Interim / Quarterly Report • Oct 3, 2018
Interim / Quarterly Report
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for the period from January 1 to June 30, 2018
In compliance with Article 5. Law 3556/2007
| Α. Representations of the Members of the Board of Directors 3 | ||
|---|---|---|
| B. Report on Review of Interim Financial Information4 | ||
| C. Six-Month Report of the Board of Directors 6 | ||
| 1. | Interim Financial Statements for the period from January 1 to June 30, 2018 15 | |
| 1.1. | Statement of Financial Position 15 | |
| 1.2. | Statement of Comprehensive Income 16 | |
| 1.3. | Statement of Changes in Equity17 | |
| 1.4. | Statement of Cash Flows for the period (indirect method) 19 | |
| 2. | Notes to the Interim Condensed Financial Statements20 | |
| 2.1. | General Information20 | |
| 2.2. | Basis for preparation of interim six-month Financial Statements 20 | |
| 2.3. | Changes to Accounting Policies 21 | |
| 2.4. | Effect of changes in accounting policies 24 | |
| 2.5. | Segment reporting28 | |
| 2.6. | Tangible & intangible fixed assets 30 | |
| 2.7. | Investment in subsidiaries – Group Structure31 | |
| 2.8. | Investments in Joint Venture – Other Long-term Liabilities31 | |
| 2.9. | Equity Analysis32 | |
| 2.10. | Income tax – Deferred tax 33 | |
| 2.11. | Borrowings33 | |
| 2.12. | Results for the period from January 1, 2018 to June 30, 201833 | |
| 2.13. | Profit / (Loss) per share35 | |
| 2.14. | Analysis of provisions 35 | |
| 2.15. | Transactions with related parties 36 | |
| 2.16. | Salaries of BoD and Management members 36 | |
| 2.17. | Contingent assets-liabilities36 | |
| 2.18. | Guarantees38 | |
| 2.19. | Dividends 38 | |
| 2.20. | Personnel number & fees 38 | |
| 2.21. | Risk management policies39 | |
| 2.22. | Post Interim Period Balance Sheet Events 40 |
The below statements are made by the following members of the Board of Directors of the Company "LAMPSA HELLENIC HOTELS S.A.":
We hereby certify that as far as we know:
Α) The attached six-month separate and consolidated financial statements of "LAMPSA HELLENIC HOTELS S.A." (hereinafter "the Company" or "Lampsa S.A.") for the period 01/01-30/06/2018, prepared according to the effective accounting standards, present truly and fairly the assets and liabilities of the issuer as well as the companies included in the consolidation as aggregate, according to par. 3 - 5 of article 5 of L. 3556/2007 and the authorizing decisions of the BoD of the Hellenic Capital Market Commission.
Β) The attached six-month Board of Directors report presents in a true and fair way the information required according to par. 6 of article 5 of L. 3556/2007 and the authorizing decisions of the BoD of the Hellenic Capital Market Commission.
PRESIDENT OF THE BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER MEMBER OF THE BOARD OF DIRECTORS
| GEORGE GALANAKIS | ANASTASIOS HOMENIDIS | FILIPPOS SPYROPOULOS |
|---|---|---|
| I.D. No Ξ 282324 | I.D. No ΑΙ 506406 | I.D. No AK 121283 |
To the Board of Directors of "LAMPSA HELLENIC HOTELS S.A."
We have reviewed the accompanying interim condensed separate and consolidated statement of financial position of the Company "LAMPSA HELLENIC HOTELS S.A." as at 30 June 2018 and the related separate and consolidated condensed income statement and statement of comprehensive income, changes in equity and cash flows for the six-month period then ended, and the selected explanatory notes that comprise the interim financial information, which forms an integral part of the six-month financial report under Law 3556/2007. Management is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with the International Financial Reporting Standards as adopted by the European Union and apply for interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on these interim condensed financial statements based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Auditing Standards incorporated in the Greek legislation and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, the separate and consolidated financial position of the Company and the Group "LAMPSA HELLENIC HOTELS S.A." as at 30 June 2018, their separate and consolidated financial performance and separate and consolidated cash flows for the period then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union.
We draw your attention to Note 2.17 to the interim financial statements which describes the existence of third parties pending court cases regarding a subsidiary company, claiming compensations totaling EURO 1.109 million. The final outcome of the court case cannot be estimated at present, and, therefore, no relative provision has been made in the financial statements regarding these court cases. Our conclusion is not qualified in respect of this matter.
