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Premia R.E.I.C.

Quarterly Report Jun 28, 2023

2655_10-q_2023-06-28_e5b3e898-0bcd-49d4-b3bd-c196a6c97127.pdf

Quarterly Report

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PREMIA Real Estate Investment Company Société Anonyme

CONDENSED INTERIM FINANCIAL STATEMENTS

period (1 January to 31 March 2023)

Ι. CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION 3
ΙΙ. CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME 4
IΙΙ. CONDENSED INTERIM FINANCIAL STATEMENT OF CHANGES IN EQUITY - GROUP5
ΙV. CONDENSED INTERIM FINANCIAL STATEMENT OF CHANGES IN EQUITY - COMPANY5
V. CONDENSED INTERIM STATEMENT OF CASH FLOWS FOR THE PERIOD 6
SELECTED EXPLANATORY NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 7
1. General Information7
2. Summary of Significant Accounting Policies 8
2.1 Basis for preparation of the unaudited condensed interim financial information8
2.2 New accounting standards and interpretations issued by the International Financial Reporting Standards Interpretations Committee (IFRIC)8
3. Critical accounting estimates, assumptions and Management's judgments 10
4. Description and management of the main risks and uncertainties 10
4.1 Risk related to the macroeconomic environment in Greece 10
4.2 Energy crisis and geopolitical developments & going concern 10
4.3 Market risk associated with investment property prices and rents 11
4.4 Cash flow risk due to changes in interest rates 12
4.5 Risks concerning the Group's financing 12
4.6 Liquidity risk 12
4.7 Inflation risk 12
4.8 Credit risk 13
4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A. 13
4.10 Fair Value Measurement of Financial Assets and Financial Liabilities 13
5. Segment reporting 14
6. Additional data and information on the Interim Financial Statements 16
6.1 Investment property 16
6.2 Financial assets at amortised cost 17
6.3 Investments in subsidiaries 18
6.4 Investments in joint ventures 19
6.5 Other short-term receivables 20
6.6 Borrowings 20
6.7 Lease liabilities 21
6.8 Other non-current liabilities 22
6.9 Other short-term liabilities 22
6.10 Expenses related to investment property 23
6.11 Other operating expenses 23
6.12 Finance expenses 23
6.13 Earnings per share 23
6.14 Transactions with related parties 24
6.15 Commitments and Contingent liabilities and assets 25
6.16 Restatement of Financial Statements for the period 31/03/2023 25
6.17 Events subsequent to the Financial Statements 26

Ι. CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

Note
31.03.2023
31.12.2022
31.03.2023
31.12.2022
Assets
Non-current assets
Investment property
6.1
239,165,764
229,066,000
110,085,770
103,260,000
Advances for the purchase of investment
properties
3,295,329
2,868,887
3,295,329
2,868,887
Financial assets at amortised cost
6.2
36,202,773
36,644,471
-
-
Property, plant and equipment
607,833
629,715
581,684
601,862
Right-of-use assets
914,844
946,445
914,844
946,445
Intangible assets
22,552
22,716
19,003
19,072
Investments in subsidiaries
6.3
-
-
76,640,515
76,518,096
Investments in joint ventures
6.4
2,683,042
2,593,672
3,171,659
3,046,659
Blocked deposits
1,500,000
1,500,000
1,500,000
1,500,000
Other long-term receivables
651,161
650,323
217,878
217,040
Total non-current assets
285,043,298
274,922,229
196,426,682
188,978,061
Current assets
Trade receivables
619,787
713,180
179,170
185,548
Financial assets at amortised cost
6.2
1,428,743
1,428,743
-
-
Intra-group loan receivables
-
-
16,210,351
-
Other short-term receivables
6.5
1,727,869
1,539,930
1,292,835
1,645,177
Blocked deposits
6,717,826
5,458,833
1,636,331
93,243
Cash and cash equivalents
33,274,643
40,795,689
29,780,865
38,766,961
Total current assets
43,768,869
49,936,377
49,099,553
40,690,929
Total Assets
328,812,167
324,858,605
245,526,235
229,668,990
Equity
Attributable to equity owners of the parent
Share capital
43,563,581
43,563,581
43,563,581
43,563,581
Treasury shares
(1,345,375)
(1,274,978)
(1,345,375)
(1,274,978)
Total
42,218,206
42,288,603
42,218,206
42,288,603
Share premium
12,681,040
12,681,040
12,707,130
12,707,130
Reserves
53,980,273
53,980,273
52,340,970
52,340,970
Retained earnings
35,369,547
32,140,795
13,336,710
11,479,632
Total equity attributable to equity owners of the
parent
144,249,066
141,090,712
120,603,016
118,816,335
Non-controlling interests
254,444
254,450
-
-
Total equity
144,503,511
141,345,161
120,603,016
118,816,335
Liabilities
Non-current liabilities
Borrowings
6.6
164,453,965
165,794,580
118,611,451
105,525,153
Lease liabilities
6.7
6,515,786
6,597,327
875,465
901,968
Employee benefit obligations
29,261
29,261
29,261
29,261
Provisions
803,456
803,456
703,456
703,456
Other non-current liabilities
6.8
3,239,862
3,122,005
1,645,687
1,479,803
Total non-current liabilities
175,042,330
176,346,629
121,865,320
108,639,640
Current liabilities
Trade payables
251,194
696,608
129,328,83
476,079
Current tax liabilities
300,503
345,871
136,328
146,891
Borrowings
6.6
7,622,557
4,890,383
2,474,635
1,237,992
Lease liabilities
6.7
385,702
346,571
102,187
99,184
Other current liabilities
6.9
706,369
887,383
215,421
252,870
Total current liabilities
9,266,326
7,166,815
3,057,899
2,213,015
Total liabilities
184,308,656
183,513,444
124,923,219
110,852,655
Group Company
Total Equity and Liabilities
328,812,167
324,858,605
245,526,235
229,668,990

ΙΙ. CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

Group Company
Note 01.01-
31.03.2023
01.01-
31.03.2022
01.01-
31.03.2023
01.01-
31.03.2022
Investment property lease income 3,542,645 2,620,894 1,615,961 1,258,568
Income from provision of services 657,889 611,054 143,284 556,978
Total income 4,200,534 3,231,948 1,759,245 1,815,546
Results from measurement at fair value of
investment property
1,893,727 1,120,896 2,016,146 611,266
Expenses related to investment property 6.10 (909,237) (725,636) (293,225) (200,259)
Personnel costs and expenses (303,265) (307,728) (303,265) (307,728)
Depreciation of PPE and intangible assets (57,894) (57,510) (56,095) (56,178)
Other operating expenses 6.11 (389,274) (504,308) (283,065) (357,133)
Other income 10,985 45,873 3,816 32,907
Operating profit 4,445,576 2,803,534 2,843,557 1,538,421
Proportion of losses arising from investment
in a joint venture
(35,630) - - -
Finance income 812,192 583,060 118,341 1,639
Finance expenses 6.12 (1,732,509) (1,626,003) (968,492) (1,187,146)
Profit before income tax 3,489,628 1,760,591 1,993,406 352,914
Income tax expense (260,881) (61,277) (136,328) -
Profit for the period 3,228,747 1,699,314 1,857,078 352,914
Profit for the period attributable to:
Equity owners of the Parent 3,228,752 1,698,940 1,857,078 352,914
Non-controlling interests (5) 374 - -
Profit for the period 3,228,747 1,699,314 1,857,078 352,914
Basic earnings per share attributable to
equity owners of the parent
6.13 0.0375 0.0195
Diluted earnings per share attributable to
equity owners of the parent
6.13 0.0371 0.0195

IΙΙ. CONDENSED INTERIM FINANCIAL STATEMENT OF CHANGES IN EQUITY - GROUP

Balance at 1 January 2022 Share capital
& Treasury
shares
43,515,245
Share
premium
79,960,512
Other Reserves
& Stock
incentive plan
reserve
53,082,038
Retained earnings
(50,636,037)
Total Equity
Owners of the
Parent
125,921,758
Non-controlling
interests
371,874
Total Equity
126,293,633
Total comprehensive
income for the period - - - 1,698,940 1,698,940 374 1,699,314
Treasury shares (24,950) - - - (24,950) - (24,950)
Balance at 31 March 2022 43,490,295 79,960,512 53,082,038 (48,937,097) 127,595,749 372,248 127,967,997
Balance at 1 January 2023 42,288,603 12,681,040 53,980,273 32,140,795 141,090,712 254,450 141,345,161
Total comprehensive
income for the period
- - - 3,228,752 3,228,752 (5) 3,228,747
Treasury shares (70,397) - - - - - (70,397)
Balance at 31 March 2023 42,218,206 12,681,040 53,980,273 35,369,547 144,249,066 254,444 144,503,511

