Significant on which the management based its assessment.
of management's third party valuer, as well as his independence, and verified his qualifications.
assumptions as well as the mathematical accurancy of the calculations, by making comparisons to market data and economic expectations, in order to assess whether The management determines the fair value of its portfolio these judgments are within reasonably acceptable levels.
financial statements in relation to investment properties.
Board Members: Christis M. Christoforou (Chief Executive Officer), Eleftherios N. Philippou, Nicos S. Kyriakides, Nicos D. Papakyriacou, Athos Chrysanthou, Costas Georghadjis,
Antonis Taliotis, Panos Papadopoulos, Pieris
Deloitte Limited is the Cyprus member firm of Deloitte Touche Tohmatsu Limited ("DTTL"), a UK private company limited by guarantee, whose member firms are legally separate and independent entities. Please see www.deloitte.
Deloitte Limited is a private company, registered in Cyprus (Reg. No. 162812). Offices: Nicosia, Limassol, Larnaca
The Board of Directors is responsible for the other information. The other information comprises the information included in the management report, but does not include the financial statements and our auditor's report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing 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 Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the 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 financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with the Board of Directors 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 the Board of Directors 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 the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with 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.
Demetris Papapericleous Certified Public Accountant and Registered Auditor for and on behalf of Deloitte Limited Certified Public Accountants and Registered Auditors
Limassol, 27 April 2018
| Note | 2017 € |
2016 € |
|
|---|---|---|---|
| Other income Gain arising on changes in the fair value of investment property Administration expenses |
5 6 |
(89.780) | 100.955 7.208.833 (161.213) |
| Operating (loss)/profit | 7 | (89.780) | 7.148.575 |
| Net finance costs | 9 | (98.784) | (99.333) |
| (Loss)/profit before tax | (188.564) | 7.049.242 | |
| Taxation | 10 | (901.104) | |
| (Loss)/profit for the year | (188.564) | 6.148.138 | |
| Other comprehensive income | |||
| Total comprehensive income for the year | (188.564) | 6.148.138 | |
| (Loss)/ earnings per share (cent) | 11 | (7, 54) | 245,92 |
| Note | 2017 € |
2016 € |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets Property, plant and equipment Investment property |
12 13 |
4.213.700 70.911.576 |
3.592.117 70.911.576 |
| 75.125.276 | 74.503.693 | ||
| Current assets Receivables Cash and bank balances |
15 | 28.760 786 |
19.933 1.353 |
| 29.546 | 21.286 | ||
| TOTAL ASSETS | 75.154.822 | 74.524.979 | |
| EQUITY AND LIABILITIES | |||
| Equity and reserves Share capital Share premium Retained earnings |
16 | 4.275.019 19.113.436 39.725.554 |
4.275.019 19.113.436 39.914.118 |
| Total equity | 63.114.009 | 63.302.573 | |
| Non-current liabilities Borrowings Trade and other payables Deferred tax liabilities |
17 19 18 |
2,680,010 2.805.544 5.988.947 11.474.501 |
2.548.638 2.661.213 5.988.947 11.198.798 |
| Current liabilities Trade and other payables |
19 | 566.312 | 23.608 |
| 566.312 | 23.608 | ||
| Total liabilities | 12.040.813 | 11.222.406 | |
| TOTAL EQUITY AND LIABILITIES | 75.154.822 | 74.524.979 |
On 27 April 2018 the Board of Directors of Lanitis Golf Public Co Limited authorised these financial statements for issue.
$\frac{1}{2}$ . . . . . . . . . . . . . . . . . . . .
Platon E. Lanitis Director
agi Pappou Direct
| Share capital |
Share premium € |
Retained earnings € |
Total € |
|
|---|---|---|---|---|
| Balance at 1 January 2016 Comprehensive income |
4.275.019 | 19.113.436 | 33.765.980 | 57.154.435 |
| Net profit for the year | 6,148,138 | 6.148.138 | ||
| Balance at 31 December 2016 | 4.275.019 | 19.113.436 | 39.914.118 | 63.302.573 |
| Comprehensive income | ||||
| Net loss for the year | (188.564) | (188.564) | ||
| Balance at 31 December 2017 | 4.275.019 | 19.113.436 | 39.725.554 | 63.114.009 |
Share premium is not available for distribution.
Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 17% will be payable on such deemed dividends to the extent that the ultimate
shareholders are both Cyprus tax resident and Cyprus domiciled. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.
| Note | 2017 € |
2016 € |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss)/profit before tax |
(188.564) | 7.049.242 | |
| Adjustments for: Depreciation of property, plant and equipment Amortisation of computer software Fair value gains on investment property |
12 14 |
528 | 528 254 (7.208.833) |
| Interest expense | 9 | 98.591 | 99.350 |
| Changes in working capital: | (89.445) | (59.459) | |
| (Increase)/decrease in receivables Increase/(Decrease) in trade and other payables |
(8.827) 187.036 |
20.377 (34.296) |
|
| Cash generated from/(used in) operations | 88.764 | (73.378) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payment for purchase of property, plant and equipment | 12 | (122.111) | (2.041.167) |
| Net cash used in investing activities | (122.111) | (2.041.167) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from borrowings | 32.780 | 2.093.276 | |
| Net cash generated from financing activities | 32.780 | 2.093.276 | |
| Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the year |
(567) 1.353 |
(21.269) 22.622 |
|
| Cash and cash equivalents at end of the year | 786 | 1.353 |
The Company Lanitis Golf Public Co Limited (the "Company") was incorporated in Cyprus on 18 April 2007 as a limited liability company under the Cyprus Companies Law, Cap. 113. On 28 February 2014, the Company was converted from a private limited liability company to a public limited liability company under the Cyprus Companies Law, Cap. 113. Its registered office is at 10 Georgiou Gennadiou Street, Agathangelos Court, 3041, Limassol.
The principal activities of the Company are the development of a special leisure and residential golf course project. The Company carried out no trading activities, pending the issuance of the building permit. The application of the town planning permit with terms and conditions, was approved on 14 November 2012.
The principal accounting policies adopted 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.
During the year ended 31 December 2017, the Company had loss of €188.564 (2016: profit of €6.148.138, which was mainly due to the changes in the fair value of the Company's investment property, net of deferred tax, of €6.307.729). The Company is not currently carrying out any trading activities and is reliant on the financial support of its parent company, Lanitis Farm Limited and its ultimate parent, Lanitis E.C. Holdings Limited. The majority of the Company's liabilities amounting to €4.318.632 (2016: €4.083.260) relate to financing balances with both of these entities. Both Lanitis Farm Limited and Lanitis E.C. Holdings Limited have confirmed their intention to continue to provide the Company all the necessary financial support to realize its assets and meet its obligations as they fall due.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
During the current year the 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 2017. This adoption did not have a material effect on the accounting policies of the Company.
At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.
Revenues of the Company are recognized on an accrual basis.
Finance income includes interest income which is recognised on an accrual basis.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Euro $(\epsilon)$ , which is the 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. 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 recognised in profit or loss.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to other comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on the straight-line method so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:
| Computer software | 33.33 |
|---|---|
| Computer hardware | |
| Furniture, fixtures and office equipment | |
| Plant and machinery |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
The land owned by the Company was temporarily categorised as investment property, as it is held for a currently undetermined future use and is regarded as held for capital appreciation, and when the final decision will be taken as to the part of the land to be used for development and the part to be separated in building plots, it will be transferred to the relevant categories according to their use.
Investment property, which is property held to earn rentals and/or for capital appreciation, is stated at its fair value at the reporting date. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value Gains or losses arising from changes in the fair value of investment property are included in profit or loss for the period in which they arise.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.
Costs that are directly associated with identifiable and unique computer software products controlled by the Company and that will probably generate economic benefits exceeding costs beyond one year are recognised as intangible assets. Subsequently computer software is carried at cost less any accumulated amortisation and any accumulated impairment losses. Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is recognised as a capital improvement and added to the original cost of the computer software. Costs associated with maintenance of computer software programs are recognised as an expense when incurred. Computer software costs are amortised using the straight-line method over their useful lives, not exceeding a period of three years. Amortisation commences when the computer software is available for use and is included within administrative expenses.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument.
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Interest-bearing bank loans and overdrafts are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Company's accounting policy for borrowing costs (see above).