Athens, 28 September 2018 The Chartered Accountant
Thanasis Xynas
SOEL Reg. No 34081
Dear Shareholders,
The current Six-month Report of the Board of Directors (hereinafter "the Report") pertains to the first sox-month period of the current year 2018 (1.1-30.6.2018) and has been prepared in compliance with the relevant provisions of Law 3556/2007 (Article 5, paragraph 6) (Government Gazette 91Α/30.04.2007) as well as the publicized resolution of the BoD of the Hellenic Capital Market Commission (Decision 1/434/03.07.2007, Article 3 and Decision 7/448/11.10.2007, Article 4).
The current report accompanies the six-month financial statements (01/01/2018 - 30/06/2018) and is included together with the full text of the statements of the BoD members in the financial report for the first six months of 2018.
The current report presents an in brief but effective way all the necessary significant information, based on the above legislative framework and records, in a true and fair manner, all the relevant information, required by legislation, in order to provide significant and reliable information about the operations, performed within the aforementioned period, by the company "LAMPSA HELLENIC HOTELS S.A." (hereinafter "the Company" or "Lampsa S.A.") as well as the Group. As at 30/6/2018 , the Group incorporates the following companies:
| Functioning | Equivalent participation |
Τreasury Shares* |
Consolidation | Part/ing | ||
|---|---|---|---|---|---|---|
| Company | Currency | Domicile | % | Method | Interest | |
| LAMPSA HELLENIC HOTELS S.A. | € | GREECE | Parent | |||
| LUELLA ENTERPRISES LTD | € | CYPRUS | 100,00% | Full | Direct | |
| BEOGRADSKO MESOVITO PREDUZECE | € | SERBIA | 94,60% | 5,4% | Full | Indirect |
| EXCELSIOR BELGRADE SOCIATE OWNED | € | SERBIA | 80,33% | 17,23% | Full | Direct |
| TOURISTIKA THERETRA S.A. | € | GREECE | 50,00% | Equity | Direct | |
| MARKELIA ENTERPRISES COMPANY LTD | € | CYPRUS | 100,00% | Full | Indirect |
*See analysis in §1.2.
In the first semester of 2018 the tourism sector substantially improved, since there was an increase in arrivals, in line with an increase in revenue. On the contrary, the consequences of the economic crisis are reflected in the revenue of the Food & Beverage segment, where Greek presence has been traditionally strong, resulting in a lower rate of revenue growth compared to the room revenue increase.
Stabilization in room occupancy ration can also be observed in the Serbian hotel market, after the increase of the last two years, since demand is showing signs of recovery, assisted by the new foundations caused by Serbia's admission to the EU (airports, privatization of air transportation operator etc). However, an increase in revenue has not been recorded owing to extensive competition from a high number of new hotels in the Belgrade area.
Room occupancy ratio of the luxury hotel industry in Athens increased by 3,7% compared to the relative six-month period of 2017, adjusting the ratio to 72,5% versus 69,9% in 2017. The average room price
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
at the hotels increased by 9,7% versus 2017, standing at € 164,56 as compared to € 149,95 in 2017. Therefore, room occupancy ratio of the luxury hotel industry in Athens increased by 13,8% and respectively the total room revenue increased by 13,7%.
"Grande Bretagne" hotel recorded a 11,8% sales increase versus the relative period in 2017, while «King George» hotel recorded 13,5% sales increase. Regarding the Group Hotels in Serbia, they recorded a marginal increase in sales, in particular, "Hyatt Regency Belgrade" - recorded a marginal sales increase by 0,4%, whereas "Excelsior" recorded an impressive increase by 20,88% due to the undertaking of the hotel management Accor hotel group.