ΙV. CONDENSED INTERIM FINANCIAL STATEMENT OF CHANGES IN EQUITY - COMPANY

Share capital
& Treasury
shares
Share premium Other
Reserves &
Stock
incentive plan
reserve
Retained earnings Total Equity
Balance at 1 January 2022 43,515,245 79,986,593 51,927,637 (63,338,933) 112,090,542
Total comprehensive
income for the period
Treasury shares
-
(24,950)
-
-
-
-
352,914
-
352,914
(24,950)
Balance at 31 March 2022 43,490,295 79,986,593 51,927,637 (62,986,019) 112,418,506
Balance at 1 January 2023
Total comprehensive
42,288,603 12,707,130 52,340,970 11,479,632 118,816,335
income for the period
Treasury shares
-
(70,397)
-
-
-
-
1,857,078
-
1,857,078
(70,397)
Balance at 31 March 2023 42,218,206 12,707,130 52,340,970 13,336,710 120,603,016

V. CONDENSED INTERIM STATEMENT OF CASH FLOWS FOR THE PERIOD

01.01-
01.01-
01.01-
01.01-
31.03.2023
31.03.2022
31.03.2023
31.03.2022
Cash Flows from operating activities
Profit before taxes
3,489,628
1,760,591
1,993,406
352,914
Plus/less adjustments for:
Depreciation and amortisation
57,894
57,510
56,095
56,178
Net loss from revaluation of investment property at fair
value
(1,893,727)
(1,120,896)
(2,016,146)
(611,266)
Interest income / Other income
(812,391)
(583,060)
(118,541)
(1,639)
Interest expense
1,651,579
1,574,985
953,592
1,170,881
Interest Expense on Leases IFRS 16
80,930
51,018
14,900
16,265
Decrease in value of investments in joint ventures
35,630
-
-
-
Plus/Less adjustments of working capital to net cash or
related to operating activities:
Decrease / (increase) of receivables
32,203
(925,972)
93,046
(748,790)
(Decrease) / increase of payables except borrowings
114,132
267,671
406,665
411,388
Decrease / (increase) of financial assets at amortised
cost
1,064,174
1,026,459
-
-
Cash flows from operating activities
3,820,052
2,108,306
1,383,017
645,931
Less:
Interest expense paid
(2,701,072)
(473,060)
(2,166,936)
(182,986)
Income tax paid
(306,249)
-
(146,891)
-
Net cash generated from Operating Activities (a)
812,731
1,635,246
(930,810)
462,945
Cash Flows from / (for) investing activities
Acquisition of new subsidiaries
-
(1,328,194)
-
(1,335,601)
Increase in investments in subsidiaries
(122,419)
(166,359)
(122,419)
(166,359)
Acquisition of investments in joint ventures
(161,000)
(161,000)
-
Purchase of treasury shares
(70,397)
(24,950)
(70,397)
(24,950)
Purchases of new investment properties
(5,865,282)
-
(4,343,237)
-
Subsequent capital expenditure for property investments
(1,947,779)
(56,022)
(195,830)
-
Advances and expenses relating to future acquisition of
property
(697,060)
-
(697,060)
-
Repayment of bonds
-
699,094
Purchase of PPE and intangible assets
(4,247)
(6,019)
(4,247)
(6,019)
Sales of PPE and intangible assets
260
-
260
-
Interest received
14
1,639
-
1,639
Net cash used in Investing Activities (b)
(8,867,911)
(1,579,904)
(5,593,930)
(832,195)
Cash flows from / (for) financing activities
Proceeds from the issuance of bonds and other
borrowings
15,280,182
100,000,000
15,280,182
100,000,000
Expenses related to the issuance of bonds and other
borrowings
(351,644)
(2,985,570)
(351,644)
(2,985,570)
Loans to subsidiaries
-
-
(15,812,682)
-
Repayment of borrowings
(13,093,001)
(39,518,767)
(10,625)
(39,258,980)
Repayment of lease liabilities
(42,410)
(63,458)
(23,500)
(22,134)
Increase/(decrease) of Blocked deposits
(1,258,993)
1,059,182
(1,543,088)
1,651,691
Net cash used in Financing Activities (c)
534,133
58,491,387
(2,461,357)
59,385,006
Net increase/(decrease) in cash and cash equivalents for
the period (a) + (b) + (c)
(7,521,046)
58,546,729
(8,986,096)
59,015,756
Cash and cash equivalents at beginning of the period
40,795,689
21,873,380
38,766,961
19,933,715
Group Company
Cash and cash equivalents at end of the period 33,274,643 80,420,109 29,780,865 78,949,471

The Selected Explanatory Notes are an integral part of the Interim Financial Statements at 31 March 2023.

SELECTED EXPLANATORY NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January to 31 March 2023

1. General Information

The Company "PREMIA REIC" under the distinctive name "PREMIA Properties" (hereinafter the "Company") is active in the real estate investment sector as provided for in article 22 of L. 2778/1999, as in force at that time. As a Real Estate Investment Company (REIC), the Company is supervised by the Hellenic Capital Market Commission. The Company was established in 1991 in Greece in accordance with the Greek law. The Company's Legal Entity Identifier (LEI) is 213800MU91F1752AVM79. The Company is registered in the G.E.MI. under No. 861301000. The duration of the Company, according to its Articles of Association has been set for 95 years (date of registration of the decision to establish the Company in the G.E.MI.).

The website of the Company is (www.premia.gr).

The Company, along with its subsidiaries (jointly the "Group"), is active in the exploitation and management of real estate in Greece. The Company's registered office is set at the Municipality of Athens of the Prefecture of Attica and its offices are located at 59, Vasilissis Sofias Avenue, P.C. 11521.

At 31 March 2023, the number of employees of the Group and the Company was 17 persons against 17 persons for the Group and the Company at 31 March 2022.

Structure of the Group

In the table below are set out the Company's holdings, direct and indirect, as these were at 31.03.2023 and at 31.12.2022:

Registered % Held % Held Consolidation
Company Office Activity 31.03.2023 31.12.2022 method
EMEL S.A. Greece Exploitation of real estate 90.13% 90.13% Full
ARVEN S.A. Greece Exploitation of real estate 100% 100% Full
JPA ATTICA SCHOOLS S.A. Greece Management of School Units 100% 100% Full
THESMIA S.A. Greece Exploitation of real estate 100% 100% Full
PREMIA RIKIA S.A. Greece Exploitation of real estate 100% 100% Full
PREMIA DYO PEFKA S.A. Greece Exploitation of real estate 100% 100% Full
INVESTMENT COMPANY
ASPROPYRGOS 1 S.A. Greece Exploitation of real estate 100% 100% Full
ADAM TEN S.A. Greece Exploitation of real estate 100% 100% Full
MESSINIAKA REAL ESTATE S.A. Greece Exploitation of real estate 100% 100% Full
PREMIA MAROUSI S.A. Greece Exploitation of real estate 100% 100% Full
ZONAS S.A. Greece Exploitation of real estate 100% 100% Full
VALOR P.C. Greece Exploitation of real estate 100% 100% Full
PRIMALAFT S.A. Greece Exploitation of real estate 100% 100% Full
IQ KARELA S.A. Greece Exploitation of real estate 40% 40% Equity method
P & E INVESTMENTS S.A. Greece Exploitation of real estate 25% - -

At 02.02.2023 the Company acquired 25% of the share capital of the newly established company P & E INVESTMENTS SA by paying the amount € 125 thousand while DIMAND group participates with 75%. P&E INVESTMENTS SA will acquire

65% of the share capital of the company Skyline Real Estate Single Member S.A. ("Skyline") from Alpha Group Investments Ltd of ALPHA BANK Group.

The annual consolidated financial statements are prepared by incorporating the financial statements of the Company's subsidiaries using the full consolidation method.

All transactions of the Group with related parties are carried out in the frame of its activities.

These condensed interim financial statements of the Group and the Company, for the period from 1 January to 31 March 2023, were approved by the Board of Directors at 25 May 2023 and have been published on the internet at www.premia.gr.

2. Summary of Significant Accounting Policies

2.1 Basis for preparation of the unaudited condensed interim financial information

The Condensed Interim Financial Information of the Group and the Company for the period ended 31 March 2023 has been prepared in accordance with the International Accounting Standard (IAS) 34, "Interim Financial Reporting", as adopted by the European Union.

The Condensed Interim Financial Information includes selected disclosures and does not include all the information required in the Annual Financial Statements. Thus, the Condensed Interim Financial Information should be read in conjunction with the financial statements included in the Company's Annual Financial Report as at 31.12.2022, which were prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union (hereinafter the "E.U.").

The amounts included in these condensed interim Financial Statements are presented in Euro, rounded to the nearest unit unless otherwise stated in the individual notes for clarity of presentation. Any differences between the amounts reported in the main financial statements and the relevant amounts presented in the accompanying notes are due to rounding.

The accounting policies adopted are consistent with those that were used for the preparation of the annual Financial Statements for the year ended 31 December 2022 and which are available on the Company's website www.premia.gr, with the exception of the adoption of new and amended standards as set out below (Note 2.2.).

Where deemed necessary, the comparative data were adjusted to comply with the changes in the presentation during the current period. The reclassifications made (Notes 6.10, 6.11 and 6.16) are analysed in detail in the individual notes and do not have a significant impact on the presentation of the financial information.

