Quarterly Report • Nov 30, 2021
Quarterly Report
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Interim Condensed Consolidated and Separate Financial Information for the period from January 1 to September 30, 2021
This financial report has been translated from the original report that has been prepared in the Greek language. Reasonable care has been taken to ensure that this report represents an accurate translation of the original text. In the event that differences exist between this translation and the original Greek language financial report, the Greek language financial report will prevail over this document.
November 2021
| Interim Condensed Statement of Financial Position3 | |
|---|---|
| Interim Condensed Income Statement – 9 month period 4 | |
| Interim Condensed Statement of Total Comprehensive Income – 9 month period5 | |
| Interim Condensed Income Statement – 3 month period 6 | |
| Interim Condensed Statement of Total Comprehensive Income – 3 month period7 | |
| Interim Condensed Statement of Changes in Equity - Group8 | |
| Interim Condensed Statement of Changes in Equity - Company9 | |
| Interim Condensed Cash Flow Statement - Group10 | |
| Interim Condensed Cash Flow Statement - Company 11 | |
| NOTE 1: General Information12 | |
| NOTE 2: Summary of Significant Accounting Policies 13 | |
| 2.1. Basis of preparation of unaudited interim condensed Company and Consolidated financial statements |
|
| …………………………………………………………….…………………………………………………………………………………………….13 | |
| 2.2. Qualitative and quantitative information on the impacts of COVID-19 – Going concern 13 |
|
| 2.3. Information regarding energy crisis impact………………………………………………………………………………………16 |
|
| 2.4. Adoption of IFRSs…………………………………………………………………………………………………………………….………16 |
|
| NOTE 3: Financial Risks Management18 | |
| 3.1. Financial Risk Management 18 |
|
| 3.2. Fair Value Estimation of Financial Assets and Liabilities18 |
|
| NOTE 4: Critical Accounting Estimates and Judgments19 | |
| NOTE 5: Segment Reporting19 | |
| NOTE 6: Investment Property 25 | |
| NOTE 7: Property and Equipment36 | |
| NOTE 8: Acquisition of Subsidiaries (business combinations and asset acquisitions) 38 | |
| NOTE 9: Investments in Subsidiaries40 |
|
| NOTE 10: Investments in Joint Ventures43 | |
| NOTE 11: Trade and Other Assets44 | |
| NOTE 12: Cash and Cash Equivalents45 | |
| NOTE 13: Restricted cash45 | |
| NOTE 14: Assets and liabilities held for sale and discontinued operations………………………………………………………….46 | |
| NOTE 15: Share Capital 48 | |
| NOTE 16: Reserves48 | |
| NOTE 17: Other Equity 48 | |
| NOTE 18: Non-controlling interests48 | |
| NOTE 19: Borrowings53 | |
| NOTE 20: Trade and Other payables53 | |
| NOTE 21: Deferred Tax Liabilities54 | |
| NOTE 22: Dividends per share 54 | |
| NOTE 23: Revenue 55 | |
| NOTE 24: Finance costs55 | |
| NOTE 25: Taxes 55 | |
| NOTE 26: Earnings per share56 | |
| NOTE 27: Contingent Liabilities and Commitments56 | |
| NOTE 28: Related Party Transactions 58 | |
| NOTE 29: Events after the Date of the Interim Financial Statements61 | |
| Note | Group 30.09.2021 31.12.2020 |
Company 30.09.2021 31.12.2020 |
|||
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | |||||
| Investment property | 6 | 2,148,484 | 1,918,015 | 1,370,418 | 1,332,779 |
| Investments in subsidiaries | 9 | - | - | 424,439 | 378,716 |
| Investments in joint ventures | 10 | 122,440 | 15,995 | 106,260 | 11,924 |
| Property and equipment | 7 | 10,683 | 10,929 | 10,491 | 10,740 |
| Intangible assets | 26 | 51 | 26 | 51 | |
| Other long-term assets | 32 | 32,953 | 20,519 | 42,747 | 47,997 |
| Total non-current assets | 2,314,586 | 1,965,509 | 1,954,381 | 1,782,207 | |
| Current assets | |||||
| Trade and other assets | 11 | 100,204 | 76,182 | 106,437 | 68,614 |
| Inventories | 33,794 | - | 4,517 | - | |
| Cash and cash equivalents | 12 | 370,788 | 104,842 | 328,064 | 73,243 |
| Restricted cash | 13 | 4,282 | 81,069 | 4,282 | 81,069 |
| 509,068 | 262,093 | 443,300 | 222,926 | ||
| Assets held for sale | 14 | 52,325 | 221,800 | 2,610 | 63,906 |
| Total current assets | 561,393 | 483,893 | 445,910 | 286,832 | |
| Total assets | 2,875,979 | 2,449,402 | 2,400,291 | 2,069,039 | |
| SHAREHOLDERS' EQUITY | |||||
| Share capital | 15 | 692,390 | 766,484 | 692,390 | 766,484 |
| Share premium | 15 | 15,890 | 15,890 | 15,970 | 15,970 |
| Reserves | 16 | 360,538 | 355,484 | 358,927 | 354,263 |
| Other equity | 17 | - | (7,403) | - | - |
| Retained Earnings | 303,392 | 235,232 | 204,397 | 161,683 | |
| Equity attributable to equity holders of the parent | 1,372,210 | 1,365,687 | 1,271,684 | 1,298,400 | |
| Non-controlling interests | 18 | 128,694 | 37,612 | - | - |
| Total equity | 1,500,904 | 1,403,299 | 1,271,684 | 1,298,400 | |
| LIABILITIES Long-term liabilities |
|||||
| Borrowings | 19 | 1,110,667 | 299,017 | 967,932 | 249,780 |
| Retirement benefit obligations | 350 | 323 | 350 | 323 | |
| Deferred tax liability | 21 | 13,412 | 13,349 | - | - |
| Other long-term liabilities | 5,797 | 6,134 | 3,996 | 3,911 | |
| Total long-term liabilities | 1,130,226 | 318,823 | 972,278 | 254,014 | |
| Short-term liabilities | |||||
| Trade and other payables | 20 | 137,887 | 29,505 | 100,237 | 19,901 |
| Borrowings | 19 | 106,185 | 602,838 | 55,546 | 495,729 |
| Current tax liabilities | 777 | 1,072 | 546 | 995 | |
| 244,849 | 633,415 | 156,329 | 516,625 | ||
| Liabilities directly associated with assets held for sale | 14 | - | 93,865 | - | - |
| Total short-term liabilities | 244,849 | 727,280 | 156,329 | 516,625 | |
| Total liabilities | 1,375,075 | 1,046,103 | 1,128,607 | 770,639 | |
| Total equity and liabilities | 2,875,979 | 2,449,402 | 2,400,291 | 2,069,039 | |
| Athens, November 30, 2021 | |||||
| The Vice-Chairman B' of the BoD | |||||
| and CEO | The CFO / COO | The Deputy CFO | |||
| Aristotelis Karytinos | Thiresia Messari | Anna Chalkiadaki |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| From 01.01. to | From 01.01. to | |||||
| Note | 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | ||
| Continuing operations | ||||||
| Revenue | 23 | 94,498 | 102,069 | 70,665 | 77,530 | |
| Net gain / (loss) from the fair value adjustment of | 94,498 | 102,069 | 70,665 | 77,530 | ||
| investment property | 6 | 57,384 | (8,564) | 48,099 | 170 | |
| Result from disposal of Investment property | 146 | 133 | 128 | 133 | ||
| Direct property related expenses | 25 | (11,022) | (5,639) | (6,461) | (2,910) | |
| Property taxes-levies | 24 | (7,469) | (7,401) | (5,078) | (5,695) | |
| Personnel expenses | 26 | (5,899) | (10,049) | (5,764) | (9,949) | |
| Depreciation of property and equipment and amortisation | ||||||
| of intangible assets | 7 | (417) | (325) | (396) | (306) | |
| Net change in fair value of financial instruments at fair | ||||||
| value through profit or loss | - | 4 | - | - | ||
| Net impairment loss on financial assets | (692) | (2,035) | (338) | (437) | ||
| Net impairment loss on non - financial assets | - | - | (671) | - | ||
| Gain from disposal of subsidiaries | 9 | - | - | 19,168 | - | |
| Gain from acquiring control in subsidiary | 321 | - | 6,932 | - | ||
| Other income | 1,570 | 617 | 3,288 | 8,916 | ||
| Other expenses | 27 | (7,700) | (4,814) | (3,864) | (3,571) | |
| Corporate Responsibility | (311) | (414) | (311) | (414) | ||
| Operating Profit | 124,409 | 63,582 | 125,387 | 63,467 | ||
| Share of profit of joint ventures | 10 | 18,720 | 2,738 | - | - | |
| Negative goodwill from acquisition of subsidiaries | 8 | 8,846 | - | - | - | |
| Interest income | 511 | 97 | 1,744 | 1,672 | ||
| Finance costs | 28 | (28,754) | (23,460) | (24,102) | (19,501) | |
| Profit before tax | 123,732 | 42,957 | 103,029 | 45,638 | ||
| Taxes Profit for period from continuing operations |
29 | (1,969) 121,763 |
(1,712) 41,245 |
(1,486) 101,543 |
(1,525) 44,113 |
|
| Discontinued operations | ||||||
| Gain/ (Loss) from discontinued operations | 14 | 6,466 | (14,225) | - | - | |
| Profit for the period | 128,229 | 27,020 | 101,543 | 44,113 | ||
| Attributable to: | ||||||
| Non-controlling interests | 1,911 | (4,368) | - | - | ||
| Company's equity shareholders | 126,318 | 31,388 | 101,543 | 44,113 | ||
| 128,229 | 27,020 | 101,543 | 44,113 | |||
| Earnings per share (expressed in | 30 | 0.47 | 0.16 | |||
| € per share) - Basic and diluted from continuing operations | ||||||
| Earnings /(loss) per share (expressed in € per share) - Basic and diluted from discontinuing operations |
30 | 0.02 | (0.04) | |||
| Earnings per share (expressed in € per share) - Basic and diluted from continuing and discontinued operations |
30 | 0.49 | 0.12 | |||
| Athens, November 30, 2021 | ||||||
| The Vice-Chairman Β' of the BoD and CEO |
The CFO / COO | The Deputy CFO | ||||
| Aristotelis Karytinos | Thiresia Messari | Anna Chalkiadaki |
| 30.06.2021 | Group From 01.01. to 30.06.2020 |
Company From 01.01. to 30.06.2020 |
||
|---|---|---|---|---|
| Profit for the period | 128,229 | 27,020 | 101,543 | 44,113 |
| Other comprehensive income / (loss): Items that may not be reclassified subsequently to profit or loss: |
||||
| Revaluation reserve | - | (1,318) | - | 144 |
| Total of items that may not be reclassified subsequently to profit or loss |
- | (1,318) | - | 144 |
| Items that may be reclassified subsequently | ||||
| to profit or loss: | ||||
| Currency translation differences Total of items that may be reclassified subsequently |
54 | 88 | - | - |
| to profit or loss | 54 | 88 | - | - |
| Other comprehensive income/(loss) for the period | 54 | (1,230) | - | 144 |
| Total comprehensive income for the period | 128,283 | 25,790 | 101,543 | 44,257 |
| Attributable to: | ||||
| Non-controlling interests | 1,911 | (4,953) | - | - |
| Company's equity shareholders | 126,372 | 30,743 | 101,543 | 44,257 |
| 128,283 | 25,790 | 101,543 | 44,257 | |
| Total comprehensive income / (loss) for the period attributable to Company's equity shareholders arises from: |
||||
| Continuing operations | 119,407 | 41,527 | 101,543 | 44,257 |
| Discontinued operations | 6,965 | (10,784) | - | - |
| 126,372 | 30,743 | 101,543 | 44,257 | |
| Athens, November 30, 2021 | ||||
| The Vice-Chairman B' of the BoD and CEO |
The CFO / COO | The Deputy CFO | ||
| Aristotelis Karytinos | Thiresia Messari | Anna Chalkiadaki |
| Group From 01.07. to |
Company | |||
|---|---|---|---|---|
| 30.09.2021 | 30.09.2020 | From 01.07. to 30.09.2021 |
30.09.2020 | |
| Continuing operations | ||||
| Revenue | 33,600 | 33,912 | 23,863 | 25,748 |
| 33,600 | 33,912 | 23,863 | 25,748 | |
| Net gain / (loss) from the fair value adjustment of | 117 | (3,082) | (696) | (1,139) |
| investment property | ||||
| Result from disposal of Investment property | 130 | 133 | 130 | 133 |
| Direct property related expenses | (3,644) | (1,720) | (1,688) | (840) |
| Property taxes-levies | (2,676) | (2,456) | (1,749) | (1,820) |
| Personnel expenses | (1,406) | (1,502) | (1,340) | (1,469) |
| Depreciation of property and equipment and | (141) | (127) | (132) | (121) |
| amortisation of intangible assets | ||||
| Net change in fair value of financial instruments at | - | 2 | - | - |
| fair value through profit or loss | ||||
| Net impairment loss on financial assets | 92 | (1,205) | (214) | (333) |
| Gain from acquiring control in subsidiary Other income |
321 457 |
- 168 |
6,932 788 |
- 3,815 |
| Other expenses | (2,079) | (851) | (1,399) | (769) |
| Corporate Responsibility | (147) | (60) | (147) | (60) |
| Operating Profit | 24,624 | 23,212 | 24,348 | 23,145 |
| Share of profit of joint ventures | 2,000 | (929) | - | - |
| Interest income | 502 | 44 | 689 | 581 |
| Finance costs | (13,329) | (8,535) | (11,561) | (7,253) |
| Profit before tax | 13,797 | 13,792 | 13,476 | 16,473 |
| Taxes | (825) | (663) | (534) | (519) |
| Profit for period from continuing operations | 12,972 | 13,129 | 12,942 | 15,954 |
| Discontinued operations | ||||
| Loss from discontinued operations | 6,787 | (2,600) | - | - |
| Profit for the period | 19,759 | 10,529 | 12,942 | 15,954 |
| Attributable to: | ||||
| Non-controlling interests | 1,197 | 11,462 | - | - |
| Company's equity shareholders | 18,562 | (933) | 12,942 | 15,954 |
| 19,759 | 10,529 | 12,942 | 15,954 | |
| Earnings per share (expressed in | ||||
| € per share) - Basic and diluted from continuing | 0.05 | 0.05 | ||
| operations | ||||
| Earnings /(loss) per share (expressed in | ||||
| € per share) - Basic and diluted from discontinuing | 0.02 | (0.01) | ||
| operations | ||||
| Earnings per share (expressed in | ||||
| € per share) - Basic and diluted from continuing and | 0.07 | 0.04 | ||
| discontinued operations | ||||
| Athens, November 30, 2021 | ||||
| The Vice-Chairman Β' of the BoD and | ||||
| CEO | The CFO / COO | The Deputy CFO | ||
| Aristotelis Karytinos | Thiresia Messari | Anna Chalkiadaki |
| Group From 01.07. to 30.09.2021 30.09.2020 |
30.09.2021 | Company From 01.07. to 30.09.2020 |
|||
|---|---|---|---|---|---|
| Profit for the period | 19,759 | 10,529 | 12,942 | 15,954 | |
| Other comprehensive income / (loss): Items that may not be reclassified subsequently to profit or loss: |
|||||
| Revaluation reserve Total of items that may not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: |
- - |
- - |
- - |
- - |
|
| Currency translation differences | 20 | 28 | - | - | |
| Total of items that may be reclassified subsequently to profit or loss |
20 | 28 | - | - | |
| Other comprehensive income / (loss) for the period | 20 | 28 | - | - | |
| Total comprehensive income for the period | 19,779 | 10,557 | 12,942 | 15,954 | |
| Attributable to: Non-controlling interests |
1,197 | (933) | - | - | |
| Company's equity shareholders | 18,582 | 11,490 | 12,942 | 15,954 | |
| 19,779 | 10,557 | 12,942 | 15,954 | ||
| Total comprehensive income / (loss) for the period attributable to Company's equity shareholders arises from: |
|||||
| Continuing operations | 11,994 | 13,060 | 12,942 | 15,954 | |
| Discontinued operations | 6,588 | (1,570) | - | - | |
| 18,582 | 11,490 | 12,942 | 15,954 | ||
| Athens, November 30, 2021 | |||||
| The Vice-Chairman B' of the BoD and CEO |
The CFO / COO | The Deputy CFO | |||
| Aristotelis Karytinos | Thiresia Messari | Anna Chalkiadaki |
| Attributable to Company's shareholders | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Share premium |
Reserves | Other equity |
Retained Earnings / (Losses) |
Total | Non-controlling interests |
Total | |
| Balance January 1, 2020 | 766,484 | 15,890 | 347,531 | (8,869) | 297,408 | 1,418,444 | 42,465 | 1,460,909 | |
| Other comprehensive loss for the period |
- | - | (645) | - | - | (645) | (585) | (1,230) | |
| Profit / (Loss) for the period | - | - | - | - | 31,388 | 31,388 | (4,368) | 27,020 | |
| Total comprehensive income / (loss) after tax |
- | - | (645) | - | 31,388 | 30,743 | (4,953) | 25,790 | |
| Transfer to reserves | - | - | 8,614 | - | (8,614) | - | - | - | |
| Dividend distribution 2019 | 22 | (75,371) | (75,371) | - | (75,371) | ||||
| Put option held by non-controlling interests | - | - | - | 1,466 | - | 1,466 | - | 1,466 | |
| Share capital increase of non-controlling interests | - | - | - | - | - | - | 24 | 24 | |
| Balance September 30, 2020 |
766,484 | 15,890 | 355,500 | (7,403) | 244,811 | 1,375,282 | 37,536 | 1,412,818 | |
| Balance January 1, 2021 | 766,484 | 15,890 | 355,484 | (7,403) | 235,232 | 1,365,687 | 37,612 | 1,403,299 | |
| Other comprehensive income for the period |
- | - | 54 | - | - | 54 | - | 34 | |
| Profit for the period | - | - | - | - | 126,318 | 126,318 | 1,911 | 108,470 | |
| Total comprehensive income/ (loss) after tax |
- | - | 54 | - | 126,318 | 126,372 | 1,911 | 128,283 | |
| Transfer to reserves | - | - | 5,000 | - | (5,000) | - | - | - | |
| Dividend distribution 2020 | 22 | - | - | - | - | (54,165) | (54,165) | - | (54,165) |
| Share capital decrease | 15 | (74,094) | - | - | - | - | (74,094) | - | (74,094) |
| Put option held by non-controlling interests | 17 | - | - | - | 7,403 | - | 7,403 | - | 7,403 |
| Partial disposal of shareholding in subsidiaries | 9 | - | - | - | - | 30 | 30 | 55,920 | 55,950 |
| Acquisition of Non-controlling interests | 9 | - | - | - | - | 1,363 | 1,363 | (6,072) | (4,709) |
| Transaction with Non-controlling interests | - | - | - | - | (386) | (386) | 386 | - | |
| Acquisition of subsidiaries | 9 | - | - | - | - | - | - | 38,735 | 38,735 |
| Share capital increase of non-controlling interests | - | - | - | - | - | - | 202 | 202 | |
| Balance September 30, 2021 |
692,390 | 15,890 | 360,538 | - | 303,392 | 1,372,210 | 128,694 | 1,500,904 |
| Note | Share capital | Share premium | Reserves | Retained Earnings / (Losses) |
Total | |
|---|---|---|---|---|---|---|
| Balance January 1, 2020 | 766,484 | 15,970 | 345,845 | 217,029 | 1,345,328 | |
| Other comprehensive income for the period |
- | - | 144 | - | 144 | |
| Profit for the period | - | - | - | 28,159 | 28,159 | |
| Total comprehensive income after tax | - | - | 144 | 28,159 | 28,303 | |
| Transfer to reserves | - | - | 8,289 | (8,288) | - | |
| Dividend distribution 2019 | 22 | - | - | - | (75,371) | (75,371) |
| Balance September 30, 2020 |
766,484 | 15,970 | 354,278 | 161,529 | 1,298,260 | |
| Balance January 1, 2021 | 766,484 | 15,970 | 354,263 | 161,683 | 1,298,400 | |
| Profit for the period | - | - | - | 101,543 | 101,543 | |
| Total comprehensive income after tax | - | - | - | 101,543 | 101,543 | |
| Transfer to reserves | - | - | 4,664 | (4,664) | - | |
| Dividend distribution 2020 | 22 | - | - | - | (54,165) | (54,165) |
| Share capital decrease | 15 | (74,094) | - | - | - | (74,094) |
| Balance September 30, 2021 |
692,390 | 15,970 | 358,927 | 204,397 | 1,271,684 |
| From 01.01. to | ||||
|---|---|---|---|---|
| Note | 30.09.2021 | 30.09.2020 | ||
| Cash flows from operating activities | ||||
| Profit before tax from continuing operations | 123,732 | 42,957 | ||
| Loss before tax from discontinued operations | 6,316 | (14,591) | ||
| Adjustments for: | ||||
| - Provisions for employee benefits |
28 | 24 | ||