In terms of EBITDA, the relative increase in sales and expenditure restraint (despite rigidity of payroll expenses) resulted in increased sizes for the Group (€9,12 million versus € 6,70 million in 2017) with a significant improvement for the Company (€ 7,29 million versus € 4,67 in the respective period of 2017). Moreover, Sheraton Rhodes Hotel, presented an increase in sales by 5,7%.
| Results as at 30.06.2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Grande Bretagne King George Hyatt Belgrade Sheraton Rhodes Excelsior |
|||||||||
| Revenue per available room | 215,74 | 193,11 | 60,88 | 71,17 | 43,56 | ||||
| Hotel occupancy rate | 71,79% | 77,36% | 60,88% | 69,51% | 59,93% | ||||
| Average hotel room price | 300,5 | 249,62 | 101,01 | 102,38 | 72,68 | ||||
| Results as at 30.06.2017 | |||||||||
| Grande Bretagne | King George | Hyatt Belgrade | Sheraton Rhodes | Excelsior | |||||
| Revenue per available room | 191,67 | 169,57 | 61,25 | 71,55 | 28,53 | ||||
| Hotel occupancy rate | 66,63% | 76,85% | 61,20% | 71,47% | 63,56% | ||||
| Average hotel room price | 287,68 | 220,65 | 100,3 | 100,11 | 44,88 |
Specifically for the Group's Hotels, the figures were as follows:
On February 26, 2018, the subsidiary company EXCELSIOR BELGRADE AD decided to cease its listing at the Serbian stock exchange by exercising the pre-emptive option regarding the shares of majority shareholders. Till currently, the option was supported by the shareholders of the company holding total of 17.23% versus a consideration of € 1 million. Now, a small percentage of shares (2.28%) remains non-controlled by the company and regarding this issue, the company intends to exercise the mandatory option in order to acquire 100% of the share capital.
In addition, in March 2018, a loan agreement was signed between two subsidiaries domiciled in Serbia (BEOGRADSKO MESOVITO PREDUZECE & EXCELSIOR BELGRADE SOCIATE OWNED). The amount of the loan is € 1.1 m with full repayment in 2020. The loan will be used to finance the acquisition of minority shares of EXCELSIOR BELGRADE AD.
In March 2018, the subsidiary BEOGRADSKO MESOVITO PREDUCEE AD acquired all minority shares for a consideration of € 2.5 m, corresponding to 5.4% of the share capital. As a result of the acquisition, no shares are held outside the Group's companies.
Finally, following signing of the long-term lease agreement of King's Palace historic hotel, owned by the AUXILIARY FUND OF FORMER EMPLOYEES OF THE AGRICULTURAL BANK OF GREECE (ATPPEATE), the engineering designs as well as the necessary licenses for the renovation of the hotel were issued. Its reconstruction is expected to be completed in early 2020.
In addition, on 15 June 2018, the Annual Regular General Meeting of the Company LAMPSA HELLENIC HOTELS S.A. took place, with the participation of shareholders, legally representing 15,780,377 shares
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
out of a total of 21,364,000 shares of the Company, namely approximately 73,86%, who decided unanimously on the following items on the agenda:
(1) regarding the first item, the shareholders approved the annual financial statements of LAMPSA S.A. (Separate and Consolidated) as well as the Annual Financial Report of the Board of Directors for the financial year 2017 (1.1.2017 - 31.12.2017), following the disclosure of the Independent Auditors' Report on the Annual Financial Statements of 31 December 2017 (separate and consolidated), including distribution of dividend of € 0.20 per share for 2017, with dividend claiming right date expiring on 28/06/2018. Dividend beneficiaries the company shareholders registered in the records of the Dematerialized Securities System (D.S.S) on 29/06/2018. Dividends will be paid 04/07/2018. Furthermore, the General Meeting authorized the Board of Directors to take the necessary steps to implement this decision.
(2) regarding the second item, the shareholders approved discharging the members of the Board of Directors and the Certified Auditors of any liability for compensation for the preparation and audit of the annual financial statements and the general management of corporate affairs for the year 01.01.2017- 31.12.2017,
(3) regarding the third item, the shareholders elected GRANT THORNTON S.A. for the audit of annual and interim financial statements of the Company for 2018 and defined the relative fee.
(4) regarding the fourth item, the shareholders approved payment of fees of 30.090 Euro to the member of the Board of Directors, Ms. Chloe Laskaridi for 2017, while no other amounts were approves as fees for 2018.
(5) regarding the fifth item, the Chairman of the General Meeting has informed the shareholders about the resignation of the member of the Board of Directors, Mr. Athanasios Papadopoulos. Mr. Papadopoulos submitted his resignation on 28/11/2017 and the Board of Directors was restructured on 28/11/2017, since it has been decided to replace the resigned member with Mr. Vasileios Theocharakis for the remaining term of office of the Board of Directors, namely until 19.06.2018.