The Condensed Interim Financial Information has been prepared in accordance with the principle of going concern, applying the principle of historical cost, with the exception of investment property, which is measured at fair value and the financial assets, which are measured at amortised cost.

2.2 New accounting standards and interpretations issued by the International Financial Reporting Standards Interpretations Committee (IFRIC)

The accounting policies adopted are consistent with those adopted in the previous financial year except for the following standards, which the Group/Company has adopted as at 1 January 2023.

IFRS 17: Insurance Contracts

The standard is effective for annual accounting periods beginning on or after 1 January 2023, with earlier application permitted provided that an entity applies the IFRS 9 Financial Instruments on or before the date on which it first applies the IFRS 17. The new standard covers the recognition, measurement, presentation and the required disclosures of all types of insurance contracts, as well as certain guarantees and financial instruments with discretionary participation features. The Company/Group does not issue contracts within the scope of IFRS 17 and, therefore, the application of the standard has no impact on the financial performance, financial position or cash flows of the Group and the Company.

IAS 1 Presentation of financial statements and IFRS Practice Statement 2: Disclosures on accounting policies (Amendments)

The amendments are effective for annual accounting periods beginning on or after 1 January 2023, with earlier application permitted. The amendments provide guidance on the application of judgement on materiality in accounting policy disclosures. In particular, the amendments replace the requirement to disclose "significant" accounting policies with a requirement to disclose "material" accounting policies. In addition, guidance and illustrative examples are added to the Practice Statement to assist in applying the concept of materiality in making judgements in accounting policy disclosures. The amendments are not expected to have a significant impact on the Group's and Company's Financial Statements.

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting estimates (Amendments)

The amendments are effective for annual reporting periods beginning on or after 1 January 2023, with earlier application is permitted, and are effective for changes in accounting policies and changes in accounting estimates occurring on or after the beginning of that period. The amendments introduce a new definition of an accounting estimate as monetary amounts in financial statements subject to measurement uncertainty if they do not result from correction of an error in a previous period. The amendments also clarify what changes in accounting estimates are and how they differ from changes in accounting policies and corrections of errors. The amendments are not expected to have a significant impact on the Group's and Company's Financial Statements.

IAS 1 Presentation of financial statements: Classification of Liabilities as Current or Non-Current (amendments)

The amendments are applied retrospectively in accordance with IAS 8 for annual accounting periods beginning on or after 1 January 2024, while earlier application is permitted. The amendments provide guidance on the requirements in IAS 1 for classifying liabilities as current or non-current. The amendments clarify the meaning of a right to postpone settlement of a liability, the requirement that such a right exists in the reporting period and that management's intention to exercise the right and a counterparty's right to settle the liability by transferring equity instruments of the company do not affect the current or non-current classification. The amendments also clarify that only the conditions of compliance with which an entity must comply on or before the reporting date will affect the classification of a liability. Furthermore, additional disclosures are required for long-term liabilities arising from loan agreements that are subject to compliance of terms within twelve months from the reporting period. The amendments have not yet been adopted by the European Union and are not expected to have a significant impact on the Group's and the Company's Financial Statements.

IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments)

The amendments are effective for annual reporting periods beginning on or after 1 January 2024, while earlier application is permitted. The amendments are intended to improve the requirements for a seller-lessee to measure a lease liability arising from a sale and leaseback transaction under IFRS 16 and do not change the accounting treatment for leases that are not related to sale and leaseback transactions. In particular, the seller-lessee determines "lease payments" or "revised lease payments" so that it does not recognise a gain or loss related to the right-of-use it retains. The application of these requirements does not prevent the seller-lessee from recognising in the results for the year any profit or loss associated with the partial or complete termination of a lease. The amendments are applied retrospectively in accordance with IAS 8 to sale and leaseback transactions occurring after the date of initial application, which is the beginning of the annual reporting period in which the entity first applied IFRS 16. The amendments have not yet been adopted by the European Union and are not expected to have a significant impact on the Group's and the Company's Financial Statements.

IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Amendment: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments address a recognised inconsistency between the requirements of IFRS 10 and those of IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when the transaction involves an entity (whether or not it is housed in a subsidiary). A partial gain or loss is recognised when the transaction involves assets that do not constitute an enterprise, even if those assets are housed in a subsidiary. In December 2015, the IASB indefinitely deferred the implementation date of this amendment, pending the outcome of its work on the equity method. The amendments have not yet been adopted by the European Union and are not expected to have a significant impact on the Group's and the Company's Financial Statements.

3. Critical accounting estimates, assumptions and Management's judgments

For the preparation of the Condensed Interim Financial Information in accordance with IFRS, the significant assumptions adopted by Management in applying the Company's and the Group's accounting policies, as well as the main sources of information for the estimates made, are consistent with those adopted in the published annual Separate and Consolidated Financial Statements for the year ended 31 December 2022 which are considered by Management to be the most significant in the application of the Group's and the Company's accounting policies.

4. Description and management of the main risks and uncertainties

The Group is exposed to risks arising from the uncertainty of the estimates of the exact market figures and their future development. The Group's risk management policy identifies and categorises all its risks, which are systematically monitored and evaluated both quantitatively and qualitatively, seeking to minimise the potential negative impact that they may have on the Group's financial performance.

The condensed Interim Financial Statements do not include all the information regarding the financial risks' management as well as the related disclosures required in the Annual Financial Statements and should be read in conjunction with the financial statements included in the Company's Annual Financial Report as of 31.12.2022, which were prepared in accordance with International Financial Reporting Standards (hereinafter "IFRS"), as adopted by the European Union (hereinafter the "E.U.").

4.1 Risk related to the macroeconomic environment in Greece

Due to the nature of its activity, the Group is exposed to fluctuations in the overall Greek economy and, in particular, the real estate market which indicatively affects:

  • the level of supply/demand for property assets, affecting the Group's ability to lease the vacant investment properties or lease them on attractive terms (amount and duration of basic consideration in the lease agreements) and to creditworthy tenants or increase the costs required for the conclusion of leases (e.g. configuration costs), due to reduced demand or increased supply of property assets or a contraction in the domestic economic activity, and/or sell an asset in its portfolio (either because it does not yield the expected return or to meet any liquidity needs) in favourable market conditions and with an expected consideration (as the marketability of the properties is affected in addition to the location of the property also by the supply and demand for the type of the property asset and the wider macroeconomic environment of Greece).
  • the tenants' ability to pay the rents
  • the discount rate and/or the supply/demand of comparable properties and hence due to the above, the estimate of the property's fair value.

4.2 Energy crisis and geopolitical developments & going concern

The energy crisis, which started in 2022, whose depth and scope cannot be assessed at present, is contributing to a climate of uncertainty in terms of the impact of the inflationary pressures on consumption, investments and, by extension, economic growth. Rising energy prices combined with disruptions in supply chains that increase transport and production costs have fuelled strong inflationary pressures globally, increasing uncertainty regarding the impact that they will have on the economic growth rate in the coming years. In addition, the war in Ukraine is putting further pressure on energy prices and by extension, on inflation.

With regard to inflationary pressures, it is noted that the majority of the Group's lease income is based on long-term contracts and is linked to an indexation clause in relation to the change in the consumer price index. In any case, it is noted that it is

not possible to predict the impact of a prolonged period of inflationary pressure on the financial position of the Group's lessees.

It is also noted that the Group has limited exposure to property development projects compared to the total investment portfolio and therefore increases in construction costs are not expected to have a material impact on the Group's financial position.

With regard to the current geopolitical developments in Ukraine, it is worth noting that the Group operates exclusively in Greece and has no tenants who come from countries directly affected by the military conflicts.

As the facts are constantly changing, any estimates regarding the effects of the energy crisis and the war in Ukraine on the domestic economy, the real estate market and, by extension, the Group's financial results are subject to a high degree of uncertainty. The Group carefully monitors and continuously evaluates developments.

Taking into account the Group's financial position, the composition and diversification of its property portfolio, its long-term investment horizon, in combination with the securing of the necessary financial resources for the implementation of its investment strategy in the medium term, it is concluded that the Group has the necessary resources for the operation and implementation of its medium-term strategy. In this way, the financial statements have been prepared in accordance with the principle of the Group's going concern.

4.3 Market risk associated with investment property prices and rents

The Group is exposed to price risk due to potential changes in the value of properties and a reduction in rents. Any negative change in the fair value of the properties in its portfolio and/or lease income will have a negative impact on the Group's financial position.

The operation of the real estate market involves risks related to factors such as the geographical location, the commerciality of the property, the general business activity of the area and the type of use in relation to future developments and trends. These factors, whether individually or in combination, can lead to a commercial upgrading or deterioration of the area and the property with a direct impact on its value. Moreover, fluctuations in the economic climate may affect the risk-return ratio sought by investors and lead them to seek other forms of investment, resulting in negative developments in the real estate market that could affect the fair value of the Group's properties and consequently its performance and financial position.

The Group focuses its investment activity on areas and categories of real estate (commercial properties such as storage and distribution centres, supermarkets, serviced apartments, etc.) for which sufficient demand and commerciality are expected at least in the medium term based on current data and forecasts.