| - Depreciation of property and equipment & amortisation of intangible assets |
7 | 728 | 3,641 | |
| - Net (gain) / loss from the fair value adjustment of investment property |
6 | (57,364) | 9,618 | |
| - Interest income |
(511) | (97) | ||
| - Finance costs |
14,28 | 29,864 | 25,723 | |
| - Net change in fair value of financial instruments at fair value through profit or loss |
- | (4) | ||
| - Net impairment loss on financial assets - Net impairment loss on non-financial assets |
835 1,023 |
2,010 5,444 |
||
| - Result from disposal of investment property |
(146) | (133) | ||
| - Result from disposal of subsidiaries |
(6,350) | - | ||
| - Result from acquiring control in subsidiary |
(321) | - | ||
| - Negative goodwill from acquisition of subsidiaries |
(8,846) | - | ||
| - Share of profit of joint ventures |
(18,806) | (2,737) | ||
| - Other |
1 | (60) | ||
| Changes in working capital: | ||||
| - Decrease in receivables |
(26,446) | (8,048) | ||
| - Decrease of inventories |
(9,723) | 2,687 | ||
| - Increase / (Decrease) in payables |
16,495 | 17,943 | ||
| Cash flows from operating activities | 50,509 | 84,377 | ||
| Interest paid | (20,600) | (20,250) | ||
| Tax paid | (2,281) | (2,339) | ||
| Net cash flows from operating activities | 27,628 | 61,788 | ||
| Cash flows from / (used in) investing activities | ||||
| Acquisition of investment property | 6 | (29,038) | (31,518) | |
| Subsequent capital expenditure on investment property Proceeds from disposal of investment property |
6 | (15,116) 64,284 |
(5,933) 63,390 |
|
| Purchases of property and equipment and intangible assets | 7 | (473) | (1,939) | |
| Disposal of property and equipment | - | 13 | ||
| Prepayments and expenses related to future acquisition of investment property | (8,620) | (7,033) | ||
| Proceeds from disposal of subsidiaries | 9 | 19,194 | - | |
| Acquisitions of subsidiaries (net of cash acquired) | 8 | 5,205 | - | |
| Acquisition of investment in joint ventures | - | (918) | ||
| Acquisition of additional shareholding in subsidiaries | (20,033) | - | ||
| Participation in share capital increase of investment in joint ventures | (66,611) | - | ||
| Dividends received from equity method investments | 135 | 13 | ||
| Interest received | 16 | 95 | ||
| Net cash flows from / (used in) investing activities | (51,057) | 16,170 | ||
| Cash flows from / (used in) financing activities | ||||
| Decrease of restricted cash | 13 | 80,995 | - | |
| Proceeds from share capital increase of subsidiaries | 202 | 24 | ||
| Proceeds from the issuance of bond loans and other | 19 | 602,439 | 174,290 | |
| borrowed funds | ||||
| Expenses related to the issuance of bond loans and | (10,815) | (304) | ||
| other borrowed funds Repayment of borrowings |
(332,904) | (73,192) | ||
| Dividends paid | 22 | (54,636) | (78,477) | |
| Net cash flows from / (used in) financing activities | 285,281 | 22,341 | ||
| Net increase / (decrease) in cash and cash equivalents | 261,852 | 100,299 | ||
| Cash and cash equivalents at the beginning of the period | 108,973 | 71,174 | ||
| Effect of foreign exchange currency differences on cash and | ||||
| cash equivalents | (37) | 8 | ||
| Cash and cash equivalents at the end of the period | 370,788 | 171,481 |
| From 01.01. to | ||||
|---|---|---|---|---|
| Note | 30.09.2021 | 30.09.2020 | ||
| Cash flows from operating activities | ||||
| Profit before tax | 103,029 | 45,637 | ||
| Adjustments for: | ||||
| - Provisions for employee benefits |
28 | 24 | ||
| - Depreciation of property and equipment & amortisation of intangible assets |
7 | 396 | 306 | |
| - Net (gain) / loss from the fair value adjustment of investment property - Interest income |
6 | (48,099) (1,744) |
(170) (1,672) |
|
| - Finance costs |
28 | 24,102 | 19,501 | |
| Net impairment loss on financial assets | 338 | 437 | ||
| - Net impairment loss on non-financial assets |
671 | - | ||
| - Result from disposal of investment property |
(128) | (133) | ||
| - Gain from disposal of investment in subsidiaries |
9 | (19,168) | - | |
| - Result from acquiring control in subsidiary |
(6,932) | - | ||
| - Other |
14 | - | ||
| Changes in working capital: - (Increase) / Decrease in receivables |
(29,923) | 640 | ||
| - (Increase) / Decrease of Inventories |
(4,517) | - | ||
| - Increase / (Decrease) in payables |
6,379 | 11,522 | ||
| Cash flows from operating activities | 24,446 | 76,092 | ||
| Interest paid | (16,101) | (17,064) | ||
| Tax paid Net cash flows from operating activities |
(1,936) 6,409 |
(1,977) 57,051 |
||
| Cash flows from / (used in) investing activities | ||||
| Acquisition of investment property | 6 | (11,931) | (31,518) | |
| Subsequent capital expenditure on investment property | 6 | (1,260) | (1,717) | |
| Proceeds from disposal of investment property | 64,237 | 63,390 | ||
| Purchases of property and equipment and intangible assets | 7 | (121) | (1,084) | |
| Prepayments and expenses related to future acquisition of investment property | ||||
| (8,620) | (7,033) | |||
| Proceeds from disposal of subsidiaries | 9 | 22,402 | - | |
| Acquisition of additional shareholding in subsidiaries | (4,709) | - | ||
| Acquisition of investments in subsidiaries | (19,118) | - | ||
| Acquisition of investment in joint ventures | - | (918) | ||
| Participation in subsidiaries' capital increase and Investment in joint ventures Interest received |
9 | (89,065) 13 |
(12,036) 76 |
|
| Net cash flows from / (used in) investing activities | (48,172) | 9,160 | ||
| Cash flows from / (used in) financing activities | ||||
| Decrease of restricted cash | 13 | 80,995 | - | |
| Proceeds from the issuance of bond loans and | ||||
| other borrowed funds | 19 | 601,000 | 173,150 | |
| Expenses related to the issuance of bond loans and | ||||
| other borrowed funds | (10,430) | (296) | ||
| Repayment of borrowings | (320,816) | (65,462) | ||
| Dividends paid | 22 | (54,165) | (75,371) | |
| Net cash flows from / (used in) financing activities | 296,584 | 32,021 | ||
| Net increase / (decrease) in cash and cash equivalents | 254,821 | 98,232 | ||
| Cash and cash equivalents at the beginning of the period | 73,243 | 31,825 | ||
| Cash and cash equivalents at the end of the period | 328,064 | 130,057 |
"Prodea Real Estate Investment Company Société Anonyme" (hereinafter "Company") operates in the real estate investment market under the provisions of Article 22 of L. 2778/1999, as in force. As a Real Estate Investment Company (REIC), the Company is supervised by the Hellenic Capital Market Commission. It is also noted that the Company is licensed as an internally managed alternative investment fund according to Law 4209/2013.
The headquarters are located at 9, Chrisospiliotissis street, Athens, Greece. The Company is registered with the No. 3546201000 in the General Commercial Companies Registry (G.E.MI.) and its duration expires on December 31, 2110.
The Company together with its subsidiaries (hereinafter the "Group") operates in real estate investments both in Greece and abroad, such as Cyprus, Italy, Bulgaria and Romania.
As of September 30, 2021, the Group's and the Company's number of employees was 40 and 39, respectively (September 30, 2020: 638 employees for the Group and 38 employees for the Company). The Group's number of employees as of September 30, 2021 includes 599 employees from the company Aphrodite Hills Resort Limited and The Cyprus Tourism Development Company Limited, 100% subsidiary of MHV Mediterranean Hospitality Venture Limited (herein «MHV»), which from as of September 30, 2021 are Investments in joint ventures. (Note 10).
The current Board of Directors has a term of three years which expires on June 7, 2024 with an extension until the first Annual General Meeting of Shareholders, which will take place after the end of the term. The Board of Directors was elected by the Annual General Meeting of Shareholders held on June 8, 2021 and was constituted as a body in its same day meeting. The Board of Directors has the following composition:
| Christophoros N. Papachristophorou | Chairman, Businessman | Executive Member |
|---|---|---|
| Spyridon G. Makridakis | Professor at University of Nicosia & Emeritus Professor at INSEAD Business School |
Vice-Chairman A' - Independent - Non Executive Member |
| Aristotelis D. Karytinos | Vice-Chairman, CEO | Vice-Chairman B' - Executive Member |
| Thiresia G. Messari | CFO / COO | Executive Member |
| Athanasios D. Karagiannis | Investment Advisor | Executive Member |
| Nikolaos M. Iatrou | Economist | Non Executive Member |
| Ioannis P. Kyriakopoulos | General Manager of NBG Group | Non Executive Member |
| Georgios E. Kountouris | Economist | Non Executive Member |
| Prodromos G. Vlamis | Assistant Professor at University of Piraeus |
Independent - Non Executive Member |
| Garifallia V. Spiriouni | Group Tax Director of Coca-Cola HBC Group |
Independent - Non Executive Member |
The current Board of Directors has the following composition:
These consolidated and separate Interim Financial Statements have been approved for issue by the Company's Board of Directors on November 30, 2021, are available on the website address https://prodea.gr/.
Τhe interim condensed financial information of the Group and the Company for the period ended September 30, 2021 (the "Interim Financial Statements") have been prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting".
These Interim Financial Statements include selected explanatory notes and do not include all the information required for full annual financial statements. Therefore, the Interim Financial Statements should be read in conjunction with the annual consolidated and separate financial statements of the Company and the Group as at and for the year ended December 31, 2020, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as endorsed by the European Union (the "EU").
The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of new and amended standards as set out below (Note 2.3.1).
The amounts are stated in Euro, rounded to the nearest thousand (unless otherwise stated) for ease of presentation.
It is mentioned that where necessary, comparative figures have been adjusted to conform to changes in the current period's presentation. The Interim Condensed Income Statement for the period ended September 30,2020 as well as the corresponding notes have been restated to include as discontinued operations the results of companies classified as held for sale (Note 14). Management believes that such adjustments do not have a material impact in the presentation of financial information.
In the first quarter of 2020 the World Health Organization declared the outbreak of the Coronavirus pandemic (COVID-19). The COVID-19 pandemic and the subsequent lockdowns have affected the economic activity globally. Governments, including those of countries in which the Group operates, announced several measures in order to support business activity and the economy.
The Group's source of revenues is mainly through investment property (i.e. rental income) and to a lesser extent through the hospitality and ancillary services of the subsidiaries Aphrodite Hills (hereinafter "AH") and MHV Mediterranean Hospitality Venture Limited (hereinafter "MHV") in Cyprus. The Company during 2020 announced the strategic collaboration with Invel Real Estate and YODA Group of Mr's Ioannis Papalekas, in the hospitality sector. On April 1, 2021, MHV was set under common control and the results for the first quarter of 2021 have been presented as discontinued operations. In addition, on August 11, 2021 AH was set under common control and the results until that date have been presented as discontinued operations.
The main sectors that were affected by COVID-19 were high street retail (excluding hypermarkets) and hospitality. The above sectors represent approximately 9.6% of the Group's annualized rents as of September 30, 2021. Additionally, the Group's revenue from its five largest tenants, i.e. National Bank of Greece, Sklavenitis, Hellenic Republic, Cosmote and Italian Republic, representing about the 65.7% of the Group's annualized rents as of September 30, 2021 have not been affected by COVID-19.
From January 2021 Greek government, in the context of the support to the affected businesses, imposed a mandatory 40% reduction of the monthly rent for the affected businesses, while for businesses that remain closed by state order, the mandatory reduction amounts to 100% of the monthly rent. However, it is noted that the Greek government will compensate the legal entities-lessors by paying 60% of the monthly rent for months January to July 2021. In the other countries in which the Group operates, there were no government decisions for mandatory reductions on rents, however the Group, in some cases, proceeded to voluntary rent reductions to support its tenants.
Taking into account the above, the reduction in rental income for the nine-month period ended September 30, 2021 amounted to €2,056 for the Group and €1,261 for the Company, including the compensation from the Greek government of the 60% of the monthly rent for businesses that remain closed by state order for the nine-month period ended September 30, 2021 amounted to €1,359 for the Group and €1,265 for the Company (Note 23).
Prodea's presence in the hospitality sector is mainly in Cyprus through MHV and AH. This is the business sector and jurisdiction in which the Group operates that was mostly affected by the pandemic and the hotels continued to be underperformed during 2021. In order to support the affected companies, the Cypriot government announced a subsidy plan for the employees' salaries of those companies and a state sponsorship to cover the operating expenses of those companies.
As mentioned above, in the Interim Financial Statements for the nine-month period ended September 30, 2021, the results of MHV and AH have been presented as discontinued operations until the dates that were set under common control.
According to the current legislation for REICs, the valuations of the properties are performed by independent valuers. The valuations as of June 30, 2021 were performed by the company "Proprius Commercial Property Consultants ΕPE" (representative of Cushman & Wakefield) and jointly the companies "P. Danos & Associates" (representative of BNP Paribas) and "Athinaiki Oikonomiki EPE" (representative of Jones Lang LaSalle) and the company "HVS Hospitality Consulting Services S.A." for the properties outside Italy and the company "Jones Lang LaSalle S.p.A." for the properties in Italy.
Regarding the effect of COVID-19 in the value of the properties, it is noted the pandemic and the measures taken to deal with it continue to affect the economy and the real estate market worldwide. However, with the exception of properties belonging to hospitality sector or properties with use directly affected by the hospitality sector, it is considered that at the valuation date, the real estate markets are operating for the most part and trading volumes and other relevant data are sufficient to provide market data on which valuations can be based. Based on the above, the relevant valuations have not been prepared on the basis of "material valuation uncertainty", as defined in the RICS Valuation - Global Standards and International Valuation Standards.
In the case of properties belonging to hospitality sector or properties with use directly affected by the hospitality sector, the market continues to face unprecedented situations at the valuation date, as a result of COVID-19 and a lack of relevant / sufficient market data on which to base valuations. As a result, the relevant valuations have been prepared on the basis of "material valuation uncertainty" as defined in the RICS Valuation - Global Standards and International Valuation Standards. For this reason, the values of these properties are going through a period during which they are monitored with a higher degree of attention. Independent valuers have confirmed that the statement of "substantial appraisal uncertainty" does not mean that no one can't rely on real estate valuations. On the contrary, the above statement is used to provide clarity and transparency to all parties, in a professional manner, that in the current emergency situation, less certainty is given to the valuations than would otherwise be the case. In this context, recognizing the possibility of rapid changes in market conditions as a result of measures to control the spread of COVID-19, the assessors emphasize the importance of the assessment date.
The valuation methods from last year have not been modified with the exception of property with commercial use in Bulgaria, which at the current reporting date was valuated using the discounted cash flow method (DCF) and the comparative method, while the previous reporting date was valued at the discounted cash flow method (DCF) and the method of cost of replacement. The above modification has no impact on the fair value of the property. It is also noted that the estimates take into account the impact of COVID-19 on real estate at the date of the assessment.
The investment of funds which is noted in the market, in combination with the reduction of interest rates and the comparatively higher returns offered by the Greek real estate market has led to a squeeze in the returns of prime real estate and especially for these who can provide guaranteed and stable income from tenants with adequate creditworthiness of reliable employees, such as the NBG, Sklavenitis SA, the Greek State, etc. At the same time, the market records a lack of a suitable investment product with the aforementioned characteristics. The above concerns a large part of the portfolio of stores, which in addition was not obliged to shut down as part of the measures against COVID-19.
With regards to offices, in addition to the above, there is a large increase in demand, especially for high-standard buildings and / or bioclimatic buildings, while dragging the office market in general.