(6) regarding the sixth item, the election of a new Board of Directors was decided, which will manage the company for 3 years (according to Article 15 of the Company's Articles of Association), ie until 15.06.2021. The members of the Board of Directors are as follows:
| 1. | Georgios Galanakis | Non-independent member |
|---|---|---|
| 2. | Apostolos Doksiadis | Non-independent member |
| 3. | Anastasios Xomenidis | Non-independent member |
| 4. | Nikolaos Dandolos | Non-independent member |
| 5. | Filippos Spyropoulos | Independent member |
| 6. | Vasileios Theocharakis | Non-independent member |
| 7. | Thomas Miller | Independent member |
| 8. | Maurice Modiano | Non-independent member |
| 9. Chloe Laskaridi | Non-independent member | |
| 10. Susanna Laskaridi – Doulaki | Non-independent member |
(7) regarding the seventh item, a new Audit Committee was elected according to the provisions of Law 4449/2017, which will consist of three members, two-year term, consisting of an independent/nonexecutive member of the Company's Board of Directors and two non-members of the Board of Directors (independently within the meaning of Law 3016/2002), and in particular the following:
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
1. Konstantinos Vasileiads, father's name Vasileios, independent within the meaning of Law 3016/2002, 2. Filippos Spyropoulos, father's name Konstantinos, independent member within the meaning of Law 3016/2002,
3. Athanasios Mpournazos, father's name Matthaios, independent within the meaning of Law 3016/2002, Chairman of the Audit Committee.
Moreover, it was decided to update the existing operational regulations of the company and to draft new regulations, to the extent it is necessary in order to facilitate the Company's regular operations. Thereafter, the General Meeting authorized the Board of Directors of the Company to take all the necessary steps to implement this decision.
(8) regarding the eighth item, the shareholders discussed various announcements, information on the Company's progress and the challenges faced by it in the Tourism sector.
During the first six month period of 2018, the changes in the Group & Company financials were as follows:
Turnover in the first six-month period of 2018 at consolidated level stood at € 29,80 million versus € 27,45 million in the same period in 2017, presenting an increase of 8,57%. The turnover of the parent company (Hotels "Grande Bretagne and "King George") stood at € 23,89 million versus € 21,62 million in the comparative 2017 period, increased by 10,52%.
Consolidated gross profit amounted to € 12,02 million from € 10,49 million in 2017, presenting an increase due to the increase in turnover, while gross profit margin changed from 38,20% in 2017 to 40,34% in 2018. Gross profit of the parent company stood at € 10,24 million compared to profit of € 8,51 million in 2017. The gross profit margin of the Company amounted to 42,87% in 2018 versus profit of 39,39% in the respective last year period.
The aforementioned increase in turnover that affected almost the total of the Group gross earning, also affected the Group operating earnings (EBITDA) that presented profit of € 9,12 million versus profit of € 6,70 million in 2017, increased by 36,20%. Respectively, the parent company operating earnings stood at profit of € 7,29 million versus profit of € 4,67 million in 2017, increased by 56,09%. Moreover, EBITDA margin stood at 30,61% versus 24,40% in 2017 for the Group and at 30,51% versus 21,60% for the Company respectively.
Financial Cost of the Group and the Company increased by € 1,05 million and € 1 million respectively due to additional short-term loan of the company of the previous year by € 43 million.
Other financial results of the Group and the Company relate mainly to loan exchange differences arising from euro/dollar exchange ratios.
Earning before tax of the Group recorded profit of € 4,23 million versus profit of € 4,38 million for the comparative 2017 period. Earnings before tax of the parent company recorded profit of € 3,47 million versus profits of € 3,31 million for the comparative 2017 period.
Income Tax of the Company and the Group includes calculation of deferred tax. Tax expenses for the Group stood at € 1,13 million and for the Company at expenses of € 1,02 million versus tax expenses of € 1,05 million and € 917,32 k for the Group and the Company for the comparative period.
Net earnings after tax and before non-controlling interests for the Group recorded profit of € 3,11 million, versus profit of € 3,27 million for the comparative period of 2017. The parent company recorded profit of € 2,45 million versus profit of € 2,40 million for the comparative period of 2017.