In the future, the Group may be exposed to potential claims relating to defects in the development, construction and renovation of the properties, which may have a material adverse effect on its business activity, future results, and its future financial position.

The thorough due diligence that is carried out by the Group when acquiring new properties may not be able to identify all the risks and liabilities related to an investment with adverse effects on future results and its future financial position.

In order to address the relevant risk in a timely manner, the Group ensures that it selects properties that enjoy excellent geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk.

The Group is also governed by an institutional framework, as defined by L. 2778/1999, which contributes significantly to the avoidance and/or timely identification and management of the relevant risk, where it stipulates that (a) the properties in the portfolio are valued periodically, as well as prior to acquisitions and transfers, by an independent certified valuer, (b) the possibility of investing in the development and construction of properties is provided for under certain conditions and restrictions, and (c) the value of each property is prohibited to exceed 25% of the value of the total property portfolio.

As regards the risk arising from the reduction of lease income, and in order to minimise the risk of negative changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in case of negative inflation, there is no negative impact on rents.

4.4 Cash flow risk due to changes in interest rates

The Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position as well as its cash flows. The Group's exposure to fluctuations in interest rate risk derives mainly from bank loans, which are generally concluded at variable interest rates based on the Euribor.

The Group assesses its exposure to interest rate risk and examines the possibilities of managing it through, for example, improving the terms and/or refinancing of existing loans. It is worth noting that following the issuance of the 5-year €100 million bond traded on the Athens Stock Exchange, a significant part of the Group's total existing borrowings has a fixed interest rate and is therefore not subject to the related risk.

4.5 Risks concerning the Group's financing

Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Group's Management seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic objectives. The Group assesses its financing needs and available sources of financing in the domestic financial market and explores any opportunities to raise additional capital through the issuance of debt in that market.

Any non-compliance by the Company and the Group's subsidiaries with covenants and other obligations under existing and/or future financing agreements could result in the termination of such financing agreements and, further, in a crossdefault of the financing agreements, which could jeopardize the ability of the Company itself and the Group companies' to meet their loan obligations, making these obligations due and payable and while negatively affecting the Group's prospects.

The Company's ability to distribute dividends to its shareholders, apart from the minimum dividend of article 27 of L. 2778/1999 as in force, is limited by the specific terms of its loan agreements.

4.6 Liquidity risk

Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Company's Management seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic objectives. The Company assesses its financing needs and available sources of financing in the domestic financial market and explores any opportunities to raise additional capital through the issuance of debt in that market.

The Group ensures the liquidity required to meet its obligations in a timely manner through regular monitoring of liquidity needs and collections from tenants, maintaining adequate cash reserves and prudent management of these reserves. At the same time, it seeks to proactively manage its borrowings by utilizing available financial instruments. In the above frame, on 7th January 2022, the Board of Directors of the Company decided to issue a common bond loan up to the amount of € 100 million, with a maturity of five years, through a public offering to the investing public in Greece and the admission of its bonds to trading in the Fixed Income Securities category of the Athens Exchange Regulated Market.

Also, the Company has already entered into loan agreements or is in discussions with banks regarding the provision of additional debt capital in order to carry out its investment plan.

The Group's liquidity is monitored by the Management at regular intervals.

4.7 Inflation risk

It relates to the uncertainty about the actual value of the Group's investments from a possible significant increase in inflation in future periods. With regard to this risk, which concerns reductions in lease income, and in order to minimise the risk of negative changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in the event of negative inflation there is no negative impact on rents.

4.8 Credit risk

The Group is exposed to credit risk in respect of trade receivables from tenants and receivables from the sale of real estate. Two major manifestations of the credit risk are counterparty risk and concentration risk.

  • Concentration risk: Concentration risk refers to the high dependence on specific tenants-customers, which may create either a serious problem for the Group's viability in the event of their insolvency or a claim for preferential treatment on the part of the tenants.

A significant portion of the Group's lease income derives from 3 tenants mainly belonging to the industrial property sector, which together represent 31% of total annualised lease income, with reference date 31.03.2023. Therefore, the Group is exposed to counterparty risk and any failure to pay rents, termination or renegotiation of the terms of these leases by the tenants on terms less favourable to the Group may have a material adverse effects on the Group's business activity, results of operations, financial position and prospects.

  • Counterparty Risk: Counterparty risk refers to the possibility that the counterparty to a transaction will default on its contractual obligation before the final settlement of the cash flows arising from the transaction. In this case, the Group is subject to the risk of dealing with any insolvent tenants, resulting in the creation of doubtful/uncertain receivables.

To minimise this risk, the Group assesses the creditworthiness of its counterparties and seeks to obtain adequate guarantees.

4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A.

JPA ATTICA SCHOOLS S.A. was established for the sole purpose of undertaking, studying, financing, constructing and technical management of 10 schools in the Attica region. Given that the construction phase of the school units was completed in the year 2017, the schools' Operation and Maintenance phase is currently in progress.

Under the PPP Contract, it is foreseen that specific quality specifications will be met during the Operation and Maintenance phase of the school units. Non-compliance with the relevant specifications may lead to termination, which would have a negative impact on the results of JPA ATTICA SCHOOLS S.A., and consequently on the Group's results and financial position.

The main client of JPA ATTICA SCHOOLS S.A. is KTYP S.A. (School Buildings Organization S.A.), which belongs to the wider Public Sector, thus the Group is exposed to credit risk in the event that the Greek State fails to meet its obligations, such as those arising from the PPP Contract, in a timely manner. Any such failure on the part of KTYP S.A. may have significant adverse effects on the business activity and the results of JPA ATTICA SCHOOLS S.A., and by extension on the Group's results and financial position.

The Group may suffer material losses from the activity of JPA ATTICA SCHOOLS S.A. that exceed any insurance indemnity or from events that have taken place for which it cannot be insured, which would have a negative impact on the Group's results and financial position.

4.10 Fair Value Measurement of Financial Assets and Financial Liabilities

The Group calculates the fair value of financial instruments based on a fair value calculation framework that classifies financial instruments into a three-level hierarchy according to the hierarchy of inputs used in the valuation, as described below.

Level 1: Official quoted market prices (unadjusted) in the markets for similar assets or liabilities.

Level 2: Inflows other than the official quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. In particular, the fair value of financial instruments that are not traded in an active market (for example, OTC derivatives transactions) is determined using valuation techniques. These valuation techniques maximise the use of observable market data, where available, and rely as little as possible on entity-specific parameters. If the significant inputs to an instrument's fair value are observable, the instrument is categorised as Level 2.

Level 3: Inflows for the asset or liability that are not based on observable market data. In particular, if one or more of the significant variables are not based on observable market data, the instrument is categorised as Level 3.

Non-financial assets measured at Fair Value - Group Level 1 Level 2 Level 3 Total
Investment property 31.03.2023 - - 239,165,764 239,165,764
Investment property 31.12.2022 229,066,000 229,066,000
Non-financial assets measured at Fair Value - Company Level 1 Level 2 Level 3 Total
Investment property 31.03.2023 - - 110,085,770 110,085,770
Investment property 31.12.2022 103,260,000 103,260,000

Financial assets not measured at fair value

The following tables summarise the fair value of the Group's and the Company's financial liabilities not measured at fair value as at 31.03.2023 and 31.12.2022, respectively:

Liabilities - Group Level 1 Level 2 Level 3 Total
Borrowings 31.12.2022 - - 170,684,963 170,684,963
Borrowings 31.03.2023 - - 172,076,522 172,076,522
Liabilities - Company Level 1 Level 2 Level 3 Total
Borrowings 31.12.2022 - - 106,763,144 106,763,144
Borrowings 31.03.2023 - - 121,086,086 121,086,086

The liabilities included in the above tables are carried at amortised cost and their carrying value approximates their fair value.

At 31 March 2023 and 31 December 2022, the carrying value of cash and cash equivalents, blocked deposits, trade and other receivables, as well as payables to suppliers and other liabilities approximated their fair value.

5. Segment reporting

The Group has recognised the following segments:

Operating segments

Commercial property: This category includes commercial real estates (big-boxes, super market, office buildings) as well as plots for future exploitation.

Industrial Buildings: This category includes warehouse buildings (logistics, other properties with industrial use as well as wineries along with their vineyards).

Serviced apartments: This category includes buildings that function as serviced apartments including student dormitories.

Social buildings: This category includes social buildings in the field of education (schools), including schools managed through PPPs.

The Group operates only in the Greek market and for this reason; it has no analysis in secondary areas of activity (geographical areas).

The accounting policies for the operating segments are the same as those described in the significant accounting policies of the annual financial statements. There are no transactions between business segments.

Operating segments are strategic units that are monitored separately by the Board of Directors because they concern different segments of the real estate industry with separate yields.