Regarding hotels, the impact of COVID-19 is immediate due to the dramatic reduction in travelling and consequently in the occupancy of hotels, operating negatively on expected revenues.
Logistics are in increasing demand, which has led to a squeeze on their returns and in some cases an increase in rents.
The Management will monitor the trends that will be demonstrated in the investment real estate market in the upcoming months because the full outcome of the consequences of the financial situation in Greece and in the other countries in which the Group operates may affect the values of the Group's investment properties in the future. In this context, the Management also closely monitors the developments regarding the spread of COVID-19 as the short-term effects on the values of the Group's investment properties that are directly related to the net asset value of the Group remain unknown.
The available cash balances and credit limits offer the Group strong liquidity. As part of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short-term and long-term) utilizing a variety of financial sources and in accordance with its business planning and strategic objectives. The Company assesses its financing needs and the available sources of financing in the international and domestic financial markets and investigates any opportunities to raise additional funds by issuing loans in these markets. In this context, on July 2, 2021 the Board of Directors of the Company approved the issuance of a Green common bond loan amounting to up to €300,000 through a public offering in Greece. On July 16, 2021 the public offering was completed and 300,000 intangible common bonds of the Company were made available with a nominal value of € 1.00 each (Note 19). In addition, within July 2021, the Company entered into bond agreements amounting to up to €280,000 with Alpha Bank S.A. and amount up to €100,000 with the National Bank of Greece SA (Note 19). Finally, the company is also in discussions with banks regarding the provision of additional funds to secure the cash in order to carry out its short-term / medium-term investment plan.
No significant losses are expected as lease agreements are agreed with clients - tenants with sufficient creditworthiness. As mentioned above, 65.7% of the annual leases come from the following tenants: National Bank, Sklavenitis, Greek State, Cosmote and Italian State and the reduction in rental income for the nine-month period ended September 30, 2021, due to the pandemic, amounts to €2,056 for the Group and €1,261 for the Company taking into account the compensation from the Greek government of the 60% of the monthly rent for the businesses that remain closed by state order for the nine-month period ended September 30, 2021, amounted to €1,359 for the Group and €1,265 for the Company. In addition, the Group receives from tenants, in the framework of lease agreements, securities, such as guarantees, to mitigate credit risk.
The Management, taking into consideration the above as well as:
The necessary funds for the realization of the Group's short to medium term business plan have been already secured,
concluded that the Company and the Group have sufficient resources in order to continue the business activity and the implementation of the Group's short to medium term business plan. Therefore, the Annual Financial Statements of the Group and the Company have been prepared based on the going concern principle.
Management will continue to monitor and evaluate the situation closely.
The global energy crisis of 2021 is characterized by the continuing shortage of energy around the world, but also the increase in prices. Greece has seen a significant increase in the price of electricity and the price of natural gas is at the highest level of all times. During the nine-month period ended September 30, 2021, the activity and the results of the Group and the Company have not been affected by the energy crisis. Management is monitoring and assessing the situation.
The adoption of this amendment did not have any material impact on the Interim Financial Statements of the Group and the Company.
2.4.2. New standards and amendments to existing standards effective after 2021:
These amendments are not anticipated to have any material impact in the Financial Statements of the Group and the Company.
• IFRS 16 Leases - Cοvid 19 Related Rent Concessions beyond 30 June 2021 (Amendment). The Amendment applies to annual reporting periods beginning on or after 1 April 2021, with earlier application permitted, including in financial statements not yet authorized for issue at the date the amendment is issued. In March 2021, the Board amended the conditions of the practical expedient in IFRS 16 that provides relief to lessees from applying the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic. Following the amendment, the practical expedient now applies to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022, provided the other conditions for applying the practical expedient are met. The amendment has not yet been
endorsed by the EU and is not anticipated to have any material impact in the Financial Statements of the Group and the Company.
The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12 and specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations. Under the amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. It only applies if the recognition of a lease asset and lease liability (or decommissioning liability and decommissioning asset component) give rise to taxable and deductible temporary differences that are not equal. The amendments have not yet been endorsed by the EU and is not anticipated to have any material impact in the Financial Statements of the Group and the Company.
The Group is exposed to a variety of financial risks such as market risk, credit risk and liquidity risk. The financial risks relates to the following financial instruments: trade and other assets, restricted cash, cash and cash equivalents, trade and other payables and borrowings. The risk management policy, followed by the Group, focuses on minimizing the impact of unexpected market changes.
The Interim Financial Statements do not include all information regarding the financial risk management and the relevant disclosures required in the annual Financial Statements and should be read in conjunction with the published consolidated and separate Financial Statements for the year ended December 31, 2020.
The Group measures the fair value of financial instruments based on a framework for measuring fair value that categorises financial instruments based on three-level hierarchy in accordance with the hierarchy of the inputs used to the valuation technique, as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. More specifically, the fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: Inputs for the asset or liability that are not based on observable market data. More specifically if one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The tables below analyse financial assets and liabilities of the Group not carried at fair value as at June 30, 2021 and December 31, 2020, respectively:
| Total |
|---|
| 1,216,852 |
| Total |
| 901,855 |
The liabilities included in the tables above are carried at amortized cost and their carrying value approximates their fair value.
As at September 30, 2021 and December 31, 2020, the carrying value of cash and cash equivalents, restricted cash, trade and other assets as well as trade and other payables approximates their fair value.
In preparing these Interim Financial Statements, the significant estimates, judgments and assumptions made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were similar to those applied to the consolidated and separate Financial Statements for the year ended December 31, 2020.
The Group's Management estimates and judgments in relation to investment property and the property and equipment which include land and buildings relating to hotel and other facilities, were similar to those applied to the consolidated and separate Financial Statements for the year ended December 31, 2020. The last valuation of the Group's properties was performed at June 30, 2021, by independent valuers, as stipulated by the relevant provisions of L.2778/1999, as in force. In the case of properties belonging to hospitality sector or properties with use directly affected by the hospitality sector, the relevant valuations have been prepared on the basis of "material valuation uncertainty" as defined in the RICS Valuation - Global Standards and International Valuation Standards given the uncertainty from the evolution of COVID-19 pandemic and the possible future impact on the real estate market in our country and internationally and due to lack of sufficient comparative information, as analysed in Note 2.2.
The Group has recognized the following operational segments:
Information per business segment and geographical segment for the six-month period ended September 30, 2021 and September 30, 2020 is presented below:
1 In segment Other Countries include Romania and Bulgaria.
| A) Business Segments of Group |
|||||
|---|---|---|---|---|---|
| Period ended September 30, 2021 |
Retail big boxes & high street retail |
Bank Branches | Offices | Other | Total |
| Continuing operations | |||||
| Rental Income | 18,661 | 26,548 | 47,089 | 4,801 | 97,099 |
| Other | 816 | 40 | 155 | 388 | 1,399 |
| Total Segment Revenue | 19,477 | 26,588 | 47,244 | 5,189 | 98,498 |
| Result from disposal of investment property | - | 128 | - | 18 | 146 |
| Net gain / (loss) from the fair value adjustment of investment property | 10,232 | 10,193 | 35,635 | 1,304 | 57,384 |
| Direct property related expenses & Property taxes-levies | (4,751) | (1,769) | (9,043) | (2,928) | (18,491) |
| Net impairment loss on financial assets Other income |
(441) 836 |
- - |
(5) 639 |
(197) 1 |
(643) 1,476 |
| Total Segment Operating profit | 25,353 | 35,140 | 74,490 | 3,387 | 138,370 |
| Unallocated operating income Unallocated operating expenses |
415 (14,376) |
||||
| Operating Profit | 124,409 | ||||
| Unallocated interest income | 511 | ||||
| Unallocated finance costs | (24,207) | ||||
| Allocated finance costs | (1,145) | - | (1,626) | (1,776) | (4,547) |
| Unallocated income | 27,566 | ||||
| Profit before tax | 123,732 | ||||
| Deferred taxes | (50) | (2) | 352 | (302) | (2) |
| Unallocated taxes | (1,967) | ||||
| Profit for the period from continuing operations | 121,763 | ||||
| Allocated gain/(loss) from discontinued operations | 193 | - | (5) | 7,783 | 7,971 |
| Unallocated loss from discontinued operations | (1,505) | ||||
| Profit for the period | 128,229 | ||||
| Segment Assets as at September 30, 2021 |
|||||
| Assets | 479,854 | 449,250 | 1,080,290 | 281,169 | 2,290,563 |
| Unallocated Assets | 585,416 | ||||
| Total Assets | 2,875,979 | ||||
| Segment Liabilities as at September 30, 2021 |
|||||
| Liabilities | 47,811 | 2,837 | 105,631 | 72,750 | 229,029 |
| Unallocated Liabilities | 1,146,046 | ||||
| Total Liabilities | 1,375,075 | ||||
| Non-current assets additions as at September 30, 2021 |
60,171 | 11 | 92,750 | 43,640 | 196,572 |
| Retail big boxes & |
Bank | ||||
|---|---|---|---|---|---|
| Period ended September 30, 2020 |
high street retail | Branches | Offices | Other | Total |
| Continuing operations | |||||
| Rental Income | 16,329 | 29,044 | 50,846 | 5,850 | 102,069 |
| Total Segment Revenue | 16,329 | 29,044 | 50,846 | 5,850 | 102,069 |
| Result from disposal of investment property | - | 133 | - | - | 133 |
| Net gain / (loss) from the fair value adjustment of investment property |
(1,412) | 719 | (7,012) | (859) | (8,564) |
| Direct property related expenses & Property taxes-levies |
(2,847) | (1,832) | (6,359) | (2,002) | (13,040) |
| Net impairment loss on financial assets | (698) | - | (428) | (909) | (2,035) |
| Total Segment Operating profit | 11,372 | 28,064 | 37,047 | 2,008 | 78,563 |
| Unallocated operating income | 621 | ||||
| Unallocated operating expenses | (15,602) | ||||
| Operating Profit | 63,582 | ||||
| Unallocated interest income | 97 | ||||
| Unallocated finance costs | (17,062) | ||||
| Allocated finance costs | (1,249) | - | (1,801) | (3,348) | (6,398) |
| Unallocated non-operating income | 2,738 | ||||
| Profit before tax | 42,957 | ||||
| Deferred taxes | 21 | (6) | (189) | 268 | 94 |
| Unallocated taxes | (1,806) | ||||
| Profit for the period from continuing operations | 41,245 | ||||
| Allocated loss from discontinued operations |
(411) | - | - | 513 | 102 |
| Unallocated loss from discontinued operations | (14,327) | ||||
| Profit for the period | 27,020 | ||||
| Segment Assets as at December 31, 2020 |
|||||
| Assets | 409,332 | 463,918 | 971,997 | 379,455 | 2,224,702 |
| Unallocated Assets | 224,700 | ||||
| Total Assets | 2,449,402 | ||||
| Segment Liabilities as at December 31, 2020 |
|||||
| Liabilities | 45,106 | 1,609 | 76,168 | 136,009 | 258,892 |
| Unallocated Liabilities | 787,211 | ||||
| Total Liabilities | 1,046,103 | ||||
| Non-current assets additions as at December 31, 2020 |
6,190 | - | 25,680 | 11,455 | 43,325 |
All amounts expressed in € thousand, unless otherwise stated
| Period ended September 30, 2021 | Greece | Italy | Cyprus | Other Countries | Total |
|---|---|---|---|---|---|
| Continuing operations | |||||
| Rental Income | 70,571 | 13,678 | 7,536 | 3,508 | 97,099 |
| Other | 1,399 | - | - | - | 1,399 |
| Total Segment Revenue | 71,970 | 13,678 | 5,316 | 3,508 | 98,498 |
| Result from disposal of investment property | 128 | 18 | - | - | 146 |
| Net gain/(loss) from the fair value adjustment of investment property | 58,613 | 7 | (1,186) | (50) | 57,384 |
| Direct property related expenses & Property taxes-levies | (11,717) | (4,586) | (1,983) | (205) | (18,491) |
| Net impairment loss on financial assets | (1,346) | (38) | 741 | - | (643) |
| Other income | - | 1,433 | 43 | - | 1,476 |
| Total Segment Operating profit | 117,648 | 10,512 | 5,151 | 5,059 | 138,370 |
| Unallocated operating income | 415 | ||||
| Unallocated operating expenses | (14,376) | ||||
| Operating Profit | 124,409 | ||||
| Unallocated interest income | 511 | ||||
| Unallocated finance costs | (24,207) | ||||
| Allocated finance costs | (3,671) | - | - | (876) | (4,547) |
| Unallocated non-operating income | 27,566 | ||||
| Profit before tax | 123,732 | ||||
| Deferred taxes | - | - | 254 | (256) | (2) |
| Unallocated taxes | (1,967) | ||||
| Profit for the period from continuing operations | 121,763 | ||||
| Allocated gain from discontinued operations | - | - | 6,723 | - | 7,971 |
| Unallocated loss from discontinued operations | (1,505) | ||||
| Profit for the period | 128,229 | ||||
| Segment Assets as at September 30, 2021 | |||||
| Assets | 1,552,340 | 398,451 | 236,458 | 103,314 | 2,290,563 |
| Unallocated Assets | 585,416 | ||||
| Total Assets | 2,875,979 | ||||
| Segment Liabilities as at September 30, 2021 | |||||
| Liabilities | 160,058 | 21,992 | 8,909 | 38,070 | 229,029 |
| Unallocated Liabilities | 1,146,046 | ||||
| Total Liabilities | 1,375,075 | ||||
| Non-current assets additions as at September 30, 2021 | 57,123 | 138,404 | 1,041 | 4 | 196,572 |
| Period ended September 30, 2020 |
Greece | Italy | Cyprus | Other Countries |
Total |
|---|---|---|---|---|---|
| Continuing operations | |||||
| Rental Income | 79,000 | 9,629 | 8,153 | 5,287 | 102,069 |
| Total Segment Revenue | 79,000 | 9,629 | 8,153 | 5,287 | 102,069 |
| Result from disposal of investment property | 133 | - | - | - | 133 |
| Net gain/(loss) from the fair value adjustment of investment property |
2,236 | (9,237) | (866) | (697) | (8,564) |
| Direct property related expenses & Property taxes-levies | (8,752) | (1,772) | (2,410) | (106) | (13,040) |
| Net impairment loss on financial assets | (496) | (225) | (1,314) | - | (2,035) |
| Total Segment Operating profit/(loss) | 72,121 | (1,605) | 3,563 | 4,484 | 78,563 |
| Unallocated operating income | 621 | ||||
| Unallocated operating expenses | (15,602) | ||||
| Operating Profit | 63,582 | ||||
| Unallocated interest income | 97 | ||||
| Unallocated finance costs | (17,062) | ||||
| Allocated finance costs | (5,435) | - | - | (963) | (6,398) |
| Unallocated non-operating income | 2,738 | ||||
| Profit before tax | 42,957 | ||||
| Deferred taxes | - | - | 173 | (79) | 94 |
| Unallocated taxes | (1,806) | ||||
| Profit for the period from continuing operations |
41,245 | ||||
| Allocated loss from discontinued operations |
- | - | 102 | - | 102 |
| Unallocated loss from discontinued operations | (14,327) | ||||
| Profit for the period | 27,020 | ||||
| Segment Assets as at December 31, 2020 |
|||||
| Assets | 1,459,191 | 257,087 | 405,023 | 103,401 | 2,224,702 |
| Unallocated Assets | 224,700 | ||||
| Total Assets | 2,449,402 | ||||
| Segment Liabilities as at December 31, 2020 |
|||||
| Liabilities | 138,045 | 5,396 | 75,803 | 39,648 | 258,892 |
| Unallocated Liabilities | 787,211 | ||||
| Total Liabilities | 1,046,103 | ||||
| Non-current assets additions as at December 31, 2020 |
41.015 | 1.639 | 671 | - | 43.325 |
In relation to the above segment analysis we state that:
NBG, lessee of the Group, represents more than 10% of Group's rental income. Rental income from NBG for the six-month period ended September 30, 2021 amounted to €40,445, i.e. 41.7% (nine-month period ended September 30, 2020: €45,657, i.e. 44.7%).
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Balance at the beginning of the period | 1,918,015 | 2,090,040 | 1,332,779 | 1,359,579 |
| Additions: | ||||
| - Direct acquisition of investment property | 41,447 | 32,208 | 11,940 | 32,208 |
| - Acquisitions through business combinations | 105,610 | - | - | - |
| - Acquisitions of subsidiaries other than through business combinations (Note 8) |
34,583 | 1,550 | - | - |
| - Subsequent capital expenditure on investment property |
14,932 | 9,567 | 1,260 | 1,945 |
| - Transfer from property and equipment (Note 7) | - | 3,063 | - | 2,263 |
| - Transfer to property and equipment (Note 7) | - | (8,771) | - | (8,771) |
| - Transfer to inventories | - | (4,120) | - | - |
| - Disposal of investment property | (21,079) | (132,429) | (21,050) | (132,429) |
| - Transfer to Assets held for sale (Note 14) | (2,925) | (67,826) | (2,610) | - |
| Net gain / (loss) from the fair value adjustment of investment property |
57,901 | (5,267) | 48,099 | 299 |
| Balance at the end of the period | 2,148,484 | 1,918,015 | 1,370,418 | 1,332,779 |
It is noted that the item "Net gain / (loss) from the fair value adjustment of investment property" of the Interim Condensed Income Statement for the period ended September 30, 2021 of an amount of €57,384 includes a loss of €517 due to the measurement of the fair value of the real estate property at 5 Cavour Str. in Rome, Italy, which has been classified as held for sale (Note 14).
On January 22, 2021, the Company concluded the acquisition of 47 parking spaces with a total area of 507.6 sq.m located at 44 Kifisias Anenue, Maroussi, Attica. The consideration for the acquisition of the property amounted to €367 (not including direct acquisition expenses of €19) while the fair value of the property at the date of the acquisition, according to the valuation performed by the independent statutory valuers, amounted to €402.
On February 19, 2021, the Company concluded the acquisition of a property located at 377 Syggrou Avenue, Athens, with a total area of 2.4 thousand sq.m. The consideration for the acquisition of the property amounted to €3,100 (not including direct acquisition expenses of €64) while the fair value of the property at the date of the acquisition, according to the valuation performed by the independent statutory valuers, amounted to €3,790. From the total consideration, an amount of €775 was paid on the same day while the remaining amount was paid on April 1, 2021.