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
The balances of the accounts Trade and Other Receivables and Other Current Assets of the Group and the Company as at 30/06/2018 are presented increased by 37,95% and 32,09% respectively versus the balances recorded as at 31/12/2017, due to the nature of the Company and the Group operations, affected by seasonality of sales, contributing to generating bigger open balances within the interim reporting period. It is expected that during the following months, given the capitalization of the aforementioned receivables, the trade balances will be significantly decreased, thus reaching the normal levels. Likewise, the balances of the accounts Other Liabilities of the Group and the Company are increased by 52,94% and 62,60% respectively as at 30/06/2018 versus 31/12/2017 due to accrued expenses expected to be settled in the following months.
As at 30/06/2018, the Group had negative working capital, as current liabilities exceed current assets by € 63,55 k (parent company € 67,80 k). A significant part of current liabilities (76,06% regarding the Group and 76,78% regarding the parent company) pertains to short-term debt and long-term debt installments payable in the following year. Within the current period, the Group repaid to the banks a capital amount of € 1,66 million and the parent Company – an amount of € 1,57 million. In the next year, the Group and the Company are to pay to the banks the capital amounts of € 64,02 million and € 63,64 k respectively. Without taking into consideration the short-term loan liabilities, the Group working capital is presented positive by € 467,71 k and the Company's is presented negative by € 4,16 k.
It is noted that the loan of the parent company amounting to € 10,2 million has been extended until 30/09/2018 and the loan amounting to € 43 million has been extended until 3/10/2018.
The Group's Management is at the final stage of an agreement with the lending banks Eurobank & Alpha Bank regarding the conclusion of a new long-term Bond Loan to repay the existing short-term loan liabilities of the parent Company. In this regard, a draft of basic terms has been signed, which is subject to the approval of the authorized committees of the Credit Institutions.
Furthermore, the Group's and the Company's Working Capital needs are expected to be covered by the operating inflows expected to be achieved within the following periods, as seasonality is presented in the Group's activity where the occupancy in the spring months is almost double that of the corresponding winter period.
The tourism industry of the country exhibits signs of significant improvement. The relative lack of stability of tourism destinations of the wider area has a positive effect on destination Greece, as a safe Eurozone member-country. Lampsa hotels, boasting the competitive advantage of luxury hotel units, location and history (Grande Bretagne) lead the Group to increasing its figures in all the operating segments, while improving its financial performance.
Stabilization in room occupancy ration can also be observed in the Serbian hotel market, after the increase of the last two years, since demand is showing signs of recovery, assisted by the new foundations caused by Serbia's admission to the EU (airports, privatization of air transportation operator etc). However, an increase in revenue has not been recorded owing to extensive competition from a high number of new hotels in the Belgrade area.
Furthermore, joint operation of the hotels "Grande Bretagne" and "King George" provides economies of scale both at management level and staff level.
The improvement of the profitability of the company is expected, due modification of the management agreement of the hotels "Grande Bretagne" and "King George" with Marriott Group, through which the management fees for the three years 2017-2019 will significantly decrease.
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
As far as the hotels in Serbia are concerned, especially Excelsior Hotel, undertaking of management by Accor Group under the trade title Mercure is expected to play the primary role, since it already contributes to its sales increase by approximately 20%. A marginal increase in the income for the hotel "Hyatt Regency Belgrade" is expected as a consequence of the intense competition due to operation of many new hotels in the city of Belgrade.
The Group operates internationally and carries out trade and loan transaction in foreign currency. Therefore, it is exposed to foreign currency translation differences (another major country of the Group's operations, apart from Greece, is Serbia). he Parent Company exposure to currency risk arises mainly from the bond loan issue in US Dollars.
More than 80% of the Group sales are held through credit cards and credit sales are mainly made to customers with an estimated credit history.
As at 30/06/2018, the Group had negative working capital, as current liabilities exceed current assets by € 63,55 k (parent company € 67,80 k). A significant part of current liabilities (76,06% regarding the Group and 76,78% regarding the parent company) pertains to short-term debt and long-term debt installments payable in the following year. Within the current period, the Group repaid to the banks a capital amount of € 1,66 million and the parent Company – an amount of € 1,57 million. In the next year, the Group and the Company are to pay to the banks the capital amounts of € 64,02 million and € 63,64 k respectively. Without taking into consideration the short-term loan liabilities, the Group working capital is presented positive by € 467,71 k and the Company's is presented negative by € 4,16 k.
It is noted that the loan of the parent company amounting to € 10,2 million has been extended until 30/09/2018 and the loan amounting to € 43 million has been extended until 3/10/2018.