Segment Results, Assets and Liabilities at 31.03.2022

Total of
Commercial
properties
Industrial
Buildings
Serviced
apartments
Social
buildings
(PPP)
allocated
income/
expenses
Unallocated
income/
expenses
Total
Lease income from investment
properties 308,166 2,529,975 381,004 317,499 3,536,645 6,000 3,542,645
Income from provision of services - - - 540,977 540,977 - 540,977
Income from common charges 3,628 113,284 - - 116,912 - 116,912
Total income 311,794 2,643,260 381,004 858,476 4,194,534 6,000 4,200,534
Result from measurement at fair
value of investment properties - 1,308,611 585,116 - 1,893,727 - 1,893,727
Total 311,794 3,951,871 966,120 858,476 6,088,261 6,000 6,094,261
Expenses related to investment
property (34,991) (261,658) (68,360) (544,227) (909,237) - (909,237)
Depreciation-Amortisation of PPE
assets and intangible assets - - - - - (57,894) (57,894)
Other operating expenses /
Employee benefits - - - - - (692,539) (692,539)
Other income - - - - - 10,985 10,985
Finance expenses / income (129,539) (280,540) (28,710) 344,870 (93,919) (826,398) (920,318)
Profit before tax per segment 147,264 3,409,672 869,051 659,119 5,085,105 (1,559,847) 3,525,258
Increase (decrease) of the value
of investments in joint ventures - - - - - (35,630) (35,630)
Profit before tax per segment 147,264 3,409,672 869,051 659,119 5,085,105 (1,595,477) 3,489,628
Income tax - - - - - (260,881) (260,881)
Profit for the period 147,264 3,409,672 869,051 659,119 5,085,105 (1,856,359) 3,228,747
Assets
Investment property 43,858,617 150,686,086 24,471,061 20,150,000 239,165,764 - 239,165,764
Financial assets at amortised
cost - - - 37,631,516 37,631,516 - 37,631,516
Advances for purchase of
investment properties 638,810 2,586,620 70,000,00 - 3,295,429 - 3,295,429
Unallocated assets - - - - - 48,719,457 48,719,457
Total Assets 44,497,427 153,272,706 24,541,061 57,781,516 280,092,709 48,719,457 328,812,167
Liabilities
Loans and liabilities 6,664,975 27,691,409 7,387,942 39,328,450 81,072,775 97,905,236 178,978,011
Unallocated liabilities - - - - - 5,330,646 5,330,646
Total Liabilities 6,664,975 27,691,409 7,387,942 39,328,450 81,072,775 103,235,881 184,308,656

In commercial properties are included a) four plots for future use (non-leased) of fair value € 4,732 thousand and b) one commercial property for future use as an office building (non-leased) of fair value € 29,090 thousand.

In industrial properties are included four properties for future use (non-leased) of fair value € 9,243 thousand. In these properties is included the property in Oraiokastro in Thessaloniki, the largest part of which is for future development.

Segment results at 31.03.2022 and Segment Assets and Liabilities at 31.12.2022

Commercial
properties
Industrial
Buildings
Serviced
apartments
Social
buildings
(PPP)
Total of
allocated
income/
expenses
Unallocated
income/
expenses
Total
Lease income from investment
properties 208,346 2,173,241 233,307 - 2,614,894 6,000 2,620,894
Income from provision of services - - - 504,076 504,076 - 504,076
Income from common charges - 106,978 - - 106,978 - 106,978
Total income 208,346 2,280,219 233,307 504,076 3,225,948 6,000 3,231,948
Result from measurement at fair
value of investment properties (166,359) - 1,287,255 - 1,120,896 - 1,120,896
Total 41,987 2,280,219 1,520,562 504,076 4,346,844 6,000 4,352,844
Amounts in EURO (unless otherwise stated)
Expenses related to investment
property
(12,786) (160,908) (115,904) (436,038) (725,636) - (725,636)
Depreciation-Amortisation of PPE
assets and intangible assets
- - - - - (57,510) (57,510)
Other operating expenses /
Employee benefits
- - - - - (812,036) (812,036)
Other income - - - - - 45,873 45,873
Finance expenses / income (47,601) (475,862) (652) 180,360 (343,755) (699,188) (1,042,943)
Profit before tax per segment (18,400) 1,643,449 1,404,006 248,398 3,277,453 (1,516,861) 1,760,591
Income tax - - - - - (61,277) (61,277)
Profit for the period (18,400) 1,643,449 1,404,006 248,398 3,277,453 (1,578,138) 1,699,314
31.12.2022
Assets
Investment property 41,016,000 146,600,000 21,300,000 20,150,000 229,066,000 - 229,066,000
Financial assets at amortised
cost - - - 38,073,215 38,073,215 - 38,073,215
Advances for purchase of
investment properties - 2,798,887 70,000 - 2,868,887 - 2,868,887
Unallocated assets - - - - 54,850,504 54,850,504
Total Assets 41,016,000 149,398,887 21,370,000 58,223,215 270,008,102 54,850,504 324,858,605
Liabilities
Loans and liabilities 6,680,009 27,042,986 7,397,720 39,205,548 80,326,262 97,302,599 177,628,861
Unallocated liabilities - - - - - 5,884,583 5,884,583
Total Liabilities 6,680,009 27,042,986 7,397,720 39,205,548 80,326,262 103,187,182 183,513,444

The Group operates only in the Greek market where all its assets are located and its income is derived from leases, provision of services and common charges provided on an ongoing basis over time. In relation to the above analyses, we note that:

  • (a) There are no transactions between segments.
  • (b) Business segment assets consist of investment property, advances for the purchase of investment property, financial assets measured at amortised cost.
  • (c) Unallocated assets consist of property, plant and equipment, other intangible assets (computer software), cash and cash equivalents, blocked deposits and other long-term and short-term receivables.
  • (d) Business segment liabilities consist of short-term and long-term loan and lease liabilities. Unallocated liabilities at 31 March 2023 and 31 December 2022 consist primarily of other long-term and current liabilities.

6. Additional data and information on the Interim Financial Statements

6.1 Investment property

In the table below are set out the account movements:

31/03/2023
229,066,000
31/12/2022
146,776,000
31/03/2023
103,260,000
31/12/2022
74,220,000
6,135,899 38,716,644 4,613,854 18,692,336
1,947,719 1,710,788 195,770 1,225,552
- 20,423,245 - -
122,419 4,494,844 - -
1,893,727
239,165,764
16,944,480
229,066,000
2,016,146
110,085,770
9,122,112
103,260,000

Purchases of new investment properties

The Group made the following investments in the current period, which contributed to the diversification of the Group's property portfolio:

  1. On 11.01.2023 the subsidiary PRIMALAFT S.A. proceeded with the acquisition of a 1,849 sq.m. plot adjacent to Athens Heart, which is part of the property's conversion into an office complex, for the price € 1.5 million (not including acquisition cost € 22 thousand), located at 180, Pireos Street.

  2. On 15.03.2023, the Company proceeded with the acquisition of a leased property of 12,230 sq.m. within a plot of total area of 99,209 sq.m., located in the area of Moschochori, Fthiotida, on which the facilities of IOLI Natural Spring Water are located. The lessee of the property and contractor of the enterprise is the newly established company IOLI PIGI, subsidiary of STERNER STENHUS GREECE (main shareholder of the Company, which since November 2022 also holds the majority stake in BOUTARI WINERIES SA). The price amounted to €2,100 thousand (not including acquisition cost € 91 thousand) and the fair value to € 3,500 thousand.

  3. On 21.03.2023, the Company has completed the acquisition of an independent property in Xanthi of total area 5,250 sq.m, the upper floors of which will function as a student residence, while the ground floor of the property will be used as a commercial store. The price amounted to €2,100 thousand (not including acquisition cost € 322 thousand) and the fair value to € 3,130 thousand.

In accordance with the current REIC legislation, the values of investment properties are measured by independent valuers at 30 June and at 31 December of each year. The most recent valuation of the fair value of the Group's properties, dated 31.12.2022 was carried out by the independent valuers SAVILLS HELLAS P.C. and GEOAXIS.

As at 31.03.2023, no property valuations were carried out, except for the new properties acquired.

Additions for the period

These concern construction works on investment properties in the current period.

Rights-of-use on investment properties

  1. On 01.04.2021, the Group acquired through its subsidiary Messiniaka Real Estate S.A. two (2) investment properties through leasing, with the company named "PIRAEUS LEASING S.A.", as the counterparty, which are located:

(a) at the 7th km. National Road Kalamata-Tripoli with a total value of the lease of € 3.88 million. The duration of this contract is set at 264 months, as it started in August 2008 and ending in July 2030.

(b) at A' By-road of Municipal Stadium 2, Katerini with a total value of the lease of € 0.87 million. The duration of this contract is set at 204 months, as it started in December 2010 and ending in November 2027.

  1. On 01.04.2022, the Group acquired through the subsidiary Valor S.A. one (1) investment property through a long-term exploitation right for amount € 1.48 million, with the Church of Greece as the counterparty. The duration of this contract is set at 480 months, as it started in September 2014 and ends in August 2054.

The right-of-use on the investment property was initially recognised at cost of the property and subsequently at fair value.

The Group's loan liabilities, which are secured by investment property, are disclosed in Note 6.6.