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
Non-current liabilities represent amounts that are due more than twelve months from the reporting date.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
The Company is exposed to interest rate risk, credit risk and liquidity risk arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company's income and operating cash flows are substantially independent of changes in market interest rates as the Company has no significant interest-bearing assets. The Company is exposed to interest rate risk in relation to its non-current borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
At the reporting date the interest rate profile of interest- bearing financial instruments was:
| 2017 | 2016 € |
|
|---|---|---|
| Variable rate instruments Financial liabilities |
$(2.680.010)$ $(2.548.638)$ | |
| (2.680.010) | (2.548.638) |
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk. The Company has no trading activities and trading transactions with counterparties. Cash balances are held with high credit quality financial institutions and the Company has policies to limit the amount of credit exposure to any financial institution.
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and is reliant on the financial support of its parent company.
The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
| 31 December 2017 | Carrying amounts € |
Contractual cash flows |
3 months or € |
less 3-12 months € |
1-2 years | 2-5 years € |
More than 5 years € |
|---|---|---|---|---|---|---|---|
| Bank loans other Trade and |
1.166.922 | 1.588.563 | 1.588.563 | ||||
| payables Payables to related |
536.429 | 536.429 | 536.429 | ||||
| parties (i) | 2.805.544 | 2.805.544 | 2.805.544 | ||||
| Loan from parent company (i) |
1.513.088 | 2.059.808 | 2.059.808 | ||||
| 6.021.983 | 6.990.344 | 536,429 | 6.453.915 | ||||
| 31 December 2016 | Carrying | Contractual | 3 months or | More than | |||
| amounts € |
cash flows | € | less 3-12 months | 1-2 years | 2-5 years € |
5 years € |
|
| Bank loans | 1.126.591 | 1.126.591 | 1.126.591 | ||||
| other Trade and payables |
14.655 | 14.655 | 14.655 | ||||
| Payables to related parties (i) |
2.661.213 | 2.661.213 | 2.661.213 | ||||
| Loan from parent company (i) |
1.422.047 | 1.739.089 | 150.000 | 400.000 | 600.000 | 589.089 |
(i) The payables to related parties relates to financing balances with the ultimate parent company, Lanitis E.C. Holdings Limited, who has confirmed that they will not request repayment of the balance due to them until the Company has the financial ability to repay this balance. The same applies for the loan from parent company.
Estimates and judgments 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 makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
The Company's investment property is measured at fair value for financial reporting purposes. The fair value of investment property is determined on the basis of a valuation carried out by an independent valuer and judgment is used to select a variety of valuation techniques and make assumptions that are mainly based on market conditions existing at each reporting date. Furthermore, in estimating the fair value of the investment property, the valuer uses market-observable data to the extent it is available. The uncertain economic conditions in Cyprus together with the limited number of sale transactions and availability of data for similar development projects, makes it difficult to predict all developments which could have an impact on the real estate property prices. In performing the valuations, in addition to the available historical data, the independent valuers use their professional judgment, as well as their recent experience in the valuation of properties in the relevant locations and similar projects and transactions. The management of the Company works closely with the qualified independent valuer to establish the appropriate valuation technique and inputs to the model, as well as assesses whether these model and inputs are applicable for the determination of the fair value of the investment property.
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Intangible assets are initially recorded at acquisition cost and are amortized on a straight line basis over their useful economic life. Intangible assets that are acquired through a business combination are initially recorded at fair value at the date of acquisition. Intangible assets with indefinite useful life are reviewed for impairment at least once per year. The impairment test is performed using the discounted cash flows expected to be generated through the use of the intangible assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash generating unit in which the asset belongs to.
| 2017 | 2016 € |
|
|---|---|---|
| Income from services rendered to related companies (Note 21.1) | 100.955 | |
| 100.955 | ||
| 6. Gain arising on changes in the fair value of investment property | ||
| 2017 | 2016 | |
| € | ||
| Fair value gain on investement property (Note 13) | 7.208.833 |
7.208.833
$\phi$
| 2017 € |
2016 € |
|
|---|---|---|
| Operating (loss)/profit is stated after charging the following items: Amortisation of computer software (Note 14) Depreciation of property, plant and equipment (Note 12) Staff costs (Note 8) Auditors' remuneration- current year Auditors' remuneration - prior year |
528 w. 6.750 |
254 528 100.009 6.750 1.250 |
| 8. Staff costs | ||
| Salaries Social security costs Social cohesion fund |
2017 € |
2016 € 93.333 4.809 1.867 |
| 100.009 | ||
| Average number of employees | 1 | |
| 9. Finance income/cost | ||
| Foreign exchange gains | 2017 € |
2016 € 221 |
| Finance income | 221 | |
| Interest expense Sundry finance expenses |
(98.591) (193) |
(99.350) (204) |
| Finance costs | (98.784) | (99.554) |
| Net finance costs | (98.784) | (99.333) |
| 10. Tax | ||
| 2017 € ٠ |
2016 € 901.104 |
|
| Deferred tax - charge (Note 18) Charge for the year |
901.104 | |
| The total charge for the year can be reconciled to the accounting results as follows: | ||
| 2017 € |
2016 € |
|
| (Loss)/profit before tax | (188.564) | 7.049.242 |
| Tax calculated at the applicable tax rates | (23.571) | 881.155 |
|---|---|---|
| Tax effect of expenses not deductible for tax purposes | 6.333 | 3.968 |
| Tax effect of allowances and income not subject to tax | (131) | (913.515) |
| Tax effect of tax loss for the year | 17.369 | 28,392 |
| Deferred tax | $\mathbf{r}$ | 901.104 |
| Tax charge | 901.104 |
19
The corporation tax rate is 12,5%.
Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.
Due to tax losses sustained in the year, no tax liability arises on the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years.
| 2017 | 2016 | |
|---|---|---|
| (Loss)/earnings attributable to shareholders $(\epsilon)$ | (188.564) | 6.148.138 |
| Weighted average number of ordinary shares in issue during the year | 2.500.011 | 2,500.011 |
| (Loss)/earnings per share (cent) | (7, 54) | 245.92 |
$\sim$
| Plant and machinery € |
Golf Development expenses € |
Total € |
|
|---|---|---|---|
| Cost | |||
| Balance at 1 January 2016 Additions |
5.276 | 1.547.257 | 1.552.533 2.041.167 2.041.167 |
| Balance at 31 December 2016/ 1 January 2017 Additions |
5.276 | 622.111 | 3.588.424 3.593.700 622.111 |
| Balance at 31 December 2017 | 5.276 | 4.210.535 4.215.811 | |
| Depreciation | |||
| Balance at 1 January 2016 Charge for the year |
1.055 528 |
1.055 528 |
|
| Balance at 31 December 2016/ 1 January 2017 Charge for the year |
1.583 528 |
1.583 528 |
|
| Balance at 31 December 2017 | 2.111 | 2.111 | |
| Net book amount | |||
| Balance at 31 December 2017 | 3.165 | 4.210.535 4.213.700 | |
| Balance at 31 December 2016 | 3.693 | 3.588.424 3.592.117 | |
| 13. Investment property | |||
| 2017 € |
2016 € |
||
| Balance at 1 January Fair value gain on property revaluation |
70.911.576 | 63.702.743 7.208.833 |
|
| Balance at 31 December | 70.911.576 | 70.911.576 |
The Company is the owner of land of about 1.600 decares near the villages of Tserkezoi and Asomatos, in Limassol. The land is located next to the shopping center, My Mall Limassol, and the Fasouri Waterpark and the forthcoming development of the casino. The Company aims to develop a fully integrated golf and real estate development project on the site of its existing citrus plantations. One of the main goals of the master plan is to create a contemporary designed, integrated leisure and residential community project that includes luxurious villas and apartments, an 18-hole championship golf course, a golf club, spa and sports center and commercial and retail facilities, such as restaurants and shops.
The fair value of the Company's investment property as at 31 December 2017 has been arrived at on the basis of a valuation carried out by an independent valuer not connected with the Company. The independent valuer, who is a member of the Royal Institution of Chartered Surveyors (R.I.C.S.) and the Technical Chamber of Cyprus (ETEK), has appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The valuation, which conforms to International Valuation Standards, was arrived at by reference to the Income Approach (Discounted Cashflow), on the basis that potential real estate development entrepreneur will acquire the whole project with the purpose of developing, selling and gaining profits. Considering the said valuation as well as other factors, the management of the Company determined the value of the land on which a fully integrated golf and real estate development will be developed, to be €75.122.111. This amount includes the up to date "Golf Development Expenses" of €4.210.535, which are presented under property, plant and equipment (note 12).
The land owned by the Company was temporarily categorised as investment property and when the final decision will be taken as to the part of the land to be used for development and the part to be separated in building plots, it will be transferred to the relevant categories according to their use.