The Group's Management is at the final stage of an agreement with the lending banks Eurobank & Alpha Bank regarding the conclusion of a new long-term Bond Loan to repay the existing short-term loan liabilities of the parent Company. In this regard, a draft of basic terms has been signed, which is subject to the approval of the authorized committees of the Credit Institutions.
Furthermore, the Group's and the Company's Working Capital needs are expected to be covered by the operating inflows expected to be achieved within the following periods, as seasonality is presented in the Group's activity where the occupancy in the spring months is almost double that of the corresponding winter period.
Two major shareholders of the parent company "NAMSOS ENTERPRISES COMPANY LIMITED" and "DRYNA ENTERPRISES COMPANY LIMITED" 61,86%, although it is estimated that it will not be necessary, are committed to cover working capital subsequent needs for at least the next twelve months from the date of approval of the interim financial statements of 30/06/2018.
It is noted that the financial statements of the companies included in the consolidation have been prepared based on the principle of the going concern.
The Group's policy is to minimize its exposure to the risk of changes of fair value due to changes in interest rates as far as long-term financing is concerned. On June 30, 2018, the Company and the Group
are exposed to the risk of changes in market interest regarding their bank borrowings, which, however, is estimated as low.
In the context of the long-term lease of the historic King's Palace hotel, owned by the AUXILIARY FUND OF FORMER EMPLOYEES OF THE AGRICULTURAL BANK OF GREECE ATPPEATE the company signed an agreement with the international hotel group Accor Hotels, to undertake the management of the hotel under the trade name MGallery. The agreement matures in 25 years and includes basic management fees on revenue and remuneration for achieving objectives.
Accor Hotels is one of the top 5 hotel chains, with a leading position in Europe, Latin America, the Middle East, Africa and Asia. It operates 2,300 hotels under direct agreement management and in addition 1,850 hotels under franchise agreement. Every night, it hosts 500,000 guests in more than 4,150 hotels in 95 countries. The global size of the company provides real benefits to hotel owners (Proven techniques and large economies of scale, expertized staff with strong skills and know-how and constant support, at the same time with successful financial results) Some of the brands of the company are among others, Sofitel, Raffles, Fairmont, Pullman, Swissotel, Mercure, Novotel.
Accor Hotels is one of top 5 hotel chains holding a leading position in Europe, Latin America, the Middle East, Africa and Asia. There are 2,300 hotels under direct management agreement and in addition 1,850 hotels under a franchise agreement. On everyday basis, the group hosts 500,000 visitors at over 4,150 hotels in 95 countries. The global size of the company provides real benefits to hotel owners (Proven techniques and large economies of scale, skilled staff with strong know-how and constant support, achieving the financial objectives. Some of the brands of the company are Sofitel, Raffles, Fairmont, Pullman, Swissotel, Mercure, Novotel.
This section includes the most significant transactions between the Company and its related parties as defined in International Accounting Standard 24 and in particular:
(a) Transactions between the Company and any related party made during the first six months of 2018, which have materially affected the financial position or performance of the Company during the aforementioned period,
(b) any changes in the transactions between the Company and any related party described in the last annual report that could have a material effect on the financial position or performance of the Company during the first six-month period of 2018.
It is noted that reference to those transactions includes the following elements:
(a) the amount of such transactions for the first six-month period of 2018
(d) any information on transactions that are necessary for understanding the financial position of the Company, but only if such transactions are material and have not been conducted under normal market conditions.
Specifically, transactions and balances with related legal entities and natural persons, as defined by the International Accounting Standard 24 on 30/6/2018 and 30/6/2017 or 31/12/2017 respectively, are as follows:
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
| THE GROUP THE COMPANY |
||||||
|---|---|---|---|---|---|---|
| Amounts in thousands € | ||||||
| 01/01 - | 01/01 - | 01/01 - | 01/01 - | |||
| Sales of goods – services | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | ||
| Parents /jointly controlled entities | 74 | 49 | 74 | 49 | ||
| Other associates | 41 | 7 | 41 | 7 | ||
| Total | 115 | 55 | 115 | 55 | ||
| Acquisition of services | ||||||
| Subsidiaries/jointly controlled entities | 6 | 3 | 6 | 3 | ||
| Other Associates | 413 | 237 | 413 | 237 | ||
| Total | 419 | 240 | 419 | 240 | ||
| Balance of Payables | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | ||
| Subsidiaries/jointly controlled entities | 566 | 514 | 566 | 514 | ||
| Other associates | 2 | 13 | 2 | 13 | ||
| Total | 568 | 527 | 568 | 527 | ||
| Balance of Receivables | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | ||
| Subsidiaries/jointly controlled entities | - | - | - | - | ||
| Other associates | 127 | 83 | 127 | 83 | ||
| Total | 127 | 83 | 127 | 83 |
Among the subsidiaries of the Group exist receivables/liabilities from the total value of loans € 1,1 million and other receivables /liabilities of € 18 k as well as corresponding income / expense interest of € 9 k and other income/expenses of € 9,5 k. Moreover, there are receivables/liabilities amounting to € 222,5 k among the Group subsidiaries regarding dividends payment. The aforementioned transactions were eliminated on consolidation.