6.2 Financial assets at amortised cost

The financial assets at amortised cost presented in the accompanying financial statements are broken down as follows: Financial assets from a concession agreement

Group
31/03/2023 31/12/2022
Opening balance 38,073,215 39,159,864
Increase of receivables 540,977 2,170,218
Cash receipts during the year (1,605,151) (6,198,941)
Interest income 622,475 2,901,374
Decrease of provision for credit losses - 40,700
Closing balance 37,631,516 38,073,215
31/03/2023 31/12/2022
Non-current assets 36,202,773 36,644,471
Current assets 1,428,743 1,428,743
Total 37,631,516 38,073,215

On 9.05.2014, the Subsidiary JPA ATTICA SCHOOLS S.A. concluded a contract for the study, construction and technical management of ten (10) school units in Attica, through a public-private partnership (PPP), with the company under the name "Ktiriakes Ypodomes S.A." ("KTYP") and, on behalf of a third party, with the company named "J&P-AVAX S.A." (the "Partnership Agreement"). The object of the Partnership Agreement is the undertaking by JPA of the implementation of the project "Study, Construction and Technical Management of 10 School Units in Attica through PPPs" for a contractual consideration consisting of Monthly Single Payments, which are calculated on the basis of certain parameters provided for in the Partnership Agreement. The duration of the PPP contract is 27 years from the date of its entry into force.

6.3 Investments in subsidiaries

The investments of the Company at 31.03.2023 and 31.12.2022 are as follows:

Company
31/03/2023 31/12/2022
Opening balance of the period 76,518,096 44,186,042
Purchases of shares in subsidiary 122,419 -
Acquisition/increase of subsidiaries' share capital - 32,368,181
Sale of subsidiary PASAL CYPRUS - (26,127)
Liquidation of subsidiary MFGVR - (10,000)
Closing Balance of the period 76,640,515 76,518,096

An analysis of the cost of the Company's investments in subsidiaries as presented in the Company's Condensed Interim Statement of Financial Position as at 31 March 2023 and the Statement of Financial Position as at 31 December 2022 and other information is set out below:

31.03.2023 31.12.2022
Registered
office
Un-audited
tax years
Participation
Cost
Participation
percentage
Participation
Cost
Participation
percentage
EMEL S.A. Greece 2018 962,500 90.13% 962,500 90.13%
ARVEN S.A. Greece 2018 1,110,000 100% 1,110,000 100%
JPA ATTICA SCHOOLS S.A. Greece 2018 7,356,237 100% 7,356,237 100%
THESMIA S.A.* Cyprus 2018 2,932,391 100% 2,932,391 100%
PREMIA RIKIA S.A.* Greece 2018 1,909,416 100% 1,909,416 100%
PREMIA DYO PEFKA* Greece 2018 7,505,522 100% 7,505,522 100%
INVESTMENT COMPANY
ASPROPYRGOS 1 S.A.*
Greece 2018 3,452,635 100% 3,452,635 100%
ADAM TEN S.A. * Greece 2018 6,754,015 100% 6,754,015 100%
MESSINIAKA REAL ESTATE S.A.* Greece 2018 2,228,599 100% 2,228,599 100%
PREMIA MAROUSI S.A. Greece 2021 8,983,000 100% 8,983,000 100%
ZONAS S.A.* Greece 2019 10,159,959 100% 10,159,959 100%
VALOR P.C.* Greece 2018 3,254,241 100% 3,131,822 100%
PRIMALAFT S.A. Greece 2022 20,032,000 100% 20,032,000 100%
Investments in subsidiaries 76,640,515 76,518,096

* It is noted that by the decisions as of 09.05.2023 of the Company's Board of Directors and the Boards of Directors of the above subsidiaries, it was decided to merge them by absorption by the Company in accordance with the provisions of articles 7-21, 30-38 and (to the extent that they apply to VALOR PROPERTIES P.C.) 43-45 of L. 4601/2019, as well as the provisions of L. 4548/2018 and articles 1-5 of L. 2166/1993, as in force, with transformation balance sheet date at 31.12.2022.

Subsidiaries are consolidated using the full consolidation method.

The years 2018-2022 of all the above companies except VALOR P.C. have been audited by the tax authorities by the statutory auditor elected under L. 4548/2018, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax compliance certificates did not include any qualifications. The years 2018-2022 of the subsidiaries have not been audited by the Greek tax authority and therefore the tax liabilities for these years have not become final. However, it is estimated by the company's Management that the results from a future audit by the tax authorities, if eventually carried out, will not have significant impact on the financial position of the Companies. Until the date of approval of the Condensed Interim Financial Statements, the tax audit of the above companies has not been completed by the statutory auditor for the

year 2022 and no significant tax liabilities except those recorded and reflected in the financial statements are expected to arise.

According to POL. 1006/05.01.2016, the enterprises for which a tax certificate is issued without qualifications for tax law violations are not exempt from the statutory tax audit by the competent tax authorities. Therefore, the tax authorities may return and perform their own tax audit. However, it is estimated by the Companies' Management that the results of such future audits by the tax authorities, if ultimately carried out, will not have a material impact on their financial position.

6.4 Investments in joint ventures

  1. On 01.08.2022, the Company and Dimand Group amended their cooperation regarding the property of the company IQ Karela S.M.S.A. in Paiania, following the termination of the preliminary lease agreement for a biotechnology park for development in this property. In particular:

(a) They terminated the as of 10.12.2021 preliminary agreement for the transfer of the shares of IQ Karela S.M.S.A. with return of the advance payment of € 8 million.

(b) They proceeded with the transfer from Arcela Investments Limited to Premia Properties of 40% of the shares of IQ Karela S.M.S.A. for amount € 3,007 thousand and at the same time agreed upon the transfer of the remaining 60% of its shares upon completion of the development of the property and its commencement of operation as a mixed-use complex. The purchase price of 60% of the shares will be determined upon completion of the property on the basis of the terms set out in the agreement.

The result for the Group and the Company was formed as follows:

Group
31/03/2023 31/12/2022
Opening Balance of the period 2,593,672 -
Acquisition cost of the
investment 125,000 3,006,659
Share capital increase - 40,000
Share in the year's results (35,630) (452,987)
Closing Balance of the period 2,683,042 2,593,672
Company
31/03/2023
31/12/2022
Opening Balance of the period 3,046,659 -
Acquisition cost of the
investment 125,000 3,006,659
Share capital increase - 40,000

Closing Balance of the period 3,171,659 3,046,659

The Company's Board of Directors has decided for a total share capital increase up to €2.2 million, which will be covered by the percentage of investment in the joint venture. Up to 31.12.2022 amount of €0.1 million has been paid and the balance is still to be covered.

Below are presented some key financial data of the affiliated company as at 31.03.2023:

Investment property Total Assets Equity Liabilities Income Loss net of tax
8,880,000 9,383,194 6,395,104 2,988,090 - (89,075)
  1. On 02.02.2023 the Company acquired 25% of the share capital of the newly established company P & E INVESTMENTS S.A. by paying the amount € 125 thousand while DIMAND Group participates with 75%. P&E INVESTMENTS S.A. will acquire 65% of the share capital of the company Skyline Real Estate Single Member S.A. ("Skyline") from Alpha Group Investments Ltd of ALPHA BANK Group. Skyline will own a portfolio of 573 properties of several uses (such as offices, commercial, residential, industrial/logistics). A significant number of properties are delivered under lease, with ALPHA BANK being the major tenant, while the other are intended, partly for reconstruction and repositioning on the market for exploitation, and partly for sale. The total value of the real estate portfolio amounts to € 438 million and their transfer to Skyline will take place gradually in phases. The objective is to complete the transaction by the end of the 2nd quarter of 2023. During this period, there was no impact on the financial statements as the transaction had not been completed.

6.5 Other short-term receivables

The other receivables of the Group and the Company are analysed as follows:

Group Company
31/03/2023 31/12/2022 31/03/2023 31/12/2022
Sundry debtors 46,699 10,009 1,045,392 1,431,213
Greek State 1,339,026 1,208,701 15,670 72,620
Advances 25,827 53,458 16,617 7,669
Deferred expenses 311,966 184,876 185,241 133,759
Accrued income 4,436 82,971 30,000 -
Less: Provisions for doubtful receivables (84) (84) (84) (84)
Total 1,727,869 1,539,930 1,292,835 1,645,177

The Group's receivable from the Greek State concerns mainly a claim from VAT. The above other receivables are of immediate maturity and represent their fair value as at 31.03.2023 and 31.12.2022 respectively.

6.6 Borrowings

The Group's loans are floating rate loans with the exception of the €100 million common bond loan, which has a fixed interest rate. Consequently, the Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and cash flows. Borrowing costs may increase or decrease as a result of such fluctuations.

The loans are analysed as below based on the repayment period. The amounts, that are repayable within one year from the date of the financial statements, are classified as short-term while the amounts, that are repayable at a subsequent stage, are classified as long-term.