Details of the Company's investment property and information about the fair value hierarchy as at the end of the reporting period are as follows:
| 31 December 2017 | Level 3 | Total € |
|---|---|---|
| Land | 70.911.576 | 70.911.576 |
| Total | 70.911.576 | 70.911.576 |
| 31 December 2016 | Level 3 | Total € |
| Land | 70.911.576 | 70.911.576 |
| Total | 70.911.576 | 70.911.576 |
For the investment property categorized into Level 3 of the fair value hierarchy, the following information is relevat:
| Investment property | Valuation technique | Significant unobservable inputs |
|---|---|---|
| Land | Income Approach (Discounted Cashflow) |
Fair value of plots for development at a range of $\epsilon$ 325 $ \epsilon$ 360 per square meter |
| - Fair value of buildable area for mixed developments at an average of €650 per square meter |
||
| - Growth rate in sale prices of 4% - 5% | ||
| - Promotional expenses and developers profit of 25% | ||
| $\overline{\phantom{0}}$ | Discount rate of 5% |
Any increase/decrease in the fair value per square meter for plots for development and/or the buildable area for mixed developments or any increase/decrease of the growth rate, discount rate and the promotional expenses and developers profit would affect the fair value of the investment property accordingly.
| Computer software € |
|
|---|---|
| Cost | |
| Balance at 1 January 2016 | 3.303 |
| Balance at 31 December 2016/ 1 January 2017 | 3.303 |
| Balance at 31 December 2017 | 3.303 |
| Amortisation | |
| Balance at 1 January 2016 Amortisation for the year (Note 7) |
3.049 254 |
| Balance at 31 December 2016/ 1 January 2017 | 3.303 |
| Balance at 31 December 2017 | 3.303 |
| Net book amount | |
| Balance at 31 December 2017 | |
| 15. Receivables |
| 2017 | 2016 | |
|---|---|---|
| € | ||
| Receivables from related companies (Note 20.2) | 4.485 | 4.485 |
| Refundable VAT | 24.275 | 15,448 |
| 28,760 | 19,933 |
The fair values of receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Company to credit risk and impairment losses in relation to receivables is reported in note 3 of the financial statements.
| Authorised | 2017 Number of shares |
2017 € |
2016 Number of shares |
2016 € |
|---|---|---|---|---|
| Ordinary shares of €1,71 each | 3.000.000 | 5,130,000 | 3.000.000 | 5.130.000 |
| € | € | |||
| Issued and fully paid Balance at 1 January |
2,500,011 | 4.275.019 | 2,500,011 | 4.275.019 |
| Balance at 31 December | 2.500.011 | 4.275.019 | 2.500.011 | 4.275.019 |
| 2017 € |
2016 € |
|
|---|---|---|
| Non-current borrowings Bank loans |
1.166.922 | 1.126.591 |
| Loan from parent company (Note 20.4) | 1.513.088 | 1.422.047 |
| 2.680.010 | 2.548.638 | |
| Total | 2.680.010 | 2.548.638 |
| Maturity of non-current borrowings: | ||
| 2017 € |
2016 € |
|
| After five years | 2.680.010 | 2.548.638 |
The bank loans are secured as follows:
On 30 December 2015, the ultimate parent company, Lanitis E.C. Holdings Limited, together with its subsidiaries, Lanitis Farm Limited and Lanitis Golf Public Co Limited, signed an agreement with their key lender to restructure
their credit facilities. The total credit facilities of Lanitis E.C. Holdings Limited, Lanitis Farm Limited Public Co Limited (together the "Obligors") of an amount of €165,8 million were restructured in accordance to two loan agreements. The first loan agreement, the senior term facility, covers credit facilities of an amount of €100 million and the second loan agreement, the subordinated term facility, covers credit facilities of an amount of €65,8 million. The main source of repayment of both of these loans will be the sale of assets of the Lanitis E.C. Holdings Limited Group, including real estate assets of the Obligors.
The above credit facilities are secured through corporate guarantees, pledges and mortgages of assets and floating charges over the net assets of the Obligors.
As at the date of signing these financial statements, Lanitis E.C. Holdings made loan repayments amounting to €75,5 million towards the senior term facility, which covers the repayment obligations of the Obligors, including the bank loan of the Company which is part of the senior term facility, referred to above, up to December 2022.
The first scheduled repayment for the subordinated term facility is due by December 2023.
The weighted average effective interest rates at the reporting date were as follows:
| 2017 | 2016 | |
|---|---|---|
| Bank loans | 3.5% | 3.5% |
| Loan from parent company | 4.0% | 4.5% |
Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note 10). The applicable corporation tax rate in the case of tax losses is 12,5%.