Outstanding balances at year end are unsecured and settlement is made in cash. No guarantees have been provided or received regarding the above receivables.
It is noted that there are no special agreements between the Parent Company and its subsidiaries and potential transactions are carried out between them under the effective market conditions, within the framework and the particularities of each market.
Regarding the period ended as at June 30, 2018, the Company has made no provisions for doubtful debts relating to amounts owed by related parties.
The remuneration of key executives and BoD members was as follows:
| Amounts in thousands € | Group | Company | ||
|---|---|---|---|---|
| 01.01-30.06.2018 | 01.01-30.06.2017 | 01.01-30.06.2018 | 01.01-30.06.2017 | |
| Salaries-Fees | 423 | 481 | 200 | 277 |
| Social Insurance Cost | 66 | 73 | 37 | 49 |
| Bonus | 170 | 128 | 170 | 128 |
| Total | 681 | 697 | 406 | 454 |
No loans have been granted to BoD members and chief executives of the Group and their families.
Athens, September 28, 2018
The President of the Board of Directors
George Galanakis
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
It is hereby certified that the accompanying Financial Statements for the period from 1/1/2018 to 30/06/2018 were approved by the Board of Directors of «LAMPSA HELLENIC HOTELS S.A.» on September 28, 2018 and are available on the website www.lampsa.gr, where they will remain at the disposal of the investing public for at least 10 years as starting from their preparation and publication date.
Athens, September 28, 2018
The President of the Board of Directors
George Galanakis I.D. No Ξ 282324
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in thousands € | Ref. | 30.06.2018 | 31.12.2017 | 30.06.2018 | 31.12.2017 |
| ASSETS | |||||
| Non-Current Assets | |||||
| Property, plant and equipment Intangible Assets |
2.6 | 153.785 237 |
154.893 253 |
118.464 63 |
118.749 55 |
| Goodwill | - | - | |||
| Investments in Subsidiaries | 2.7 | - | - | 23.204 | 23.204 |
| Investments in Joint Ventures Other Long-term Assets |
2.8 | - 300 |
- 272 |
- 136 |
- 108 |
| Deferred Tax Assets | 7.946 | 7.800 | 8.130 | 7.984 | |
| Total | 162.269 | 163.217 | 149.997 | 150.100 | |
| Current Assets | |||||
| Inventory | 1.681 | 1.612 | 1.301 | 1.260 | |
| Trade and other receivables | 2.12 | 3.330 | 2.414 | 2.922 | 2.212 |
| Other Receivables | 822 | 1.761 | 811 | 1.485 | |
| Other Current Assets | 775 | 432 | 336 | 353 | |
| Cash and cash equivalents | 14.009 | 13.084 | 9.718 | 6.176 | |
| Total | 20.616 | 19.303 | 15.088 | 11.486 | |
| Total Assets | 182.885 | 182.520 | 165.085 | 161.587 | |
| EQUITY AND LIABILITIES | |||||
| Equity | 2.9 | ||||
| Share Capital | 23.928 | 23.928 | 23.928 | 23.928 | |
| Share Premium | 38.641 | 38.641 | 38.641 | 38.641 | |
| Staturory Reserves | 1.629 | 1.251 | 1.629 | 1.251 | |
| Other Reserves | 320 | 320 | 306 | 306 | |
| Treasury Shares | (3.631) | - | - | - | |
| Retained Earnings | 27.983 | 26.757 | 12.436 | 14.641 | |
| Equity attributable to owners of the parent | 88.869 | 90.896 | 76.940 | 78.767 | |
| Non-controlling interest | 72 | 2.843 | |||
| Total Equity | 88.941 | 93.739 | 76.940 | 78.767 | |