Group
31/03/2023 31/12/2022
Current Non-current Current Non-current
liabilities liabilities liabilities liabilities
Bond loans 7,622,557 164,453,965 4,890,383 165,794,580
Total loans 7,622,557 164,453,965 4,890,383 165,794,580
Company
31/03/2023 31/12/2022
Current Non-current Current Non-current
liabilities liabilities liabilities liabilities
Bond loans 2,474,635 118,611,451 1,237,992 105,525,153
Total loans 2,474,635 118,611,451 1,237,992 105,525,153

The change in Loan Liabilities of the Group and the Company is as follows:

Group Company
31/03/2023 31/12/2022 31/03/2023 31/12/2022
Loan Liabilities at beginning of the period 170,684,963 98,401,303 106,763,144 41,579,753
Cash inflows (Loans) 15,280,182 116,610,000 15,280,182 106,000,000
Cash outflows (Loans) (13,093,001) (43,160,011) (10,625) (39,560,855)
Loan expenses (351,644) (3,066,210) (351,644) (3,017,570)
Other non-cash changes (443,977) 1,899,881 (594,971) 1,761,816
Loan Liabilities at end of the period 172,076,522 170,684,963 121,086,086 106,763,144

The maturity of long-term and short-term loans is as follows:

Group Company
31.03.2023 31.12.2022 31.03.2023 31.12.2022
Within 1 year 7,552,887 4,890,383 2,474,635 1,237,992
Between 2 and 5 years 138,183,031 132,444,183 113,790,041 101,029,652
Over 5 years 26,340,604 33,350,397 4,821,410 4,495,500
Total 172,076,522 170,684,963 121,086,086 106,763,144

The Group's and the Company's short-term borrowings include at 31.03.2023 amount € 1.01 million and amount € 0.67 million respectively, which relate to accrued interest on bond loans, compared to amount € 1.65 million and € 1.54 million for the Group and the Company respectively at 31.12.2022.

By the decision as of 13.01.2022 of the Board of Directors of the Hellenic Capital Market Commission, the Prospectus was approved regarding the issuance of a common bond loan by the Company, for a total principal amount of up to € 100 million, with a maturity of five (5) years, divided into up to 100,000 intangible, common, bearer bonds with a nominal value € 1,000 each, which was fully covered, resulting in the raising of capital of € 100 million. The issuance costs amounted to € 3.5 million (including VAT). The final yield of the Bonds was set at 2.80% and the interest rate of the Bonds was set at 2.80% annually.

With the use of part of the amount of the above bond loan, was repaid on 02.02.2022 the common bond loan of principal amount € 41 million issued by the Company, amounting € 39.4 million including interest and amortized loan issuance costs of € 0.3 million, which were recorded in the year's expenses.

The subsidiary PREMIA MAROUSI at 27.06.2022 issued a joint bond loan of principal amount € 10.6 million, which was covered by Alpha Bank, as bondholder, for the purchase of a property.

On 18.11.2022, the Company issued a common bond loan of principal amount € 6 million, which was covered by Optima Bank as bondholder, for the Company's financing needs.

On 23.11.2022, the Company signed with Eurobank a bond loan of up to € 50 million, with a maturity of 5 years, for the purpose of: a) refinancing the existing borrowings of the subsidiaries PREMIA RIKIA, PREMIA DYO PEFKA and INVESTMENT COMPANY ASPROPYRGOS 1 and b) financing the purchase of new properties and/or covering general business purposes. No disbursements were made in 2022. At 17.03.2023 amount € 13.8 million was disbursed in the frame of the aforementioned refinancing.

On 20.03.2023, the Company received a short-term loan of 1.5 million from Alpha Bank in order to finance the purchase of new properties and/or to cover general business purposes.

Against the Group's and the Company's loan liabilities have been registered mortgages and pre-notices on the investment property amounting € 105.3 million. It is clarified that the Company and the Group, after the repayment of loan obligations, are in the process of removing pre-notices of € 74 million as it has repaid the relevant loan liabilities.

The Group is not exposed to foreign currency risk in relation to its loans as the loans are in Euro.

6.7 Lease liabilities

The lease liabilities of the Group and the Company are analysed as follows:

Balance at 1.1.2023 Investment
property leases
5,942,746
Group
Building
Leases
1,001,152
Total
6,943,898
Company
Building
Leases
1,001,152
Interest for the period 65,917 14,900 80,817 14,900
Payments for the period (84,827) (38,400) (123,227) (38,400)
Balance at 31.03.2023 5,923,837 977,652 6,901,489 977,652
The balance is broken down to:
Non-current Lease liability
Current Lease liability
Total
5,640,321
283,515
5,923,837
875,465
102,187
977,652
6,515,786
385,702
6,901,489
875,465
102,187
977,652

Amounts in EURO (unless otherwise stated)

Balance at 1.1.2022 4,643,157 1,101,712 5,744,868 1,069,593
Additions - 22,119 22,119 22,119
Disposals - (32,118) (32,118) -
Leases on new subsidiaries 1,455,489 - 1,455,489 -
Interest charge for the year 172,288 63,039 235,327 63,039
Payments for the year (328,188) (153,600) (481,788) (153,600)
Balance at 31.12.2022 5,942,746 1,001,152 6,943,898 1,001,152
The balance is broken down to:
Non-current Lease liability 5,695,360 901,968 6,597,327 901,968
Current Lease liability 247,387 99,185 346,571 99,184
Total 5,942,746 1,001,152 6,943,898 1,001,152

Investment Property leases refer to:

a) the subsidiary MESSINIAKA REAL ESTATE S.A. which has signed, as a lessee, with the company under the name "PIRAEUS LEASING (LEASING) FINANCIAL LEASES S.A.", as lessor, the following leasing agreements:

  • the No. 49.365/08.08.2008 Act of Real Estate Lease Agreement, as amended by No. 17.684/19.07.2021 acts of amendment, regarding the property located on the 7th Km. National Road Kalamata-Tripoli, Kalamata.
  • the No. 9.816/29.12.2010 horizontally owned lease agreement, as amended by No. 17.683/19.07.2021 act, regarding the property located at the A' By-road of Municipal Stadium 2, Katerini.

b) the subsidiary VALOR P.C. which has signed a long-term lease agreement with the Church of Greece for a property located in Thessaloniki, which after being renovated operates as a student residence.

6.8 Other non-current liabilities

The other non-current liabilities of the Group and the Company are analysed as follows:

Group Company
31.03.2023 31.12.2022 31.03.2023 31.12.2022
Rental guarantees 2,866,217 2,691,834 1,645,687 1,479,803
Non-current liabilities to Piraeus Leasing S.A. 31,393 79,898 - -
Other non-current liabilities 342,251 350,273 - -
Total 3,239,862 3,122,005 1,645,687 1,479,803

The increase in the rent guarantees received is due to the guarantees of new tenants and the additions of the new subsidiaries and properties. Other non-current liabilities to Piraeus Leasing S.A. refer to the liability of the subsidiary MESSINIAKA REAL ESTATE S.A. (see Note 6.17).

Other non-current liabilities concern tax liabilities of the subsidiary THESMIA S.A., which have been settled in accordance with the decision No. 615/2019 of the Athens Multi-Member Court of First Instance, which ratified the Company's Resolution Agreement under Article 106 b of the Bankruptcy Code. The tax debts will be paid in 180 equal monthly instalments, with an interest rate of 1.5%.

6.9 Other short-term liabilities

The Other short-term liabilities of the Group and the Company are analysed as follows:

Group Company
31.03.2023 31.12.2022 31.03.2023 31.12.2022
Other Taxes-duties 359,841 428,025 124,525 139,934
Social security organisations 25,038 44,126 25,038 44,126
Accrued expenses 145,641 246,443 55,907 68,738
Sundry creditors 175,850 168,789 9,951 71
Total 706,369 887,383 215,421 252,870

At the end of the current year, there are no outstanding tax liabilities due to the Group and the Company. Their fair values are approximately the same as their carrying amounts.

6.10 Expenses related to investment property

The Expenses related to investment property of the Group and the Company are as follows:

Group Company
01.01.2023 –
01.01.2022 –
01.01.2023 – 01.01.2022 –
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Third party fees and expenses 687,872 563,381 126,446 46,485
Insurance premiums 76,090 31,136 21,504 22,654
Expenses from Common charges 117,808 104,199 117,808 104,199
Sundry expenses 27,467 26,920 27,467 26,920
Total 909,237 725,636 293,224 200,259

Amounts € 436 thousand for the Group, which were shown in the comparative period under other operating expenses, were reclassified in the Investment property related expenses to become comparable with the current period 31.03.2023 (note 6.16). From the said reclassifications for the Group, the amount concerns operating expenses of JPA ATTICA SCHOOLS S.A.

6.11 Other operating expenses

In Other operating expenses of the Group and the Company are included:

Group Company
01.01.2023 - 01.01.2022- 01.01.2023 - 01.01.2022-
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Third party fees and expenses 81,344 198,069 70,898 135,365
Third-party services 53,271 38,650 26,945 22,246
Taxes-duties 77,834 93,369 66,604 85,842
Promotion and advertising expenses 57,331 65,776 57,331 65,776
Sundry expenses 119,495 108,444 61,286 47,903
Total 389,274 504,308 283,065 357,133

Amounts € 602 thousand for the Group, which were shown in the comparative period 31.03.2022 under other expenses, were reclassified to Investment property related expenses to become comparable with the current period 31.03.2023 (note 6.16).