The movement on the deferred taxation account is as follows:
| Fair value gains on investment property |
|
|---|---|
| Balance at 1 January 2016 | 5.087.843 |
| Charged/(credited) to: Statement of profit or loss and other comprehensive income (Note 10) |
901.104 |
| Balance at 31 December 2016/ 1 January 2017 | 5.988.947 |
| Balance at 31 December 2017 | 5.988.947 |
| 2017 | 2016 | |
|---|---|---|
| € | ||
| Other payables | 536.429 | 14.655 |
| Accruals | 29,883 | 8.953 |
| Payables to related companies (Note 20.3) | 2.805.544 | 2.661.213 |
| 3.371.856 | 2.684.821 | |
| Less non-current payables | (2.805.544) | (2.661.213) |
| Current portion | 566.312 | 23.608 |
Other payabales include an amount of €500.000 relating to the annual installments payable as at the year end to the Town Planning and housing Department of the Ministry of Interior with respect to the permit for the development of the golf resort (Note 25).
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
The Company is controlled by Lanitis Farm Limited, incorporated in Cyprus, which owns 100% of the Company's shares. The ultimate shareholder of the company is Lanitis E.C. Holdings Limited.
The related party balances and transactions are as follows:
| ________ | 2017 | 2016 | |
|---|---|---|---|
| Nature of transactions | € | € | |
| Cybarco Limited | Management fees | 100.955 | |
| Lanitis Farm Limited | Interest Expense | (58, 260) | (56.225) |
| (58.260) | 44.730 | ||
| 20.2 Receivables from related parties (Note 15) | |||
| 2017 | 2016 | ||
| Name | Nature of transactions | € | |
| Cybarco Limited | Trade | 4.485 | 4.485 |
| 4.485 | 4.485 |
è
| 20.3 Payables to related parties (Note 19) | |||
|---|---|---|---|
| 2017 | 2016 | ||
| Name | Nature of transactions | € | |
| Lanitis E.C. Holdings Limited | Financing | 2.805.544 | 2.661.213 |
| 2.805.544 | 2.661.213 |
The loan payable to Lanitis E.C. Holdings Limited is interest free and has no fixed day of repayment.
| 20.4 Shareholders' loan account (Note 17) | ||
|---|---|---|
| 2017 | 2016 | |
| € | ||
| Lanitis Farm Limited | 1.513.088 | 1.422.047 |
| 1.513.088 | 1.422.047 |
The loan from parent company bears interest at the rate of 4,0% annually and has no fixed day of repayment.
The percentage of share capital of the Company held directly or indirectly by each member of the Board of Directors, their spouses and their minor children, as at 31 December 2017 and 31 December 2016 were as follows:
| 31 December 31 December | ||
|---|---|---|
| 2017 | 2016 | |
| $\frac{0}{0}$ | $\frac{0}{0}$ | |
| 99.99 Platon E. Lanitis |
99.99 |
The shareholders holding more than 5% of the share capital of the Company as at 31/12/2016 and 31/12/2017 were as follows:
| 31 December 31 December | |
|---|---|
| 2017 | 2016 |
| $\frac{0}{0}$ | $\frac{0}{0}$ |
| Lanitis Farm Limited 99.99 |
99.99 |
At the end of the year, no significant agreements existed between the Company and its management.
As disclosed in note 17, the Company together with its parent company, Lanitis Farm Limited and its ultimate parent company, Lanitis E.C. Holdings Limited are joint obligors to the credit facilities that these entities hold with a certain bank. As per agreements, these credit facilities are secured through corporate guarantees, pledges and mortages of assets and floating charges over the net assets of the obligors.
The Company had no contingent liabilities as at 31 December 2017.
$\bar{q}$
An amount of €5 million is payable to the Town Planning and housing Department of the Ministry of interior in the period of 10 years for the permit to develop the golf resort project for the Company.
In accordance with the resolution taken by the Ministry Cabinet of the Republic on 22 June 2016, the Company need to pay annual installemnts of €0.5 million each, until full repayment of the above noted €5 million.
The Company has already settled the liabilities for the years 2013, 2014, 2015 and 2016. The commmitment for the year 2017 was settled post year-end, in February 2018.
The Company had no capital or other commitments as at 31 December 2017.
There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.
Independent auditor's report on pages 5 to 7
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