On February 25, 2021, the company Picasso Fund acquired a property used as offices and parking spaces in Milan, Italy, of a total area of 11.1 thousand sq.m. The greatest part of the property is already leased to creditworthy tenants. The consideration for the acquisition of the property amounted to €19,000 (not including direct acquisition expenses of €620) while the fair value of the property at the date of the acquisition, according to the valuation performed by the independent statutory valuers, amounted to €22,000. From the total consideration, an amount of €7,600 was paid on the same day and the remaining amount will be paid within 12 months from the date of the acquisition. To secure the deferred payment, Picasso Fund submitted to the seller an irrevocable letter of guarantee issued by Intesa Sanpaolo S.p.A.
On March 26, 2021, the Company proceeded with the acquisition of a majority stake of 80% of the shares of the company CI Global RE S.a.r.l. SICAF-RAIF (hereinafter "CI Global") in Luxembourg (representing 46.2% of the CI Global's economic rights). CI Global owns the units of Fondo Tarvos - Fondo Comune di Investimento Alternativo Immobiliare di Tipo Chiuso Riservato (hereinafter ''Tarvos Fund'') which owns 11 commercial properties in Italy. The fair value of the properties at the date of the acquisition, according to the valuation performed by the independent statutory valuers, amounted to €105,610 (Note 8).
On May 6, 2021, the Company signed a Share Purchase Agreement with LAMDA DEVELOPMENT S.A for the acquisition of 100% of the shares of LAMDA ILIDA OFFICE S.M.S.A., 100% subsidiary of LAMDA DEVELOPMENT S.A. and owner of "ILIDA BUSINESS CENTER", an office building in Maroussi. "ILIDA BUSINESS CENTER" is a Class A office building with a total superstructure area of 11,750 sq.m. and 277 parking spaces. The transaction will be concluded upon the completion of certain condition precedents as defined in the aforementioned share purchase agreement. The transaction is estimated to be completed within 2021. The consideration for the acquisition of the shares will be equal to the net asset value (NAV) of LAMDA ILIDA OFFICE S.M.S.A. as this will be determined, based on the provisions of the SPA, at the completion of the transaction.
On July 15, 2021 the subsidiary Prodea Immobiliare S.r.L. acquired a 4 * hotel unit in Milan, Italy, with a total area of 16 thousand sq.m. The consideration for the acquisition of the property amounted to €9,500 (excluding acquisition costs of €387) while its fair value at the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €9,110.
On July 23, 2021 the Company acquired the remaining 51% of the shares of Panterra SA. Real Estate Development and Utilization (hereinafter "Panterra"). Upon completion of the acquisition, the Company holds 100% of the shares of Panterra. Panterra owns two under construction office buildings on Syggrou Avenue, Lagoumitzi and Evridamantos Streets in Athens, for one of which a binding preliminary agreement has been signed for its sale (inventory) while the second is an investment property. The consideration for the acquisition of Panterra shares was calculated based on net asset value of the company and amounted to €15,324 (Note 8), taking into account the agreed price for the investment property which amounted to €20,029. The fair value of the investment property at the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €21,087.
On July 23, 2021, the Company concluded the acquisition of a complex of two leased Logistics Centers in Aspropyrgos, Attica, through the acquisition of 100% of the shares of the company "New Metal Expert M.IKE" (hereinafter "New Metal"), for which the Company had sign a preliminary agreement on June 1, 2020. Their total area amounts to 23.8 thousand sq.m. The consideration for the acquisition of shares of New Metal was calculated based on the net asset value of the company and amounted to €12,438 (Note 8) taking into account the agreed price for the buildings which amounted to €14,554. The fair value of the building at the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €16,157.
On August 5, the acquisition of a property with industrial and storage use in Oinofyta, Viotia, was completed, with a total area of 28.2 thousand sq.m., for which the Company had signed a contract on July 16, 2021. The consideration for the acquisition amounted to € 8,250 (excluding acquisition costs of €140) while its fair value at the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €8,288.
On August 6, 2021, the Company proceeded to the signing of an agreement for the acquisition of 35% of the shares of the companies OURANIA Investment M.AE and IQ HUB M.AE. Ourania Investment MAE is the owner of land plots in Thessaloniki on which a bioclimatic complex of offices with a total area of approximately 25.2 thousand sq.m. will be developed. IQ HUB M.A.E. is the owner of a plot of land in Maroussi on which a bioclimatic complex of offices, with a total area of approximately 7.9 thousand sq.m., will be developed. The completion of the transfer of shares was completed October 6, 2021 (Note 29).
Management always evaluates the optimization of the performance of the Group's real estate portfolio, including a possible sale if market conditions are appropriate. In this context, on June 18, 2021, the Company concluded the disposal of two properties in Greece. The total consideration for the sale amounted to €18,778 and their book value at the date of the disposal amounted to €18,780. From the total consideration, the Company received amount of €10,000 until the September 30, 2021, while the amount of €8,778 was recorded in the trade receivables in the Interim Condensed Statement of Financial Position of the Group and the Company as of September 30, 2021 (Note 11). In addition, on September 30, the Company concluded the disposal of a property in Greece. The total consideration was €2,400 and its book value was €2,270. The total price was collected on October 1, 2021 and on September 30, 2021 was recorded in the trade receivables in the Interim Condensed Financial Statement of the Group and the Company (Note 11).
The Group's borrowings which are secured on investment property are stated in Note 19.
All amounts expressed in € thousand, unless otherwise stated
The Group's and Company's investment property is measured at fair value. The table below presents the Group's investment property per business segment and geographical area as at September 30, 2021 and December 31, 2020. The Group's policy is to recognize transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. During the period ended 30 September 2021, there were no transfers into and out of Level 3.
| Greece | Italy | Romania | Cyprus | Bulgaria | 30.09.2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segments | Retail | Office | Other1 | Retail | Office | Other2 | Retail | Office | Retail | Office | Other3 | Retail | Office | Total |
| Level | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | |
| Fair value at 01.01.2021 | 719,972 | 584,159 | 71,081 | 9,620 | 143,140 | 51,740 | 1,230 | 5,490 | 99,050 | 46,305 | 89,708 | 9,600 | 86,920 | 1,918,025 |
| Additions: | ||||||||||||||
| Direct Acquisition of investment | ||||||||||||||
| property | - | 3,549 | 8,391 | - | 19,620 | 9,887 | - | - | - | - | - | - | - | 41,447 |
| Acquisitions through business | - | - | - | 59,490 | 36,720 | 9,400 | - | - | - | - | - | - | - | 105,610 |
| combinations | ||||||||||||||
| Acquisitions other than through |
- | 20,029 | 14,554 | - | - | - | - | - | - | - | - | - | - | 34,583 |
| business combinations | ||||||||||||||
| Subsequent capital expenditure on | 168 | 10,381 | 51 | 524 | 2,448 | 315 | - | - | - | - | 1,041 | - | 4 | 14,932 |
| investment property | ||||||||||||||
| Disposal of Investment Property | (10,120) | (10,930) | - | - | - | (29) | - | - | - | - | - | - | - | (21,079) |
| Transfers among segments | 307 | (307) | - | - | - | - | - | - | - | - | - | - | - | - |
| Transfer to Assets held for sale | (1,587) | - | (1,338) | - | - | - | - | - | - | - | - | - | - | (2,925) |
| Net gain / (loss) from the fair value | 21,027 | 34,071 | 3,515 | (934) | 2,722 | (1,263) | 11 | (38) | 484 | (722) | (949) | (149) | 130 | 57,901 |
| adjustment of investment property | ||||||||||||||
| Fair value at 30.09.2021 | 729,767 | 640,952 | 96,254 | 68,700 | 204,650 | 70,050 | 1,241 | 5,452 | 99,534 | 45,583 | 89,800 | 9,451 | 87,050 | 2,148,484 |
1 The segment "Other" in Greece includes hotels, commercial warehouses, storage spaces, archives, petrol stations and parking spaces.
2 The segment "Other" in Italy relates to land plot, storage spaces and parking spaces.
3 The segment "Other" in Cyprus relates to hotels, land plot, storage space and other properties with special use.
All amounts expressed in € thousand, unless otherwise stated
| Country | Greece | Italy | Romania | Cyprus | Bulgaria | 30.09.2021 | ||
|---|---|---|---|---|---|---|---|---|
| Segment | Retail big boxes & high street retail |
Bank Branches |
Retail big boxes & high street retail |
Bank Branches |
Bank Branches |
Retail big boxes & high street retail |
Retail big boxes & high street retail |
Total |
| Level | 3 | 3 | 3 | 3 | 3 | 3 | 3 | |
| Fair value at 01.01.2021 | 276,960 | 443,012 | 6,070 | 3,550 | 1,230 | 99,050 | 9,600 | 839,472 |
| Additions: | ||||||||
| Acquisitions through business combinations |
- | - | 59,490 | - | - | - | - | 59,490 |
| Subsequent capital expenditure on investment property |
157 | 11 | 524 | - | - | - | - | 692 |
| Disposal of Investment Property | - | (10,120) | - | - | - | - | - | (10,120) |
| Transfers among segments | 5,146 | (4,839) | - | - | - | - | - | 307 |
| Transfer to Assets held for sale | (1,165) | (422) | - | - | - | - | - | (1,587) |
| Net gain / (loss) from the fair | ||||||||
| value adjustment of investment property |
10,845 | 10,182 | (934) | - | 11 | 484 | (149) | 20,439 |
| Fair value at 30.09.2021 | 291,943 | 437,824 | 65,150 | 3,550 | 1,241 | 99,534 | 9,451 | 908,693 |
All amounts expressed in € thousand, unless otherwise stated
| Greece | Italy | Romania | Cyprus | Bulgaria | 31.12.2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segments | Retail | Office | Other1 | Retail | Office | Other2 | Retail | Office | Retail | Office | Other3 | Retail | Office | Total |
| Level | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | |
| Fair value at 01.01.2020 | 756,155 | 645,108 | 65.436 | 13,976 | 198,944 | 52,890 | 1,204 | 5,426 | 99,832 | 48,704 | 104.978 | 10,401 | 86,986 | 2,090,040 |
| Additions: | ||||||||||||||
| Direct Acquisition of investment | 4,620 | 17,382 | 10,206 | - | - | - | - | - | - | - | - | - | - | 32,208 |
| property | ||||||||||||||
| Acquisitions other than through business combinations |
1,443 | - | 107 | - | - | - | - | - | - | - | - | - | - | 1,550 |
| Subsequent capital expenditure on investment property |
64 | 7,169 | 24 | 59 | 1,129 | 451 | - | - | 4 | 226 | 441 | - | - | 9,567 |
| Disposal of Investment Property | (42,476) | (89,953) | - | - | - | - | - | - | - | - | - | - | - | (132,429) |
| Transfers among segments | 145 | 6,155 | (6,300) | - | - | - | - | - | 2,360 | 8,420 | (10,780) | - | - | - |
| Transfer from property and equipment |
- | 2,263 | - | - | - | - | - | - | - | - | 800 | - | - | 3,063 |
| Transfer to property and equipment |
- | (8,771) | - | - | - | - | - | - | - | - | - | - | - | (8,771) |
| Transfer to inventories | - | - | - | - | - | - | - | - | - | - | (4,120) | - | - | (4,120) |
| Transfer to Assets held for sale | - | - | - | (4,090) | (45,820) | - | - | - | (2,290) | (14,796) | (830) | - | - | (67,826) |
| Net gain / (loss) from the fair value adjustment of investment property |
21 | 4,806 | 1,608 | (325) | (11,113) | (1,601) | 26 | 64 | (856) | 3,751 | (781) | (801) | (66) | (5,267) |
| Fair value at 31.12.2020 | 719,972 | 584,159 | 71,081 | 9,620 | 143,140 | 51,740 | 1,230 | 5,490 | 99,050 | 46,305 | 89,708 | 9,600 | 86,920 | 1,918,015 |
1 The segment "Other" in Greece includes hotels, student housing, commercial warehouses, storage spaces, archives, petrol stations and parking spaces.
2 The segment "Other" in Italy relates to land plot and storage space.
3 The segment "Other" in Cyprus relates to hotels, land plot, storage space and other properties with special use.
| The segment "Retail" is further analysed as below: | |||
|---|---|---|---|
| ---------------------------------------------------- | -- | -- | -- |
| Country | Greece | Italy | Romania | Cyprus | Bulgaria | 31.12.2020 | ||
|---|---|---|---|---|---|---|---|---|
| Segment | Retail big boxes & high street retail |
Bank Branches |
Retail big boxes & high street retail |
Bank Branches |
Bank Branches |
Retail big boxes & high street retail |
Retail big boxes & high street retail |
Total |
| Level | 3 | 3 | 3 | 3 | 3 | 3 | 3 | |
| Fair value at 01.01.2020 | 271,834 | 484,321 | 10,396 | 3,580 | 1,204 | 99,832 | 10,401 | 881,568 |
| Additions: | ||||||||
| Direct acquisition of investment property |
4,620 | - | - | - | - | - | - | 4,620 |
| Acquisitions other than through business combinations |
1,443 | - | - | - | - | - | - | 1,443 |
| Subsequent capital expenditure on investment property |
64 | - | 59 | - | - | 4 | - | 127 |
| Disposal of Investment Property | (384) | (42,092) | - | - | - | - | - | (42,476) |
| Transfers among segments | (1,488) | 1,633 | - | - | - | 2,360 | 2,505 | |
| Transfer to Held for sale | - | - | (4,090) | - | - | (2,290) | - | (6,380) |
| Net gain / (loss) from the fair | ||||||||
| value adjustment of investment property |
871 | (850) | (295) | (30) | 26 | (856) | (801) | (1,935) |
| Fair value at 31.12.2020 | 276,960 | 443,012 | 6,070 | 3,550 | 1,230 | 99,050 | 9,600 | 839,472 |
All amounts expressed in € thousand, unless otherwise stated
Information about fair value measurements of investment property per business segment and geographical area for September 30, 2021:
| Country | Segment | Fair Value | Valuation Method | Monthly market rent |
Discount rate (%) | Capitalization rate (%) |
|---|---|---|---|---|---|---|
| Greece | Retail big boxes & high street retail |
291,943 | 15%-20% market approach and 80%-85% discounted cash flows (DCF) |
1,610 | 6.35% - 10.87% |
5,35% - 9.50% |
| Greece | Bank Branches | 437,824 | 15%-20% market approach and 80%-85% DCF | 1,975 | 6.79% - 9.89% |
5.50% - 8.50% |
| Greece | Offices | 640,952 | 15%-20% market approach and 80%-85% DCF | 3,467 | 7.23% - 9.87% |
6.00% - 8.50% |
| Greece | Other1 | 96,254 | 0%-15%-20% market approach and 80%-85%-100% DCF | 446 | 8.70% - 10.35% |
7.55% -10.00% |
| Italy | Retail big boxes & high street retail |
65,150 | 0% market approach and 100% DCF | 464 | 6.00% - 9.80% |
5.40% - 8.70% |
| Italy | Bank Branches | 3,550 | 0% market approach and 100% DCF | 18 | 6.30% | 5.15% |
| Italy | Offices | 204,650 | 0% market approach and 100% DCF | 1.355 | 5.68% - 10.00% |
5.25% - 7.50% |
| Italy | Other2 | 51,000 | 0% market approach and 100% residual method | - | 6.40% | - |
| Italy | Other3 | 435 | 0% market approach and 100% direct capitalization method |
2 | - | 4.60% |
| Italy | Other4 | 18,615 | 0% market approach and 100% DCF | 52 | 4.00% - 8.72% |
6.56% - 7.25% |
| Romania | Bank Branches | 1,241 | 15% market approach and 85% DCF | 11 | 9.13% - 10.39% |
7.75% - 9.00% |
| Romania | Offices | 5,452 | 15% market approach and 85% DCF | 31 | 9.13% - 9.14% |
7.75% |
| Cyprus | Retail big boxes & high street retail |
99,534 | 15%-20% market approach and 80%-85% DCF |
486 | 6.71% - 8.00% |
5.00% - 6.50% |
| Cyprus | Offices | 45,583 | 0%-20% market approach and 80%-100% DCF or 0% market approach and 100% residual method |
238 | 7.01% - 8.01% |
5.50% - 6.50% |
| Cyprus | Other5 | 89,800 | 0% -20% market approach and 80%-100% DCF or 0% market approach and 100% residual method |
142 | 6.76% - 16.85% |
5.25% - 9.00% |
| Bulgaria | Retail big boxes & high street retail |
9,451 | 0% market approach and 100% DCF | 158 | 10.49% | 8.50% |
| Bulgaria | Offices | 87,050 | 20% market approach and 80% DCF | 536 | 9.04% | 7.50% |
| 2,148,484 |
1 The segment "Other" in Greece include hotels, storage spaces, archives, petrol stations and parking spaces.
2 The segment "Other" in Italy relates to land plot.
3 The segment "Other" in Italy relates to storage space.
4 The segment "Other" in Italy relates to logistics and parking space.
5 The segment "Other" in Cyprus relates to hotels, land plot, storage spaces and other properties with special use.
All amounts expressed in € thousand, unless otherwise stated
Information about fair value measurements of investment property per business segment and geographical area for December 31, 2020:
| Country | Segment | Fair Value | Valuation Method | Monthly market rent |
Discount rate (%) | Capitalization rate (%) |
|---|---|---|---|---|---|---|
| Greece | Retail big boxes & high street retail |
276,960 | 15%-20% market approach and 80%-85% discounted cash flows (DCF) |
1,540 | 6.78% - 11.23% |
5.50% - 10.00% |
| Greece | Bank Branches | 443,012 | 15%-20% market approach and 80%-85% DCF | 1,987 | 6.83% - 9.89% |
5.75% - 8.50% |
| Greece | Offices | 584,159 | 15%-20% market approach and 80%-85% DCF | 3,182 | 6.95% - 11.56% |
6.25% - 9.00% |
| Greece | Other1 | 71,081 | 0%-15%-20% market approach and 80%-85%-100% DCF | 301 | 8.32% - 10.33% |
7.25% - 9.00% |
| Italy | Retail big boxes & high street retail |
6,070 | 0% market approach and 100% DCF | 35 | 5.70% - 7.70% |
5.40% - 6.65% |
| Italy | Bank Branches | 3,550 | 0% market approach and 100% DCF | 18 | 6.05% | 5.15% |
| Italy | Offices | 143,140 | 0% market approach and 100% DCF | 807 | 5.45% - 9.40% |
5.25% - 6.90% |
| Italy | Other2 | 51,300 | 0% market approach and 100% residual method | - | 6.45% | - |
| Italy | Other3 | 440 | 0% market approach and 100% direct capitalization method |
2 | - | 4.60% |
| Romania | Bank Branches | 1,230 | 0% market approach and 100% DCF | 10 | 9.55% - 10.35% |
7.75% - 8.75% |
| Romania | Offices | 5,490 | 0% market approach and 100% DCF | 39 | 9.55% | 7.75% |
| Cyprus | Retail big boxes & high street retail |
99,050 | 20% market approach and 80% DCF |
473 | 5.75% - 8.25% |
5.25% - 7.00% |
| Cyprus | Offices | 46,305 | 20% market approach and 80% DCF | 241 | 4.97% - 7.99% |
5.00% - 6.75% |
| Cyprus | Other4 | 89,708 | 0% -20% market approach and 80%-100% DCF or 0% market approach and 100% residual method |
143 | 5.00% - 11.06% |
4.85% - 10.00% |
| Bulgaria | Retail big boxes & high street retail |
9,600 | 0% depreciated replacement cost method and 100% DCF | 179 | 9.25% | 8.00% |
| Bulgaria | Offices | 86,920 | 0% market approach and 100% DCF | 557 | 8.50% | 7.25% |
| 1,918,015 |
1 The segment "Other" in Greece include hotels, student housing, storage spaces, archives, petrol stations and parking spaces.