6.12 Finance expenses

In the finance expenses of the Group and the Company are included:

Group Company
01.01.2023 - 01.01.2022- 01.01.2023 - 01.01.2022-
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Interest on Bank loans 1,568,949 1,410,445 889,488 991,125
Interest on Leases 74,224 51,019 14,900 16,265
Other bank charges & financing charges 89,336 164,540 64,104 179,756
Total 1,732,509 1,626,003 968,492 1,187,146

6.13 Earnings per share

Earnings per share are calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the year, except the Company's treasury shares, which during the current period amount to 1,082,000 shares.

Group
31.03.2023 31.03.2022
Earnings per share attributable to owners of
the parent 3,228,752 1,698,940
Weighted average number of shares 86,055,646 87,078,185
Basic earnings per share in euro 0.0375 0.0195

It is also noted that there is an outstanding liability for the issuance of new shares (employee stock incentive plan) and, therefore, the conditions for the calculation and presentation of the diluted earnings per share ratio are met.

Group
31.03.2023 31.03.2022
Earnings per share attributable to owners of
the parent
3,228,752 1,698,940
Weighted average number of shares
Basic earnings per share in euro
87,033,689
0.0371
87,215,241
0.0195

6.14 Transactions with related parties

Intra-group transactions and intra-group balances of the Company with its subsidiaries and related companies are as follows:

31.03.2023 01.01.2023-31.03.2023
Subsidiaries Receivables Payables Income Expenses
JPA ATTICA SCHOOLS S.A. - - 30,000 -
EMEL S.A. 3,084 - - -
ARVEN S.A. 1,843 - - -
INVESTMENT COMPANY
ASPROPYRGOS SINGLE-MEMBER 1 SA 3,635,180 - 7,055 -
PRIMALAFT S.A. 4,067,233 - 18,001 -
PREMIA RIKIA S.A. 2,088,428 - 4,053 -
PREMIA DYO PEFKA S.A. 7,413,743 - 18,561 -
Total 17,209,510 - 77,669 -
31.12.2022 01.01.2022-31.03.2022
Subsidiaries Receivables Payables Income Expenses
JPA ATTICA SCHOOLS S.A. - - 25,034 -
PIRAEUS REGENERATION ZONAS S.A. 30,000 - - -
ADAM TEN S.A. 47,348 - - -
PREMIA DYO PEFKA SA 350,000 - - -
THESMIA S.A. 132 - - -
PRIMALAFT S.A. 994,232 - - -
Total 1,421,712 - 25,034 -
Group Company
31.03.2023 01.01.2023-31.03.2023 31.03.2023 01.01.2023-31.03.2023
Related Receivables Payables Income Expenses Receivables Payables Income Expenses
VIA FUTURA S.A.
SSG HELLENIC WINERIES
- - 6,000 133,094 - - 6,000 87,852
SINGLE-MEMBER S.A. - - 187,820 1,339 - - 187,820 1,339
TOTAL - - 193,820 134,433 - - 193,820 89,191
Group Company
31.12.2022 01.01.2022-31.03.2022
31.12.2022
01.01.2022-31.03.2022
Related Receivables Payables Income Expenses Receivables Payables Income Expenses
VIA FUTURA S.A.
SSG HELLENIC WINERIES
- - 6,000 152,450 - - 6,000 73,000
SINGLE-MEMBER S.A. - 538 - - - 538
TOTAL - 538 6,000 152,450 538 6,000 73,000

Note:

1. With the related company VIA FUTURA S.A., have been made purchases of PPE assets-construction works of real estate of amount € 1,360,902.

Group Company
Benefits to Management 01.01-31.03.2023 01.01-31.03.2022 01.01-31.03.2023 01.01-31.03.2022
Fees to executives 142,268 125,131 142,268 125,131
Fees to B. of D. 21,600 20,100 21,600 20,100
163,868 145,231 163,868 145,231

All transactions of the Group and the Company with related parties are carried out in the scope of the Group's activities.

Transactions with the related company VIA FUTURA S.A. relate to lease income from sub-lease of office space and the expenses concern construction works, property studies and the receipt of services for property maintenance.

The receivables from the subsidiaries INVESTMENT COMPANY ASPROPYRGOS SINGLE-MEMBER 1 S.A., PRIMALAFT S.A., PREMIA RIKIA S.A., PREMIA DYO PEFKA S.A. relate mainly to receivables from the issuance of bond loans, for refinancing their borrowings.

There are no loans to/from related parties other than the one listed above.

It is noted that the above transactions with related parties are in accordance with the ordinary trading practice and the adopted pricing policy applicable to non-related parties. There are no doubtful receivables from related parties.

6.15 Commitments and Contingent liabilities and assets

The Group has contingent liabilities and assets in respect of banks, other guarantees and other matters arising in the ordinary course of business, from which it is not anticipated that any material charges will arise. The given guarantees are analysed as follows:

Group Company
31.03.2023 31.12.2022 31.03.2023 31.12.2022
Liabilities - assets
Collaterals & real mortgage pre-notices on Land
and Buildings 105,302,543 64,502,543 2,040,000 2,040,000
Total 105,302,543 64,502,543 2,040,000 2,040,000

On the shares of the subsidiaries JPA ATTICA SCHOOLS S.A., ARVEN S.A., PREMIA RIKIA S.A., PREMIA DYO PEFKA S.A., ADAM TEN S.A., INVESTMENT COMPANY ASPROPYRGOS S.A. and PREMIA MAROUSI S.A. there is registered a pledge in favour of its creditor banks.

It is clarified that the Group is in the process of removing pre-notices and mortgages amounting € 74,200 thousand as it has repaid the relevant loan obligations.

There are no pending court cases against the Group companies at 31.03.2023, that would affect its financial position.

6.16 Restatement of Financial Statements for the period 31/03/2023

Group
ΙΙ. STATEMENT OF COMPREHENSIVE INCOME Published Reclassification Reclassified
Other operating expenses (1,106,705) 602,397 (504,308)
Expenses related to investment property (289,598) (436,038) (725,636)
Net income from revaluation of investment property at fair
value 1,287,255 (166,359) 1,120,896

Amounts € 602 thousand for the Group, which were shown in the comparative period under other operating expenses, were reclassified to the Investment property related expenses and the Net income from revaluation of investment property at fair value in order to become comparable with the current period 31.03.2023. From the said reclassifications for the Group, it is pointed out that the amount € 436 thousand concerns operating expenses of JPA ATTICA SCHOOLS S.A.

6.17 Events subsequent to the Financial Statements

By the decisions as of 09.05.2023 of the Boards of directors of the Company and the subsidiaries "PREMIA ASPROPYRGOS DYO PEFKA SINGLE-MEMBER SOCIÉTÉ ANONYME", "PREMIA ASPROPYRGOS RIKIA SINGLE-MEMBER SOCIÉTÉ ANONYME", "MESSINIAKA REAL ESTATE S.A.", "INVESTMENT COMPANY ASPROPYRGOS 1 SINGLE-MEMBER SOCIÉTÉ ANONYME", "ADAM - TEN SINGLE-MEMBER SOCIÉTÉ ANONYME", "PIRAEUS REGENERATION ZONAS SINGLE-MEMBER SOCIÉTÉ ANONYME", "THESMIA SOCIÉTÉ ANONYME" and "VALOR PROPERTIES SINGLE-MEMBER P.C.", it was decided to merge the companies by absorption by the Company in accordance with the provisions of the articles 7-21, 30-38 and (to the extent that they are applicable to SINGLE-MEMBER P.C.) 43-45 of L. 4601/2019, as well as the provisions of L. 4548/2018 and the articles 1-5 of L. 2166/1993, as in force. The Boards of Directors of the Company and the Absorbed Companies set 31.12.2022 as the date of the transformation balance sheet for the purposes of the merger and proceeded to the joint preparation of a draft merger agreement dated 09.05.2023, which was registered on the website of the G.E.MI. on 11.05.2023, in accordance with the requirements of the applicable legislation.

There are no other events subsequent to the Interim Financial Statements as at 31 March 2023, which concern either the Company or the Group and for which reporting is required by the International Financial Reporting Standards (IFRS).

These Interim Financial Statements have been approved by the Board of Directors on 25 May 2023 and have been signed by the following:

THE CHAIRMAN OF THE B. OF D. THE MANAGING DIRECTOR THE ACCOUNTING DEPT. MANAGER

ILIAS GEORGIADIS KONSTANTINOS MARKAZOS MARIA ANASTASIOU ID. No. AΟ 507905 ID. No. ΑΗ 093898 ID. No. ΑΚ 546999

E.C.G. License No. 16009/A' Class

WEBSITE ADDRESS WHERE ARE POSTED THE FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY

The accompanying Condensed Interim Separate and Consolidated Financial Information was approved by the Board of Directors of PREMIA S.A. on 25 May 2023 and has been posted on the internet address of the Company www.premia.gr.

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