4 The segment "Other" in Cyprus relates to hotels, land plot, storage spaces and other properties with special use.
In accordance with existing Greek REIC legislation, property valuations are supported by appraisals performed by independent professionally qualified valuers who prepare their reports as at June 30 and December 31. The investment property valuation for the consideration of the fair value is performed taking into consideration the high and best use of each property given the legal status, technical characteristics and the allowed uses for each property. In accordance with existing Greek REIC legislation JMD 26294/B1425/19.7.2000, valuations are based on at least two methods.
The last valuation of the Group's properties was performed at June 30, 2021 by independent valuers, as stipulated by the relevant provisions of L.2778/1999, as in force, i.e. the company "Proprius Commercial Property Consultants ΕPE" (representative of Cushman & Wakefield) and jointly the companies "P. Danos & Associates" (representative of BNP Paribas) and "Athinaiki Oikonomiki EPE" (representative of Jones Lang LaSalle) and the company "HVS Hospitality Consulting Services S.A." for the properties outside Italy and the company "Jones Lang LaSalle S.p.A." for the properties in Italy. The impact of COVID-19 in the valuations of the properties as of June 30, 2021 is analysed in Note 2.2.
For the Group's portfolio the market approach and the discounted cash flow (DCF) method were used, for the majority of the valuations. For the valuation of the Group's properties, except for three (3) properties, the DCF method was assessed by the independent valuers to be the most appropriate. The method of income and more specifically the method of discounted cash flows (DCF) is considered the most appropriate for investment properties whose value depends on the income they produce, such as the properties of the portfolio.
Especially, for the valuation of Group's properties in Greece, Cyprus and Romania, the DCF method was used in all properties, except for one property in Cyprus as mentioned below, and in the most properties the market approach. For the weighing of the two methods (DCF and market approach), the rates 80%, 85% or 100% for the DCF method and 20%, 15% or 0%, respectively, for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, such as the properties of our portfolio, transact in the market.
For the retail property in Bulgaria, two methods were used, the DCF method and the market approach. For the weighing of the two methods the rates 100% for the DCF method and 0% for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, as the appraised one, transact in the market.
For the office property in Bulgaria, two methods were used, the DCF method and the market approach. For the weighing of the two methods (DCF and market approach), the rates 100% for the DCF method and 0% for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, as the appraised one, transact in the market, while the property is under development thus the other methods are considered as less appropriate.
For the properties in Italy, which constitute commercial properties (offices and retail) and storage spaces, the independent valuers used two methods, the DCF method and the market approach, except for the property located at Via Vittoria12, in Ferrara, for which the direct capitalization method and the market approach were used, as shown in the table above. For the weighing of the two methods the rates 100% for the DCF and direct capitalisation methods and 0% for the market approach have been applied. The increased weighting for the DCF and direct capitalisation methods is due to the fact that these methods reflect more effectively the manner in which investment properties, as the appraised ones, transact in the market and represents the common appraisal practice, while the value derived by using the market approach is very close to the one derived by using the DCF and direct capitalisation methods.
Specifically, for the property in Torvaianica area, in the municipality of Pomezia, Rome, and the property owned by the company Aphrodite Springs Public Limited, in Paphos, Cyprus which are land plots with development potential, two methods were used, the residual method and the market approach, as shown in the table above. For the weighing of the two methods the rates 100% for the residual method and 0% for the market approach have been applied. The increased weighting for the residual method is due to the fact that the valuers take into consideration the current development plan, which is difficult to be considered by using another method, and that the value derived by using the market approach is very close to the one derived by using the residual method.
The abovementioned valuation had as a result a net gain from fair value adjustment of investment property amounting to €57,267 for the Group and €48,795 for the Company (June 30, 2020: net loss of €5,482 for the Group and net gain of €1,309 for the Company) (excluding the loss of €20 as of June 30, 2021 and the loss of €1,054 of June 30, 2020 from discontinued operations (Note 14)).
Were the discount rate as at June 30, 2021, used in the DCF analysis, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be lower by €110,763 or higher by €112,857, respectively.
Were the capitalization rate as at June 30, 2021 used in the DCF analysis, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be lower by €59.241 or higher by €72,721, respectively.
Were the sale price per square meter of the future development of residencies as at June 30, 2021 used in the valuation to determine the fair value of the land plot owned by the company Aphrodite Springs Public Limited in Paphos, Cyprus, different by +/- 10% from Management's estimates, the carrying amount of investment property would be estimated to be €18,800 higher or €18,800 lower, respectively.
Were the construction cost per square meter of the future development of residencies as at June 30, 2021 used in the valuation to determine the fair value of the land plot owned by the company Aphrodite Springs Public Limited, in Paphos, Cyprus, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be lower by €11,800 or higher by €11,800 respectively.
Were the sales price/rental value of the development as at June 30, 2021, used in the valuation to determine the fair value of the land plot in Italy, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be higher by €59,500 higher or negative, respectively.
Were the construction cost of the development as at June 30, 2021, used in the valuation to determine the fair value of the land plot in Italy, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be negative or €51,800 higher, respectively.
All amounts expressed in € thousand, unless otherwise stated
| Group | Land and buildings (Administrative Use) |
Land and buildings (Hotel & Other Facilities) |
Motor vehicles |
Fixtures and equipment |
Leasehold improvements |
Assets under construction & Advances |
Right-of use Asset |
Total |
|---|---|---|---|---|---|---|---|---|
| Cost or Fair value | ||||||||
| Balance at January 1, 2020 | 2,435 | 104,114 | 9 | 8,307 | 66 | 1 | 1,631 | 116,563 |
| Additions | 605 | 544 | - | 2,063 | - | - | 943 | 4,155 |
| Transfer to investment property (Note 6) |
(2,436) | (800) | - | - | - | - | - | (3,236) |
| Transfer from investment property (Note 6) |
8,771 | - | - | - | - | - | - | 8,771 |
| Disposals | - | - | - | (23) | - | - | - | (23) |
| Other | - | - | - | - | - | - | (56) | (56) |
| Transfer to assets held for sale (Note 14) |
- | (103,858) | - | (8,643) | - | - | (1,921) | (114,422) |
| Balance at December 31, 2020 | 9,375 | - | 9 | 1,704 | 66 | 1 | 597 | 11,752 |
| Accumulated depreciation | ||||||||
| Balance at January 1, 2020 | (314) | (4,166) | (9) | (1,567) | (4) | - | (468) | (6,528) |
| Depreciation charge | (114) | (1.241) | - | (1.649) | (10) | - | (726) | (3,740) |
| Transfer to investment property (Note 6) |
317 | - | - | - | - | - | - | 317 |
| Impairment | - | (6,650) | - | - | - | - | - | (6,650) |
| Disposals | - | - | - | 18 | - | - | - | 18 |
| Other | - | - | - | - | - | - | 21 | 21 |
| Transfer to assets held for sale | - | 12,057 | - | 2,646 | - | - | 1,036 | 15.739 |
| Balance at December 31, 2020 | (111) | - | (9) | (552) | (14) | - | (137) | (823) |
| Net book value at December 31, 2020 | 9,264 | - | - | 1,152 | 52 | 1 | 460 | 10,929 |
| Cost or Fair value | ||||||||
| Balance at January 1, 2021 |
9,375 | - | 9 | 1,704 | 66 | 1 | 597 | 11,752 |
| Additions | 87 | - | - | 34 | - | - | - | 121 |
| Additions through acquisition of subsidiary (Note 8) | - | - | - | - | - | - | 23 | 23 |
| Other | - | - | - | - | - | - | 2 | 2 |
| Balance at September 30, 2021 |
9,462 | - | 9 | 1,738 | 66 | 1 | 622 | 11,898 |
| Accumulated depreciation | ||||||||
| Balance at January 1, 2021 |
(111) | - | (9) | (552) | (14) | - | (137) | (823) |
| Depreciation charge | (101) | - | - | (211) | (8) | - | (72) | (392) |
| Balance at June 30, 2021 |
(212) | - | (9) | (763) | (22) | - | (209) | (1,215) |
| Net book value at September 30, 2021 |
9,250 | - | - | 975 | 44 | 1 | 413 | 10,683 |
The category "Land and buildings - Hotel & Other Facilities" comprises of the properties of Aphrodite Hills Resort Limited and The Cyprus Tourism Development Company Limited. The above companies as of December 31, 2020 were classified as held for sale. Aphrodite Hills has the only certified PGA National Cyprus golf course in Cyprus, as well as hotel facilities and other properties related to the use, operation and exploitation of the resort. CTDC is the owner of the 5* hotel "The Landmark Nicosia" in Cyprus. On April 1, 2021 the sale of the 45% of MHV, which owns the 100% of the shares of CTDC, and on August 11, 2021 the sale of the 15% of Aphrodite Hills Resort Limited was completed and thus the companies are Investments in Joint Ventures (Note 10).
| Company | Land and buildings (Administrative use) |
Motor vehicles |
Fixtures and equipment |
Right-of use Asset |
Total |
|---|---|---|---|---|---|
| Cost | |||||
| Balance at January 1, 2020 | 2,435 | 9 | 657 | 247 | 3,348 |
| Additions | 605 | - | 1,037 | 255 | 1,897 |
| Transfer to investment property (Note 6) | (2,436) | - | - | - | (2,436) |
| Transfer from investment property (Note 6) | 8,771 | - | - | - | 8,771 |
| Other | - | - | - | (54) | (54) |
| Balance at December 31, 2020 | 9,375 | 9 | 1,694 | 448 | 11,526 |
| Accumulated depreciation | |||||
| Balance at January 1, 2020 | (314) | (9) | (325) | (67) | (715) |
| Depreciation charge | (114) | - | (221) | (74) | (409) |
| Transfer to investment property (Note 6) | 317 | - | - | - | 317 |
| Other | - | - | - | 21 | 21 |
| Balance at December 31, 2020 | (111) | (9) | (546) | (120) | (786) |
| Net book value at December 31, 2020 | 9,264 | - | 1,148 | 328 | 10,740 |
| Cost | |||||
| Balance at January 1, 2021 | 9,375 | 9 | 1,694 | 448 | 11,526 |
| Additions | 87 | - | 34 | - | 121 |
| Balance at September 30 2021 | 9,462 | 9 | 1,728 | 448 | 11,647 |
| Accumulated depreciation | |||||
| Balance at January 1, 2021 | (111) | (9) | (546) | (120) | (786) |
| Depreciation charge | (101) | - | (211) | (39) | (370) |
| Balance at September 30 2021 | (212) | (9) | (757) | (159) | (1,156) |
| Net book value at September 30, 2021 | 9,250 | - | 971 | 289 | 10,491 |
The category ''Land and buildings'' of the Group and the Company comprise of the owner-occupied property of the Company located at 9, Chrisospiliotissis Street, Athens, used for administration purposes.
The borrowings of the Group and the Company are secured on land and buildings of the Company and the Group (Note 19).
On March 26, 2021, the Company proceeded with the acquisition of a majority stake of 80% of the shares of the company CI Global RE S.a.r.l. SICAF-RAIF (hereinafter "CI Global") in Luxembourg (representing 46.2% of the CI Global's economic rights). CI Global owns the units of Fondo Tarvos - Fondo Comune di Investimento Alternativo Immobiliare di Tipo Chiuso Riservato (hereinafter ''Tarvos Fund'') which owns 11 commercial properties in Italy. The acquisition was accounted for as a business combination. Therefore, all transferred assets and liabilities of CI Global were valued at fair value. Until the date of the approval of the Interim Financial Statements the fair values of assets, liabilities and non-controlling interests as of the date of acquisition are not final.
The following table summarizes the provisional fair values of assets and liabilities of CI Global as of the date of acquisition, which is March 26, 2021:
| 26.03.2021 | |
|---|---|
| ASSETS | |
| Investment Property | 105,610 |
| Cash and cash equivalents | 5,363 |
| Other assets | 1,417 |
| Total assets | 112,390 |
| LIABILITIES | |
| Borrowings | (35,823) |
| Other liabilities | (4,570) |
| Total liabilities | (40,394) |
| Fair value of acquired interest in net assets | 71,996 |
| Νon-controlling interests over the Fair value of acquired net assets | (38,735) |
| Negative Goodwill | (8,846) |
| Total purchase consideration | 24,415 |
Source: Unaudited financial information
The consideration for the acquisition of CI Global amounted to €24,415 out of which amount €11,259 was in cash and amount €13,156 in share exchange in the context of the acquisition of the 20% of the shares of the company Picasso (Note 9). The consideration was lower than the fair value of the net assets acquired of amount €33,261 and the gain (negative goodwill) amounted to €8,846 was recognized directly in the Interim Condensed Income Statement for six-month period ended September 30, 2021 in line "Negative goodwill from acquisition of subsidiaries".
The acquired subsidiary contributed €3,337 in the revenue and €1,530 in the profit of the period from the day of its acquisition until September 30, 2021. If the above acquisition had occurred on January 1, 2021, with all other variables held constant, Group's revenue for the nine-month period ended September 30, 2021 would have been €100,196 and Group's profit from continuing operations for the nine-month period ended September 30, 2021 would have been €121,619.
On July 23, 2021 the Company acquired the remaining 51% of the shares of Panterra SA. Real Estate Development and Utilization (hereinafter "Panterra"). Upon completion of the acquisition, the Company holds 100% of the shares of Panterra. Panterra owns two under construction office buildings on Syggrou Avenue, Lagoumitzi and Evridamantos Streets in Athens, for one of which a binding preliminary agreement has been signed for its sale (inventory) while the second is an investment property. The consideration for the acquisition of Panterra shares amounted to €15,324 (taking into account the liabilities and the assets of Panterra). The acquisition was accounted for as asset acquisition.
The assets and liabilities that was recognized in the Statement of Financial Position at the date of acquisition were:
| 23.07.2021 | |
|---|---|
| ASSETS | |
| Investment Property (Note 6) | 20,029 |
| Inventory | 21,057 |
| Cash and cash equivalents | 3,616 |
| Other assets | 1,222 |
| Total assets | 45,924 |
| LIABILITIES | |
| Borrowings | (5,012) |
| Other liabilities | (10,864) |
| Total liabilities | (15,876) |
| Fair value of net assets | 30,048 |
| Fair value of acquired interest in net assets (51%) | 15,324 |
| Total purchase consideration for the 51% of the shares | 15,324 |
Source: Unaudited financial information
On July 23, 2021, the Company concluded the acquisition of 100% of the shares of the company "New Metal Expert M.IKE" (hereinafter "New Metal"). The company is the owner of a complex of two leased Logistics Centers in Aspropyrgos, Attica, of a total area of 23.8 thousand sq.m. The consideration for the acquisition amounted to €12,438 (taking into account the liabilities and the assets of New Metal). From the total consideration an amount of €7,030 had been paid as advance payment (Note 11), amount of €3,794 was paid the same day while amount €1,614 was recognized as liability. The acquisition was accounted for as asset acquisition.
The assets and liabilities that was recognized in the Statement of Financial Position at the date of acquisition were:
| 23.07.2021 | |
|---|---|
| ASSETS | |
| Investment Property (Note 6) | 14,554 |
| Cash and cash equivalents | 20 |
| Other assets | 1,124 |
| Total assets | 15,698 |
| LIABILITIES | |
| Borrowings | (2,401) |
| Other liabilities | (859) |
| Total liabilities | (3,260) |
| Fair value of net assets | 12,438 |
| Total purchase consideration | 12,438 |
Source: Unaudited financial information
| Country of Unaudited tax Subsidiaries 30.09.2021 31.12.2020 30.09.2021 incorporation years Karolou Touristiki S.A. Greece 2015-2020 100.00% 100.00% 100.00% Anaptixi Fragokklisia Real Estate S.A. Greece 2018-2020 100.00% 100.00% 100.00% Irinna Ktimatiki S.A. Greece 2017-2020 100.00% 100.00% 100.00% ILDIM M. IKE Greece 2018-2020 100.00% 100.00% 100.00% MILORA M.IKE Greece 2019-2020 100.00% 100.00% 100.00% New Metal Expert M.IKE Greece 2018-2020 100.00% - 100.00% - |
31.12.2020 100.00% 100.00% 100.00% 100.00% 100.00% - 99.96% 100.00% 100.00% 100.00% 100.00% |
|---|---|
| Panterra SA. Greece 2019-2020 100.00% - 100.00% |
|
| Egnatia Properties S.A. Romania 2015-2020 99.96% 99.96% 99.96% |
|
| PNG Properties EAD Bulgaria 2017-2020 100.00% 100.00% 100.00% |
|
| I&B Real Estate EAD Bulgaria 2016-2020 100.00% 100.00% 100.00% |
|
| Quadratix Ltd. Cyprus 2016-2020 100.00% 100.00% 100.00% |
|
| Lasmane Properties Ltd. Cyprus 2016-2020 100.00% 100.00% 100.00% |
|
| Aphrodite Hills Resort Limited (1) Cyprus 2016-2020 60.00% 60.00% 60.00% 60.00% |
|
| Aphrodite Hotels Limited (1) Cyprus 2016-2020 60.00% 60.00% - - |
|
| Aphrodite Hills Property Management Limited (1) Cyprus 2016-2020 60.00% 60.00% - - |
|
| The Aphrodite Tennis and Spa Limited (1) Cyprus 2016-2020 60.00% 60.00% - - |
|
| Aphrodite Hills Services Limited (1) Cyprus 2016-2020 60.00% 60.00% - - |
|
| Aphrodite Springs Public Limited Cyprus 2015-2020 96.22% 60.00% 96.22% |
60.00% |
| MHV Mediterranean Hospitality Venture Limited (1) Cyprus 2018- 2020 - 90.00% - |
90.00% |
| The Cyprus Tourism Development Company Limited (1) Cyprus 2015-2020 - 90.00% - - |
|
| CYREIT AIF Variable Investment Company Plc Cyprus 2018-2020 88.23% 88.23% 88.23% |
88.23% |
| Letimo Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Elizano Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Artozaco Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Consoly Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Smooland Properties Ltd. (3) Cyprus 2013-2020 88.23% 88.23% - - |
|
| Threefield Properties Ltd. (3) Cyprus 2015-2020 88.23% 88.23% - - |
|
| Bascot Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Nuca Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Vanemar Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Alomnia Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Kuvena Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Azemo Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Ravenica Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Wiceco Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Lancast Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Rouena Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Allodica Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Vameron Properties Ltd. (3) Cyprus 2015-2020 88.23% 88.23% - - |
|
| Orleania Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Primaco Properties Ltd. (3) Cyprus 2016-2020 88.23% 88.23% - - |
|
| Arleta Properties Ltd. (3) Cyprus 2017-2020 88.23% 88.23% - - |
|
| Nash S.r.L. Italy 2015-2020 100.00% 100.00% 100.00% |
100.00% |
| Prodea Immobiliare SrL Italy - 80.00% 80.00% 80.00% |
80.00% |
| Picasso Lux S.a.r.l. SICAF-RAIF(2) Luxembourg - 80.00% - 80.00% - |
|
| Picasso Fund(4) Italy 2015-2020 80.00% 100.00% - |
100.00% |
| CI Global RE S.a.r.l. SICAF-RAIF(2) Luxembourg - 80.00% - 80.00% - |
|
| Tarvos Fund(5) Italy 2015-2020 80.00% - - - |
|
| Euclide S.r.l. (5) Italy 2015-2020 80.00% - - - |
(1) The company Aphrodite Hills Resort Limited and its subsidiaries have been classified as "Assets held for sale" (Note 14).
(2) The Company owns 80% of the share capital of the companies Picasso Lux S.a.r.l. SICAF-RAIF and CI Global RE S.a.r.l. SICAF-RAIF representing 46.2% of the economic rights of those companies.
(3) These companies are 100% subsidiaries of the company CYREIT AIF Variable Investment Company Plc.
(4) The company Picasso Fund is 100% subsidiary of Picasso Lux S.a.r.l. SICAF-RAIF.
(5) The companies Tarvos Fund and Euclide S.r.l. are 100% subsidiaries of the company CI Global RE S.a.r.l. SICAF-RAIF.
The subsidiaries are consolidated with the full consolidation method.
The financial years 2015 up to 2020 of Karolou Touristiki S.A. have been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificates were issued with no qualification. Until the date of approval of the Interim Financial Statements, the tax audit by the statutory auditor for the year 2020 has not been completed.
The financial years 2018 up to 2020 for the companies Irina Ktimatiki S.A. and Anaptixi Fragokklisia Real Estate S.A. has been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificates were issued with no qualification. The financial year 2018 of ILDIM M.IKE has not been audited for tax purposes from the Greek tax authorities and consequently the tax obligations for this year are not considered as final. However, the Management estimates that the results of future tax audits may conducted by the tax authorities, will not have a material effect on the financial position of the Company. The financial year 2019 has been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificate was issued with no qualification. Until the date of approval of the Interim Financial Statements, the tax audit by the statutory auditor for the year 2020 has not been completed.
According to POL. 1006/05.01.2016, the companies for which a tax audit certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore, the tax authorities may come back and conduct their own tax audit. However, the Management estimates that the results of future tax audits may conducted by the tax authorities, will not have a material effect on the financial position of the companies.
Below is presented an analysis of the cost of investments in subsidiaries as it is presented in the Company's Interim Condensed Statement of Financial Position as of September 30, 2021 and December 31, 2020:
| Cost of Investment | 30.09.2021 | 31.12.2020 |
|---|---|---|
| Nash S.r.L. | 52,720 | 52,510 |
| Picasso Fund | - | 80,753 |
| Egnatia Properties S.A. | 20 | 20 |
| Quadratix Ltd. | 10,802 | 10,802 |
| Karolou Touristiki S.A. | 4,147 | 4,147 |
| PNG Properties EAD | 441 | 151 |
| Lasmane Properties Ltd. | 13,510 | 13,210 |
| Anaptixi Fragokklisia Real Estate S.A. | 17,400 | 17,400 |
| Irina Ktimatiki S.A. | 11,174 | 11,174 |
| I & B Real Estate EAD | 40,142 | 40,142 |
| Aphrodite Springs Public Limited | 7,109 | 2,400 |
| CYREIT AIF Variable Investment Company Plc | 140,437 | 140,437 |
| ILDIM M. IKE | 3,012 | 3,012 |
| Prodea Immobiliare SrL | 10,044 | 1,000 |
| MILORA M.IKE | 1,558 | 1,558 |
| Picasso Lux S.a.r.l. SICAF-RAIF | 41,512 | - |
| CI Global RE S.a.r.l. SICAF-RAIF | 25,225 | - |
| Total | 424,439 | 378,716 |
On February 9, 2021 the Company contributed an amount of €8,500 as capital contribution in the company Picasso Fund.
On March 17, 2021 the Company contributed an amount of €48 as capital contribution in the subsidiary Prodea Immobiliare SrL.
In March 2021, the Company signed a framework agreement with an international investment vehicle with a view to form a collaboration in the Italian commercial real estate market. In this context, on March 23, 2021, the Company proceeded with the establishment of the company Picasso Lux S.a.r.l. SICAF-RAIF (hereinafter "Picasso Lux") in Luxembourg, by the contribution in kind of all of the shares of Picasso Fund and a cash contribution of €600. On March 26, 2021, the Company proceeded with the disposal of 20% of the shares of Picasso Lux (representing 53.8% of the Picasso Lux's economic rights) for a total consideration of €65,518 and at the same time, the Company proceeded with the acquisition of a majority stake of 80% of the shares of the company CI Global RE S.a.r.l. SICAF-RAIF (hereinafter "CI Global") in Luxembourg (representing 46.2% of the CI Global's economic rights) for a consideration of €24,415. The purpose of the cooperation is to increase the value of the properties owned by Picasso Fund and Tarvos Fund and to maximize the returns of the Company and its shareholders, through the merger of Picasso Lux and GI Global in Luxembourg on one hand and of Picasso Fund and Tarvos Fund in Italy on the other hand. In this context, the Company received an amount of €10,329 while the remaining net amount of €30,774 is included in trade receivables in the Interim Condensed Statement of Financial Position of the Group and the Company as of June 30, 2021 (Note 11). The gain for the Company from the disposal of 20% of the shares of Picasso Fund amounted to €17,178 and is included in the item "Gain from disposal of subsidiaries" in the Interim Condensed Income Statement for the nine-month period ended September 30, 2021.
On April 1, the sale of 45% of the Company's stake in MHV Mediterranean Hospitality Venture Limited (hereinafter "MHV") and in The Cyprus Tourism Development Company Limited, a 100% subsidiary of MHV was completed (Note 10).
On April 7, 2021, the Company acquired an additional percentage (36.22%) for a consideration of €4,709 in its subsidiary Aphrodite Springs Public Limited. Upon completion of the transaction, the Company holds 96.22% of the share capital of Aphrodite Springs Public Limited.
On April 29, 2021, the General Meeting of Shareholders of PNG Properties EAD decided to increase its share capital by €290 (BGN 567,191) with the issue of 567,191 new shares with a nominal value of BGN 1.
On May 11, 2021 the Company contributed an amount of €210 to its subsidiary Nash S.r.L. as capital contribution.
On July 23, 2021, the Company completed the acquisition of the shares of the company "New Metal Expert M.IKE" (hereinafter "New Metal"). The company is owner of a complex of two leased Logistics Centers in Aspropyrgos, Attica. The consideration for the acquisition of the company amounted to €12,438 (Note 8). On the same day, the General Meeting of New Metal, approved the share capital increase by €2,700 by issuing 270,000 shares with a nominal value of €10 each.
On July 23, 2021 the Company acquired the remaining 51% of the shares of Panterra SA. Real Estate Development and Utilization (hereinafter "Panterra"), which owns two under construction office buildings on Syggrou Avenue, Lagoumitzi and Evridamantos Streets in Athens. The Company already owned 49% of the shares of Panterra and the cost of participation in the books of the Company amounted to €7,791, taking into account the share capital increase of the company which was decided by the Extraordinary General Meeting of Panterra Shareholders on May 17, 2021 and for which the Company had paid an amount of € 2,058 in proportion to its participation in the share capital of Panterra. At the date of the transaction, the 49% of the shares held by the company were measured at fair value (€14,724), based on the Company's policy. The profit due to the remeasurement at a fair value of €6,932 was recorded in the item " Gain from acquiring control in subsidiary " in the Interim Statement of Income for the ninemonth period ended September 30, 2021. The consideration for the acquisition of 51% of amounted to € 15,324 (Note 8).
On August 11, 2021 the disposal of the 15% of Aphrodite Hills Resort Limited was completed (Note 10).
It is noted that the annual financial statements of the consolidated non-listed subsidiaries of the Group are available on the Company's website address (https://prodea.gr/).
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Investments in joint ventures | Country | Unaudited tax years |
30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 |
| EP Chanion S.A. | Greece | 2015 - 2020 | 40% | 40% | 40% | 40% |
| Panterra S.A. | Greece | 2019 - 2020 | - | 49% | 49% | 49% |
| RINASCITA S.A. | Greece | 2018 - 2020 | 35% | 35% | 35% | 35% |
| PIRAEUS TOWER S.A. | Greece | 2020 | 30% | 30% | 30% | 30% |
| MHV Mediterranean Hospitality Venture Limited |
Cyprus | 2018 - 2020 | 45% | - | 45% | - |
On April 1, the sale of 45% of the Company's stake in MHV Mediterranean Hospitality Venture Limited and The Cyprus Tourism Development Company Limited, a 100% subsidiary of MHV, was completed (Note 9). Upon completion of the sale, MHV is a joint venture. The consideration amounted to €26,803 of which €12,073 was collected on the same day while the remaining amount of €14,730 will be collected in accordance with the terms of the purchase agreement and has been recorded in the trade receivables in the Interim Condensed Financial Statement of the Group and the Company as of 30 September 2021 (Note 11). The sale of MHV resulted in a profit for the Company amounting to a total €1,990 (gain of €995 from the disposal of the investment and gain of €995 from the remeasurement of the remaining investment in fair value, which represents the deemed cost of the remaining investment in joint ventures) which was recorded in the item " Gain from disposal of subsidiaries " in the Interim Condensed Income Statement of the Company for the nine-month period ended September 30, 2021.
On April 7, 2021, the shareholders of MHV approved the share capital increase of the company for a total amount of €143,449 for the implementation of its business plans. The Company, in the context of the share capital increase of MHV, on the same day paid an amount of €64,552, in proportion to its percentage participation in MHV. Following the share capital increase, on April 9, 2021 MHV acquired 100% of the shares of Parklane Hotels Limited, owner of the luxury hotel complex Parklane, a Luxury Collection Resort & Spa Limassol and the Park Tower consisting of 20 luxury apartments in Limassol Cyprus. The consideration for the acquisition of Parklane Hotels Limited was lower than the fair value of the assets acquired and the negative goodwill of €14,097, in proportion to the Company's investment in MHV, is included in the profit from the investment in MHV of €12,945. Additionally, on May 12, 2021 MHV acquired 100% of the shares of Porto Heli Hotel & Marina S.A., owner of the hotel Nikki Beach Resort & Spa in Greece.
On August 11, 2021, the sale of 15% of the Company's participation in Aphrodite Hills Resort Limited was completed. The total consideration for the transfer of 15% of the participation and the transfer of the proportionate of the shareholder loan (15%) amounted to €8,000, of which € 1,452 was collected on the same day, € 1,452 will be collected in accordance with the terms of the agreement and has been recorded in the trade receivables in the Interim Condensed Financial Statement of the Group and the Company as of September 30, 2021 (Note 11), while an amount of €5,095 relates to the transfer of 15% of the shareholder loan.
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Investments in joint ventures | ||||
| EP Chanion S.A. | 3,526 | 3,533 | 3,920 | 3,920 |
| Panterra S.A. | - | 10,182 | 7,791 | 5,733 |
| RINASCITA S.A. | 2,677 | 1,356 | 1,401 | 1,401 |
| PIRAEUS TOWER S.A. | 1,013 | 924 | 870 | 870 |
| MHV | 106,186 | - | 91,354 | - |
| Aphrodite Hills Resort Limited | 9,038 | - | 8,715 | - |
| Total | 122,440 | 15,995 | 106,260 | 11,924 |
As of September 30, 2021, the Group's share of profit of joint ventures amounted to €18,720 as analysed below:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Trade receivables | 74,128 | 65,790 | 65,302 | 59,489 |
| Trade receivables from related parties (Note 32) | 14 | 9 | 14 | 9 |
| Receivables from Greek State | 7,360 | 3,491 | 3,191 | 2,083 |
| Prepaid expenses | 3,678 | 584 | 2,574 | 383 |
| Other receivables | 17,015 | 8,969 | 15,386 | 7,560 |
| Other receivables from related parties (Note 32) | 1,630 | - | 21,178 | - |
| Less: Provisions for expected credit loss | (3,621) | (2,661) | (1,208) | (910) |
| Total | 100,204 | 76,182 | 10,437 | 68,614 |
As of September 30, 2021, the trade receivables of the Group and the Company includes the following:
As of December 31, 2020 the trade receivables of the Group and the Company includes an amount of €54,237 relating to the remaining consideration from the disposal of eighteen properties in December 2020. The aforementioned amount was received on April 27, 2021.
The Group's and the Company's trade receivables as of September 30, 2021 include an amount of €682 and €647, respectively, (December 31, 2020: €207 for the Group and €165 for the Company, respectively) relating to lease incentives under certain lease agreements. The accounting treatment of these incentives, according to the relevant accounting standards, provides for their partial amortisation over the life of each lease.
Company's receivables from Greek State mainly relate to capital accumulation tax of €1,752 paid by the Company at September 16, 2014 and September 17, 2014. Upon payment of this tax, the Company expressed its reservation on the obligation to pay the tax and at the same time it requested the refund of this amount as a result of paragraph 1, article 31 of L.2778/1999, which states that "the shares issued by a REIC and the transfer of properties to a REIC are exempt of any tax, fee, stamp duty, levies, duties or any other charge in favor of the State, public entities and third parties in general". Regarding the payment of the aforementioned tax, because of the lack of response of the relevant authority after a three-month period, the Company filed an appeal. The Company's Management, based on the opinion of its legal counsels and the fact that on May 27, 2020 the Company received the amount of €5,900 related to capital accumulation tax paid by the Company on April 14, 2010 considers that the reimbursement of the remaining amount is virtual certain.
The analysis of other receivables is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Prepayments for the acquisition of companies | 14,585 | 7,030 | 14,585 | 7,030 |
| Other | 2,430 | 1,939 | 801 | 530 |
| Total | 17,015 | 8,969 | 15,386 | 7,560 |
The category ''Prepayments for acquisition of companies'' of the Group and the Company on September 30, 2021 includes an advance payment of €5,965 which on December 31, 2020 was included in the long-term receivables and an additional advance for acquisition of companies amounting to €8,620 which was paid within 2021. On July 23, 2021, the acquisition of the company New Metal was completed, for which an advance payment of € 7,030 had been paid within 2020 (Note 8).
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Cash in hand | 2 | 2 | - | 1 |
| Sight and time deposits | 370,786 | 104,840 | 328,064 | 73,242 |
| Total | 370,788 | 104,842 | 328,064 | 73,243 |
The fair value of the Group's cash and cash equivalents is estimated to approximate their carrying value.
As of September 30, 2021,sight and time deposits of the Group and the Company include pledged deposits amounted to €5,000 and €1,506, respectively (December 31, 2020: €6,362 for the Group and €2,546 for the Company, respectively), in accordance with the provisions of the loan agreements.
| Reconciliation to cash flow statement | Group | Company | ||||
|---|---|---|---|---|---|---|
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |||
| Cash in hand | 3 | 18 | 1 | 2 | ||
| Sight and time deposits | 67,571 | 187,081 | 34,049 | 144,284 | ||
| Cash and cash equivalents associated with assets held for sale (Note 14) |
4,258 | - | - | - | ||
| Total | 71,832 | 187,099 | 34,050 | 144,286 |
As of December 31, 2020, the restricted cash of the Group and the Company includes an amount of €80,995 which has been pledged in accordance with the terms of a Company's bond loan and relates to the prepayment of the bond loan due to the disposal of the eighteen properties on December 24, 2020, as a prenotation of mortgage has been established on six of these properties in favour of the financial institution. The Company had given irrevocable instructions to the financial institution to proceed with the prepayment of the bond loan and the financial institution's actions were completed on January 4, 2021.
As of September 30, 2021, the restricted cash include an amount of €3,646 which has been pledged according to the terms of the "green" common bond loan of €300,000 (Note 19).
Assets held for sale as of September 30, 2021 comprise of a property located at 5 Cavour Street, in Rome, Italy of the indirect subsidiary Picasso Fund, a property of the subsidiary Karolou S.A. at 28hs Oktovriou Str, in Patra, Greece and four properties of the Company in the Greece. As of December 31, 2020 assets held for sale comprise of Aphrodite Hills Resort Limited and its subsidiaries, as well as MHV Mediterranean Hospitality Venture Limited and its 100% subsidiary The Cyprus Tourism Development Company Limited, and the property located at 5 Cavour Street, in Rome, Italy of the subsidiary Picasso Fund. The profit or losses from discontinued operations for the period ended September 30, 2021 comprise of the company Aphrodite Hills Resort Limited and its subsidiaries, as well as the results for companies MHV Mediterranean Hospitality Venture Limited and The Cyprus Tourism Development Company Limited until the date of their disposal. The comparative profit or losses from discontinued operations has been restated to include the abovementioned companies.
Within December 2020, the Company's competent bodies resolved on the strategic collaboration between the Company, Invel Real Estate and the Cypriot based YODA Group of Mr. Ioannis Papalekas in the hospitality and tourism sector in the Mediterranean region. In this context, on April 1, 2021 the Company transferred 45% of its interest in MHV Mediterranean Hospitality Venture Limited (hereinafter "MHV") to a company owned by YODA Group, according to the sale and purchase agreement dated December 30, 2020 as amended on March 31, 2021. Upon the completion of the sale, MHV is an investment in joint venture (Note 10). At the same time, the parties extended their cooperation in Aphrodite Hills Resort Limited with the signing of a sale and purchase agreement on April 7, 2021 for the transfer of 15% of the Company's participation in Aphrodite Hills Resort Limited to Papabull Investments Limited (company of YODA Group) for a consideration of €8,000. The approval by the Commission for the Protection of Competition of the Republic of Cyprus was received on June 23, 2021 and the transaction was completed on August 11, 2021. Upon the completion of the sale, Aphrodite Hills Resort Limited will be an investment in joint venture (Note 10).
Within 2020, the Company's competent bodies resolved on the initiation of the process for the sale of a property owned by the subsidiary Picasso Fund located at 5 Cavour Street, in Rome, Italy. The fair value of the property as of September 30, 2021 amounted to €49,400. The investment property is included in the business segments "Retail big boxes & high street retail" and "Offices" and in the geographical segment "Italy".
On March 23, 2021 the Company's competent bodies resolved on the initiation of the process for the sale of one property owned by the subsidiary Karolou S.A. located at 28is Oktovriou Str., in Patra, Greece. The fair value of the property as of June 30, 2021 amounted to €315. The investment property is included in the businesssegments "Retail big boxes & high street retail" and in the geographical segment "Greece".
On July 23, 2021 the competent bodies of the Company resolved on the initiation of the process for the sale of four properties of the Company in Greece. The fair value of the property on September 30, 2021 amounts to € 2,610. The investment properties are included in the functional sectors "Bank Branches" and "Other" and in the geographical sector "Greece".
| Group | ||
|---|---|---|
| From 01.01. to | ||
| 30.09.2021 | 30.09.2020 | |
| Revenue | 15,607 | 17,567 |
| 15,607 | 17,567 | |
| Net gain / (loss) from the fair value adjustment of investment property | (20) | (1,054) |
| Direct property related expenses | (114) | (552) |
| Property taxes-levies | (4) | (6) |
| Personnel expenses | (3,097) | (5,993) |
| Depreciation of property and equipment and amortisation of intangible assets |
(311) | (3,316) |
| Consumables used | (484) | (962) |
| Net change in real estate inventories | (4,384) | (5,117) |
| Net impairment gain / (loss) on financial assets | (143) | 25 |
| Net impairment loss on non-financial assets | (1,023) | (5,444) |
| Gain from disposal of subsidiaries | 6,350 | - |
| Other income | 1,114 | - |
| Other expenses | (6,151) | (7,527) |
| Operating Profit / (Loss) | 7,340 | (12,379) |
| Share of profit of equity method investments | 86 | 51 |
| Finance costs | (1,110) | (2,263) |
| Loss before tax | 6,316 | (14,591) |
| Taxes | 150 | 366 |
| Loss for the period from discontinued operations | 6,466 | (14,225) |
| Attributable to: | ||
| Non-controlling interests | (499) | (4,318) |
| Company's equity holders | 6,965 | (9,907) |
| Other comprehensive income / (loss) for the period from discontinued operations |
- | (1,462) |
| Total comprehensive loss for the period from discontinued operations |
6,466 | (15,687) |
(1)Includes the companies Aphrodite Hills Resort Limited, MHV Mediterranean Hospitality Venture Limited and The Cyprus Tourism Development Company Limited.
| Cash flows from discontinued operations | Group | |
|---|---|---|
| From 01.01. to | ||
| 30.09.2021 | 30.09.2020 | |
| Net cash inflows / (outflows) from operating activities | 3,359 | (1,227) |
| Net cash inflows / (outflows) from investing activities | (372) | (833) |
| Net cash inflows / (outflows) from financing activities | (3,910) | (2,977) |
| Net cash inflows/(outflows) | (923) | (5,037) |
| Group | Company | |||
|---|---|---|---|---|
| No. of shares | Share Capital | Share Premium | ||
| Balance at September 30, 2021 and December 31, 2020 |
255,494,534 | 766,484 | 15,890 | 15,970 |
| Share capital decrease | - | 74,094 | - | - |
| Balance at September 30, 2021 | 255,494,534 | 692,390 | 15,890 | 15,970 |
The total paid up share capital of the Company as of September 30, 2021 amounted to €692,390 divided into 255,494,534 common shares with voting rights with a par value of €2.71 per share. As of December 31, 2020, the total paid up share capital of the Company amounted to €766,484 divided into 255,494,534 common shares with voting rights with a par value of €3.00.
On July 6, 2021 the Extraordinary General Meeting of the Company's shareholders resolved on the decrease of the share capital of the Company by €74,094 by the decrease of the par value of each of the 255,494,534 common shares from €3.00 to €2.71 per share for the purpose of returning capital by paying cash to shareholders.
The Company does not hold own shares.
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Statutory reserve | 35,886 | 30,886 | 34,798 | 30,134 |
| Special reserve | 323,987 | 323,987 | 323,987 | 323,987 |
| Other reserves | 665 | 611 | 142 | 142 |
| Total | 360,538 | 355,484 | 358,927 | 354,263 |
According to article 44 of C.L.2190/1920, as in force, the Company is required to withhold from its net profit a percentage of 5% per year as statutory reserve until the total statutory reserve amounts to the 1/3 of the paid share capital. The statutory reserve cannot be distributed throughout the entire life of the Company.
Special reserve amounting to €323,987 relates to the decision of the Extraordinary General Meeting of the Company's Shareholders held on August 3, 2010 to record the difference between the fair value and the tax value of the contributed properties at September 30, 2009 by NBG, established upon the incorporation of the Company.
The Other Equity of the Group as at 31 December 2020 includes an amount of €7,403 which related to a liability, which was recognized directly in the Equity of the Group, and arise from a put option of the shareholders of noncontrolled interests to sell to the Company 36.22% of the shares owned by Aphrodite Hills Resort Limited and Aphrodite Springs Public Limited (put option). The Company (call option) had a corresponding right to acquire the above shares. On April 7, 2021, an agreement was signed between the Company and the minority shareholder, based on which these put options were terminated.
The Group's non‐controlling interests amount to €128,694 as of September 30, 2021 (December 31, 2020: €37,612), arising from the companies Aphrodite Springs Public Limited (ASPL), CYREIT AIF Variable Investment Company Plc (CYREIT), Prodea Immobiliare, Picasso Lux S.a.r.l. SICAF-RAIF (Picasso Lux) and CI Global RE S.a.r.l. SICAF-RAIF (CI Global).
They represent 3,78% of ASPL equity, 11.77% of CYREIT equity, 2.44% of Prodea Immobiliare equity and 53.8% of Picasso Lux and CI Global equity.
As of December 31, 2020, non-controlling interests include Aphrodite Hills Resort Limited (AHRL) and MHV Mediterranean Hospitality Venture Limited (MHV), part of which were sold in 2021 and now constitute investments in joint ventures (Note 10). Non-controlling interests represent 40% of AHRL equity and 10% of MHV equity.
The basic financial data of these companies are presented below. The amounts disclosed for each subsidiary are before inter‐company eliminations:
| Condensed statement of financial position as of | CYREIT | Picasso | CI | Other | |
|---|---|---|---|---|---|
| September 30, 2021 | Lux | Global | companies | ||
| Non-current assets | 169,600 | 223,305 | 109,404 | 34,010 | |
| Current assets | 16,110 | 15,355 | 4,574 | 344 | |
| Long-term liabilities | 4,576 | 96,506 | 911 | 3,253 | |
| Short-term liabilities | 1,483 | 18,366 | 38,539 | 5,249 | |
| Equity | 179,651 | 123,788 | 74,528 | 25,852 | |
| Equity attributable to non-controlling interests | 21,145 | 66,598 | 40,096 | 855 | 128,694 |
| Condensed statement of financial position as of | CYREIT | Other | |||
| December 31, 2020 | AHRL | companies | |||
| Non-current assets | 74,101 | 169,833 | 255,407 | ||
| Current assets | 37,348 | 12,106 | 18,188 | ||
| Long-term liabilities | 80,180 | 4,616 | 16,692 | ||
| Short-term liabilities | 20,931 | 2,120 | 4,552 | ||
| Equity | 10,338 | 175,203 | 252,351 | ||
| Equity attributable to non-controlling interests | 4,135 | 20,621 | 33,477 | 37,612 |
| Condensed income statement for the period ended September 30, 2021 |
AHRL | CYREIT | Picasso Lux |
CI Global |
Other companies |
|---|---|---|---|---|---|
| Revenue | 15,335 | 6,337 | 7,166 | 3,337 | - |
| Profit / (Loss) for the period | (1,237) | 4,449 | 2,064 | 1,530 | (1,043) |
| Profit / (Loss) for the period attributable to non controlling interests |
(495) | 524 | 1,110 | 823 | (47) |
| Dividend paid to non-controlling interests | - | 471 | - | - | - |
| Condensed income statement for the period ended September 30, | CYREIT | Other | ||
|---|---|---|---|---|
| 2020 | AHRL | companies | ||
| Revenue | 15,074 | 6,966 | 2,530 | |
| Loss for the period | (9,382) | 3,688 | (6,909) | |
| Other comprehensive income /(loss) for the period | (1,462) | - | - | |
| Loss for the period attributable to non-controlling interests | (3,753) | 434 | (1,049) | |
| Dividend paid to non-controlling interests | (585) | - | - | |
| CYREIT | Picasso | CI | Other | |
| Condensed cash flow statement for the period ended | Lux | Global | companies | |
| September 30, 2021 | ||||
| Net cash flows from / (for) operating activities Net cash flows from / (for) investing activities |
5,062 - |
2,029 (19) |
512 (2,828) |
(108) (8,889) |
| Net cash flows from / (for)from financing activities | (471) | (1,505) | 376 | 9,056 |
| Condensed cash flow statement for the period ended September 30, 2020 |
AHRL | CYREIT | Other companies |
|---|---|---|---|
| Net cash flows from / (for) operating activities | 489 | 2,938 | (1,834) |
| Net cash flows from / (for) investing activities | (796) | - | (37) |
| Net cash flows from / (for)from financing activities | (2,977) | (5,150) | 120 |
| Net decrease in cash and cash equivalents | (3,284) | (2,212) | (1,751) |
All borrowings have variable interest rates. The Group is exposed to fluctuations in interest rates prevailing in the market and which affect its financial position, its income statement and its cash flows. Cost of debt may increase or decrease as a result of such fluctuations.
On March 8, 2021, the Company entered into an agreement for a bridge loan up to the amount of €25,000 with Eurobank S.A., bearing interest of 3-month Euribor plus a margin of 2.60%.
On July 2, 2021 the Board of Directors of the Company decided the issuance of a "green" common bond loan for a maximum amount €300,000 and minimum amount €250,000 with a duration of seven (7) years and the placement of the bonds through a public offer in Greece and the listing to trading of the bonds in the Fixed Income Segment of the Regulated market of the Athens Exchange. The purpose of the bond is mainly the financing of sustainable investments in real-estate as well as for the repayment of an existing lending facility in relation to a sustainable (green) real estate property, pursuant to the evaluation criteria of the Green Bond Framework adopted by the Company, based on the Green Bond Principles of the International Capital Market Association (ICMA) (as of June 2018) and within the context of article 22 of Law 2778/1999, as in force. Following the completion of the public offer on July 16, 2021, 300,000 dematerialized common bearer bonds of the Company with a nominal value of €1,000 each have been placed and as a result funds of €300,000 have been raised, which was disbursed on July 20, 2021. The bonds bear an interest of 2.3% p.a. According to the terms of the loan, on July 29, 2021 the Company proceeded with the fully repayment of the bond loan dated 20.02.2018 of an amount of €55,977.
As of July 5, 2021 the company Picasso Fund received the approval from the competent financial institution for the extension of the maturity date of its loans, which would expire on June 30, 2021, until the December 31, 2022, with effective date June 30, 2021.
On July 29, 2021, the Company proceeded with the signing of a bond loan agreement for an amount up to €280,000 with Alpha Bank S.A. The bond loan has a six-years maturity bearing interest of 3-month Euribor plus a margin of 2.55% per annum. The proceeds of the loan will be used for the repayment of existing borrowings, to serve the general business needs of the Company and for new investments. On September 23, 2021, an amount of €222,000 was disbursed, out of which an amount of €170.357 was utilized the same for the repayment of existing borrowings.
On July 29, 2021, the Company proceeded with the signing of a bond loan agreement for an amount up to €100,000 with National Bank of Greece S.A. The bond loan has a five-years maturity bearing interest of 3-month Euribor plus a margin of 2.5% per annum. The proceeds of the loan will be used to serve the general business needs of the Company and for new investments. On August 6, 2021, an amount of €54,000 was disbursed.
In the context of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short-term and long-term) utilizing a variety of financial sources and in accordance with its business planning and strategic objectives. The Company assesses its financing needs and the available sources of financing in the international and domestic financial markets and investigates any opportunities to raise additional funds by issuing loans in these markets. In this context, on July 2, 2021 the Board of Directors of the Company decided the issuance of a "green" common bond loan for a maximum amount €300,000 and minimum amount €250,000 with a duration of seven (7) years (Note 33).
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Long-term | ||||
| Bond loans | 967,932 | 249,780 | 967,932 | 249,780 |
| Other borrowed funds | 142,735 | 49,237 | - | - |
| Long-term borrowings | 1,110,667 | 299,017 | 967,932 | 249,780 |
| Short-term | ||||
| Bond loans | 30,528 | 445,704 | 30,528 | 445,704 |
| Other borrowed funds | 75,657 | 157,134 | 25,018 | 50,025 |
| Short-term borrowings | 106,185 | 602,838 | 55,546 | 495,729 |
| Total | 1,216,852 | 901,855 | 1,023,478 | 745,509 |
The decrease of the Group's short-term borrowings as of September 30, 2021 compared to December 31, 2020 is mainly due to:
As of September 30, 2021, short-term borrowings of the Group and the Company include an amount of €2,294 which relates to accrued interest expense on the bond loans (December 31, 2020: €721 for the Group and the Company) and an amount of €1,133 for the Group and €18 for the Company, which relates to accrued interest expense on other borrowed funds (December 31, 2020: €640 for the Group and €425 for the Company, respectively). The maturity of the Group's borrowings is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Up to 1 year | 106,185 | 602,838 | 55,546 | 495,729 |
| From 1 to 5 years | 741,250 | 220,279 | 603,841 | 176,472 |
| More than 5 years | 369,417 | 78,738 | 364,091 | 73,308 |
| Total | 1,216,852 | 901,855 | 1,023,478 | 745,509 |
The contractual re-pricing dates are limited to a maximum period up to 6 months.
The Group is not exposed to foreign exchange risk in relation to the borrowings, as all borrowings are denominated in the functional currency, except for the loan of I&B Real Estate EAD located in Bulgaria, which is in foreign currency (BGN), the rate of which is fixed according to European Central Bank.
The securities over the Group's loans, including the collaterals on properties, are listed below:
Two properties owned by the subsidiary Egnatia Properties S.A. are burdened with mortgage in favour of Bank of Cyprus Public Company Limited for an amount of €6,405. In addition, all rights of Egnatia Properties arising from the lease agreements for the abovementioned properties have been assigned in favour of the lender.
On one property owned by the subsidiary Irina Ktimatiki S.A. a prenotation of mortgage was established in favour of Alpha Bank S.A. for an amount of €4,800. Moreover, the entire share capital of Irinna Ktimatiki S.A. is collateral in favour of Alpha Bank S.A, for all amounts due under the loan agreement.
The breakdown of trade and other payables is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Trade payables | 29,073 | 6,711 | 4,436 | 4,747 |
| Trade payables to related parties | - | - | - | - |
| Taxes – Levies | 14,837 | 7,991 | 9,532 | 4,195 |
| Deferred revenues | 5,024 | 4,394 | 2,205 | 2,418 |
| Lease liabilities | 93 | 90 | 62 | 76 |
| Other payables and accrued expenses | 10,179 | 5,547 | 5,656 | 4,538 |
| Other payables and accrued expenses due to related parties (Note 32) |
78,681 | 4,772 | 78,346 | 3,927 |
| Total | 137,887 | 29,505 | 100,237 | 19,901 |
The increase in the trade and other payables of the Group as of September 30, 2021 in comparison to December 31, 2020 is mainly due to the remaining consideration of €11,400 for the acquisition of the property from Picasso Fund on February 25, 2021 (Note 6) and due to the liabilities of the company CI Global acquired by the Group on March 26, 2021 of €8,676 (Note 8) as of September 30, 2021.
Trade and other payables are short term and do not bare interest.
The Group's deferred revenues relate to deferred income for the period following to September 30, 2021, according to the relevant lease agreements.
The analysis of Taxes – Levies is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | |
| Stamp duty on leases | 1,564 | 2,327 | 1,564 | 2,327 |
| Unified Property Tax (ENFIA) | 6,791 | 58 | 6,483 | - |
| Foreign real estate tax | 4,194 | 3,183 | - | - |
| Other | 2,288 | 2,423 | 1,485 | 1,868 |
| Total | 14,837 | 7,991 | 9,532 | 4,195 |
| Group | |||
|---|---|---|---|
| Deferred tax liabilities | 30.09.2021 | 31.12.2020 | |
| Investment property | 13,412 | 13,349 | |
| Total | 13,412 | 13,349 | |
| Group | |||
| Deferred tax (income) / expense | 30.09.2021 | 30.09.2020 | |
| Tax Losses | (18) | 2 | |
| Investment property | 50 | (96) |
| Group | |||
|---|---|---|---|
| Investment Property |
Other | Total | |
| Balance January 1, 2020 | 16,782 | 11,810 | 28,592 |
| Charged to the Income Statement | (3,271) | (2,047) | (5,318) |
| Offset with deferred tax assets | - | (167) | (167) |
| Transfer to liabilities directly associated with assets | (162) | (9,596) | (9,758) |
| held for sale (Note 14) | |||
| Balance December 31, 2020 | 13,349 | - | 13,349 |
| Income to the Interim Condensed Income Statement | 32 | - | 32 |
| Offset with deferred tax assets | 31 | - | 31 |
| Balance September 30, 2021 | 13,412 | - | 13,412 |
The tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments and cash and cash equivalents rather than on its profits, therefore no temporary differences arise and accordingly no deferred tax liabilities and / or assets are recognised. The same applies to the Company's indirect subsidiaries Picasso Fund and Tarvos Fund, in Italy, which are not subject to income tax.
The Company's foreign subsidiaries, Nash S.r.L., Egnatia Properties S.A., CYREIT AIF Variable Investment Company Plc, Quadratix Ltd., Lasmane Properties, PNG Properties EAD, I&B Real Estate EAD, Aphrodite Hills Resort Limited and Aphrodite Springs Public Limited are taxed based on their income (Note 25), therefore temporary differences may arise and accordingly deferred tax liabilities and / or assets may be recognized.
The Group have offset the deferred tax assets and deferred tax liabilities on an entity by entity basis based on the legally enforceable right to set off the recognized amounts i.e. offset current income tax assets against current tax liabilities and when the deferred income taxes relate to the same tax authority.
On June 8, 2021 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €89,934 (i.e. 0.352 per share – amount in €) as dividend to its shareholders for the year 2020. Due to the distribution of interim dividend of a total amount of €35,769 (i.e. €0.14 per share – amount in €), following the relevant decision of the Board of Directors dated November 30, 2020, the remaining dividend to be distributed amounts to €54,165 (i.e. €0.212 per share – amount in €).
On April 13, 2020 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €156,618 (i.e. 0.613 per share – amount in €) as dividend to its shareholders for the year 2019. Due to the distribution of interim dividend of a total amount of €81,247 (i.e. €0.318 per share – amount in €), following the relevant decision of the Board of Directors dated December 16, 2019, the remaining dividend that was distributed amounted to €75,371 (i.e. €0.295 per share – amount in €).
| Group | Company | |||
|---|---|---|---|---|
| From 01.01 to | From 01.01 to | |||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| Rental income | 97,099 | 102,069 | 69,350 | 77,530 |
| Compensation from an early termination of | 40 | - | 40 | - |
| leases | ||||
| Other | 1,359 | - | 1,265 | - |
| Total | 98,498 | 102,069 | 70,655 | 77,530 |
Rental income of the Group and the Company is not subject to seasonality.
Other revenue refers to compensation from the Greek government of the 60% of the monthly rent for the months January to September 2021, due to the mandatory reduction of 100% of the monthly rent for businesses that remain closed by state order due to COVID-19 pandemic.
| Group From 01.01. to |
Company From 01.01. to |
|||
|---|---|---|---|---|
| 30.09.2021 | 30.09.2021 | 30.09.2021 | 30.09.2021 | |
| Interest Expense | 20,719 | 19,733 | 16,484 | 16,198 |
| Finance and Bank Charges | 4,210 | 2,742 | 3,786 | 2,525 |
| Foreign Exchange Differences | 101 | 117 | 3 | - |
| Other Finance costs | 3,724 | 868 | 3,829 | 778 |
| Total | 28,754 | 23,460 | 24,102 | 19,501 |
| Group From 01.01. to |
Company | |||
|---|---|---|---|---|
| From 01.01. to | ||||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| REICs' tax | 1,543 | 1,561 | 1,486 | 1,525 |
| Other taxes | 394 | 245 | - | - |
| Deferred tax (Note21) | 32 | (94) | - | - |
| Total | 1,969 | 1,712 | 1,486 | 1,525 |
As a Real Estate Investment Company ("REIC"), in accordance with article 31, par. 3 of L.2778/1999 as in force, the Company is exempted from corporate income tax and is subject to an annual tax based on its investments and cash and cash equivalents. More specifically, the tax is determined by reference to the average fair value of its investments and cash and cash equivalents at current prices at the tax rate of 10% of the aggregate European Central Bank ("ECB") reference rate plus 1%. According to the article 46, par. 2 of L.4389/2016 a floor was set in the REIC tax of 0.375% on the average investments plus cash and cash equivalents, at current prices. Article 53 of Law 4646/2019 abolished the floor. It is noted, that the subsidiaries of the Company in Greece, Karolou Touristiki S.A., Irina Ktimatiki S.A., Anaptixi Fragokklisia S.A., lldim M.IKE and MILORA M.IKE have the same tax treatment. In the current tax liabilities are included the short-term obligations to tax authorities in relation to the abovementioned tax.
The Company's foreign subsidiaries, Nash S.r.L. and Prodea Immobiliare S.r.L. in Italy, Egnatia Properties S.A. in Romania, Quadratix Ltd., Lasmane Properties Ltd., Aphrodite Hills Resort Limited, Aphrodite Springs Public Company, CYREIT AIF Variable Investment Company Plc and MHV Mediterranean Hospitality Venture Limited in Cyprus and PNG Properties EAD and I&B Real Estate EAD in Bulgaria are taxed on their income, based on a tax rate equal to 27.9% in Italy, 16.0% in Romania, 12.5% in Cyprus and 10.0% in Bulgaria, respectively. The Company's subsidiaries Picasso Lux and CI Global, in Luxembourg, and the indirect subsidiaries Picasso Fund and Tarvos Fund, in Italy, are not subject to income tax. In addition, the Company's indirect subsidiary Euclide S.r.l, in Italy is taxed on its income
based on a rate equal to 27.9%, No significant foreign income tax expense was incurred for the nine-month period ended September 30, 2021 and September 30, 2020.
The unaudited tax years of the subsidiaries and the investments in joint ventures of the Group are described in Notes 9 and 10 above.
Basic Earnings per share ratio is calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
| Group | |||
|---|---|---|---|
| Period ended June 30 | 2021 | 2020 | |
| Profit attributable to equity shareholders from continuing operations | 119,353 | 41,295 | |
| Profit / (Loss) from discontinued operations | 6,965 | (9,907) | |
| Profit attributable to equity shareholders from continuing and discontinued operations |
126,318 | 31,388 | |
| Weighted average number of ordinary shares in | 255,495 | 255,495 | |
| issue (thousands) | |||
| Earnings per share (expressed in € per share) - basic and diluted from continuing operations |
0.47 | 0.16 | |
| Earnings per share (expressed in | |||
| € per share) - basic and diluted from discontinuing operations | 0.02 | (0.04) | |
| Earnings per share (expressed in | |||
| € per share) - basic and diluted from continuing and discontinued operations | 0.49 | 0.12 |
Τhe dilutive Earnings per share are the same as the basic Earnings per share for the nine month period ended September 30, 2021 and 2020, as there were no dilutive potential ordinary shares.
Group companies have not been audited yet for tax purposes for certain financial years and consequently their tax obligations for those years may not be considered final. Additional taxes and penalties may be imposed as a result of such tax audits however, the amount cannot be determined. As at September 30, 2021 and December 31, 2020 the Group has not accounted for provisions for unaudited tax years. It is estimated that additional taxes and penalties that may be imposed will not have a material effect on the financial position of the Group and the Company.
The financial years 2011 - 2014 of NBG Pangaea REIC, which was absorbed by the Company, have been audited by the elected, under C.L. 2190/1920, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications. Especially for the year 2012, it is noted that within 2018 the tax audit was completed by the competent tax authorities with no findings and therefore no additional taxes were imposed.
The years 2013 – 2019 of the Company have been audited by the elected, under C.L. 2190/1920, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications.
The tax authorities have not audited the books and records of KARELA S.A., which was absorbed by the Company, for the financial years 2010, 2011 and 2012. Therefore, the right of the State to notify and audit and impose tax, fees, contributions and fines for the purpose of tax imposition until the year 2012 has expired on December 31, 2018. Furthermore, the fiscal year 2013 is considered tax terminated, according to decision 320/2020 of the Council of State. The financial years 2014 and 2015 have been audited by the elected, under C.L. 2190/1920, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications.
For the fiscal years 2015 and beyond, it is noted that according to POL. 1006/05.01.2016, the companies for which a tax certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore, the tax authorities may come back and conduct their own tax audit. However, Management estimates that the results of future tax audits may conducted by the tax authorities, will not have a material effect on the financial position of the Group and the Company.
As of September 30, 2021, Group's capital expenditure relating to improvements on investment property amounted to €14,732 (excluding VAT). In addition, as of September 30, 2021 the Group has capital commitments for improvements in third parties' properties amounting to €1,980 (excluding VAT). Finally, Group's capital expenditure relating to the development of land plot of Aphrodite Springs Public Limited amounted to €4,330 (excluding VAT) as of September 30, 2021.
There are no pending lawsuits against the Group nor other contingent liabilities resulting from commitments at September 30, 2021, which would affect the Group's financial position.
In the context of the bridge loan of the Company with Eurobank S.A., the Company provided special and irrevocable power of attorney, mandate and right to lawyers acting for Eurobank S.A. so that they can appear and represent the Company before any competent court for the purpose of registering a consensual mortgage notice on ten (10) properties of the Company in Greece, in favour of Eurobank S.A. for an amount of €30,000. The power of attorney expires automatically, either with the full and complete repayment of all the obligations of the Company under the credit agreement.
In the context of the loan agreement of Flowpulse Ltd, shareholder of MHV Mediterranean Hospitality Venture Limited, with Bank of Cyprus Public Company Limited, the properties of the company CTDC are burdened with mortgage for an amount of €4,400 and the assets of CTDC are burdened with floating charge for an amount of €4,800 in favour of Bank of Cyprus Public Company Limited. Finally, CTDC has given a corporate guarantee up to the amount of €4,800 for Flowpulse Ltd liabilities arising from the abovementioned loan agreement.
In the context of the loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January 31, 2018 (Note 19), the Company has given a corporate guarantee up to the amount of €5,000 thousand for liabilities of Quadratix Ltd. under the abovementioned loan agreement.
The Company, as well has given corporate guarantee up to the amount of €5,000 for liabilities of the company Panterra S.A. under its bridge loan.
Moreover, The Company has given corporate guarantee up to the amount of €2,400 and up to the amount of €875 for liabilities of the companies PIRAEUS TOWER S.A.. and Rinascita S.A., respectively, under their bridge loans. The companies are investments in joint ventures.
Finally, the Company has guaranteed in favor of the company PIRAEUS TOWER A.E., which is an investment in joint venture, for the issuance of a letter of guarantee of good execution of the terms of the concession arrangement up to the amount of €813.
The Company's shareholding structure as of September 30, 2021 is presented below:
| % participation | ||
|---|---|---|
| • | Invel Real Estate (Netherlands) II B.V.: | 63.39% |
| • | Invel Real Estate BV | 29.81% |
| • | CL Hermes Opportunities L.P. | 2.85% |
| • | Anthos Properties S.A. (a subsidiary of Invel Real Estate (Netherlands) II B.V.) |
2.10% |
| • | Other shareholders: | 1.85% |
It should be noted that the above percentages arise in accordance with the disclosures received by the above persons under existing legislation.
In accordance with the TR1 notification of Law 3556/2007 dated 23.05.2019 submitted to the Company, the company Castlelake Opportunities Partners LLC is the ultimate shareholder of the Company owning 98.15%. Castlelake Opportunities Partners LLC is not controlled by any natural or legal person.
There is no natural person that holds more than 10% of the Company's share capital.
All transactions with related parties have been carried out on the basis of the "arm's length" principle, i.e., under normal market conditions for similar transactions with third parties. The transactions with related parties are presented below:
| Group | Company | |||
|---|---|---|---|---|
| Trade receivables from related parties | 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 |
| Anthos Properties S.A. | 3 | 2 | 3 | 2 |
| Companies related to other shareholders | 3 | 2 | 3 | 2 |
| Total | 6 | 4 | 6 | 4 |
| Group | Company | |||
| Other receivables from related parties | 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 |
| Piraeus Tower A.E. (joint venture) | 810 | - | 810 | - |
| EP Chanion S.A. (joint venture) | 260 | - | 260 | - |
| Rinascita S.A. (joint venture) | 560 | - | 560 | - |
| Panterra A.E. (joint venture) | - | - | 14,390 | - |
| Aphrodite Springs, Company's Subsidiary | - | - | 4,958 | - |
| Lasmane Properties Ltd., Company's | - | - | 200 | - |
| Subsidiary | ||||
| Total | 1,630 | - | 21,178 | - |
| Other long-term assets | Group | Company | |||
|---|---|---|---|---|---|
| 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 | ||
| PNG Properties EAD, Company's subsidiary |
- | - | 11,262 | 10,966 | |
| Aphrodite Hills Resort Limited, Company's Subsidiary |
16,127 | - | 16,127 | 20,040 | |
| Total | 16,127 | - | 27,389 | 31,006 |
| Group | Company | |||
|---|---|---|---|---|
| Other Liabilities | 30.09.2021 | 31.12.2020 | 30.09.2021 | 31.12.2020 |
| Companies related to other | 519 | 2,151 | 199 | 931 |
| shareholders Share capital decrease |
74,094 | - | 74,094 | - |
| Total | 74,628 | 2,151 | 74,293 | 931 |
| ii. Rental income |
||||
| Group | Company | |||
| From 01.01. to | From 01.01. to | |||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| Anaptixi Fragokklisia S.A., Irinna Ktimatiki | - | - | 2 | |
| S.A., ILDIM M.IKE and MILORA M.IKE | ||||
| Company's subsidiaries | ||||
| Anthos Properties S.A. | 3 | 2 | 3 | |
| Companies related to other shareholders Total |
3 6 |
2 4 |
3 8 |
|
| iii. Direct property related expenses |
||||
| Group | Company | |||
| From 01.01. to | From 01.01. to | |||
| Companies related to other shareholders | 30.09.2021 4,261 |
30.09.2020 2,962 |
30.09.2021 3,209 |
30.09.2020 1,406 |
| Total | 4,261 | 2,962 | 3,209 | 1,406 |
| iv. Other income |
||||
| Group | Company | |||
| From 01.01. to | From 01.01. to | |||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| I&B Real Estate EAD, Company's subsidiary |
- | - | 2,500 | 2,000 |
| Irinna Ktimatiki S.A., Company's subsidiary | - | - | 788 | 850 |
| Quadratix S.A., Company's subsidiary | - | - | - | 400 |
| Picasso Fund, Company's subsidiary | - | - | - | 5,600 |
| Total | - | - | 3,288 | 8,850 |
| v. Other expenses |
||||
| Group | Company | |||
| From 01.01. to | From 01.01. to | |||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| The Aphrodite Tennis and Spa Limited, Company's Subsidiary |
- | - | 10 | - |
| Invel Real Estate (Netherlands) II B.V. | - | 350 | - | 350 |
| Companies related to other shareholders | 293 | 263 | - | - |
| Total | 293 | 613 | 10 | 350 |
| vi. Interest income |
||||
|---|---|---|---|---|
| Group | Company | |||
| From 01.01. to | From 01.01. to | |||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| PNG Properties EAD, Company's subsidiary |
- | - | 296 | 297 |
| Aphrodite Hills Resort Limited, Company's Subsidiary |
198 | - | 1,139 | 1,300 |
| Total | 198 | - | 1,237 | 1,597 |
| vii. Finance costs |
||||
| Group | Company | |||
| From 01.01. to | From 01.01. to | |||
| 30.09.2021 | 30.09.2020 | 30.09.2021 | 30.09.2020 | |
| Companies related to other shareholders | 73 | 82 | - | - |
| Total | 73 | 82 | - | - |
| viii. Due to key management |
||||
| Group 30.09.2021 31.12.2020 |
Company 30.09.2021 31.12.2020 |
|||
| Payables to the members of the BoD and the Investment committee |
1,018 | 709 | 1,012 | 703 |
| Other liabilities to members of the BoD, its committees and Senior Management |
3,026 | 2,785 | 3,026 | 2,285 |
| Retirement benefit obligations | 25 | 22 | 25 | 22 |
| Total | 4,069 | 3,516 | 4,063 | 3,010 |
| ix. Key management compensation |
||||
| Group From 01.01. to |
Company From 01.01. to |
|||
| 30.09.2021 30.09.2020 |
30.09.2021 | 30.09.2020 | ||
| BoD, its committees and Senior Management compensation |
3,682 | 8,190 | 3,160 | 7,669 |
| Total | 3,682 | 8,190 | 3,160 | 7,669 |
In the context of the loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January 31, 2018 (Note 19), the Company has given a corporate guarantee up to the amount of €5,000 thousand for liabilities of Quadratix Ltd. under the abovementioned loan agreement.
The Company, as well has given corporate guarantee up to the amount of €5,000 for liabilities of the company Panterra S.A. under its bridge loan.
Moreover, The Company has given corporate guarantee up to the amount of €2,400 and up to the amount of €875 for liabilities of the companies PIRAEUS TOWER S.A.. and Rinascita S.A., respectively, under their bridge loans. The companies are investments in joint ventures.
Finally, the Company has guaranteed in favor of the company PIRAEUS TOWER A.E., which is an investment in joint venture, for the issuance of a letter of guarantee of good execution of the terms of the concession arrangement up to the amount of €813.
During the nine-month period ended September 30, 2021, the company Aphrodite Hills Resort Limited received an amount of €135 as dividend from the company Aphrodite Hills Pantopoleion Ltd. in which participates with 45% (Nine-month period ended September 30, 2020: Νil).
On October 6, 2021, the Company acquired 35.0% of the shares of the companies "Ourania Real Estate Investments S.A." and "IQ Hub S.A.") for a consideration of €1,374 and €2,606, respectively.
In the context of the reorganization of the Company's investments in the hospitality sector and especially in the management of luxury hotels in the Mediterranean region, it was decided between the shareholders of Aphrodite Hills Resort Limited, the contribution of their shares in AHRL to MHV, as well as the relevant shareholders loans. The contribution was concluded on November 11, 2021. The shareholders of the two companies (MHV and AHRL) are the same with the exact percentage participations and this absorption will result in synergies, as well as in simplification and rationalization of the operating model and shareholding structure of MHV.
On November 22, 2021, the Company concluded the disposal of one property in Thessaloniki. The total consideration amounted to €400 and was received on November 23, 2021.
On November 22, 2021, the Company proceeded with the signing of a preliminary agreement for the disposal of one property in Thessaloniki. Based on the preliminary agreement, the total consideration amounted to €2,200 and on November 23, 2021, an amount of €220 was received as a prepayment.
There are no other significant events subsequent to the date of the Interim Financial Statements relating to the Group or the Company for which disclosure is required by the IFRSs.
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