| Long-term Liabilities | |||||
| Employee termination benefits liabilities | 2.810 | 2.711 | 2.810 | 2.711 | |
| Long-term Debt | 2.11 | 2.991 | 3.841 | 2.254 | 3.012 |
| Deferred Tax Obligations | 2.867 | 2.891 | - | - | |
| Other Long-term Liabilities | 132 | 144 | 124 | 124 | |
| Other Provisions | 2.14 | 974 | 974 | 71 | 71 |
| Total | 9.774 | 10.561 | 5.259 | 5.919 | |
| Short-term Liabilities | |||||
| Suppliers and other liabilities | 3.245 | 3.289 | 3.092 | 3.123 | |
| Income tax payable | 3.402 | 3.027 | 3.402 | 3.000 | |
| Short-Term Debt | 2.11 | 43.198 | 43.198 | 43.000 | 43.000 |
| Short-term portion of bond and bank loans | 2.11 | 20.822 | 21.507 | 20.640 | 21.343 |
| Other Liabilities | 2.12 | 11.009 | 7.198 | 10.463 | 6.435 |
| Short-term Contractual Obligations | 2.4 | 2.494 | - | 2.289 | - |
| Total | 84.169 | 78.220 | 82.886 | 76.900 | |
| Total Liabilities | 93.944 | 88.781 | 88.145 | 82.819 | |
| Total Equity and Liabilities | 182.885 | 182.520 | 165.085 | 161.587 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 01.01- | 01.01- | 01.01- | 01.01- | ||
| Amounts in thousands € | Ref. | 30.06.2018 | 30.06.2017 | 30.06.2018 | 30.06.2017 |
| Sales | 2.4, 2.5 | 29.800 | 27.449 | 23.890 | 21.615 |
| Cost of Sales | (17.779) | (16.962) | (13.649) | (13.102) | |
| Gross Profit | 2.12 | 12.021 | 10.486 | 10.242 | 8.514 |
| Distribution Expenses | (2.774) | (2.171) | (2.454) | (1.872) | |
| Administrative Expenses | (3.916) | (4.519) | (3.095) | (3.743) | |
| Other income | 590 | 538 | 344 | 356 | |
| Other expenses | (97) | (108) | (15) | (28) | |
| Operating Profit | 5.824 | 4.226 | 5.021 | 3.227 | |
| Financial expenses | 2.12 | (1.510) | (463) | (1.446) | (446) |
| Financial Income | 35 | 12 | 0 | 0 | |
| Other financial results | 2.12 | (116) | 606 | (107) | 533 |
| Profit / (Loss) before Tax | 4.232 | 4.382 | 3.468 | 3.314 | |
| Income Tax | 2.12 | (1.126) | (1.046) | (1.022) | (917) |
| Net Profit / (Loss) for the period | 3.106 | 3.336 | 2.446 | 2.397 | |
| Other Comprehensive Income | |||||
| subsequently reclassified in the | |||||
| income statement | |||||
| Fair value differences of tangible fixed assets and other | |||||
| intangible assets | - | - | - | - | |
| Income tax of other comprehensive income | - | - | - | - | |
| Other comprehensive income for the period after tax | - | - | - | - | |
| Total Comprehensive Income for the Period | 3.106 | 3.336 | 2.446 | 2.397 | |
| Profit for the period allocated to: | 2.12 | ||||
| Owners of the parent | 3.106 | 3.273 | 2.446 | 2.397 | |
| Non controlling Interests | - | 62 | |||
| 3.106 | 3.336 | 2.446 | 2.397 | ||
| Total Comprehensive Income for the Period | |||||
| allocated to: | |||||
| Owners of the parent | 3.106 | 3.273 | 2.446 | 2.397 | |
| Non controlling Interests | (0) | 62 | - | - | |
| 3.106 | 3.336 | 2.446 | 2.397 | ||
| Profit / (Loss) per Share attributable to the equity holders of | |||||
| the parent. | |||||
| Earnings After Taxes per Share - Basic | |||||
| (in €) | 2.13 | 0,1454 | 0,1532 | 0,1145 | 0,1122 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 01.01- 01.01- 30.06.2018 30.06.2017 |
01.01- 30.06.2018 |
01.01- 30.06.2017 |
|||
| EBIT | 5.824 4.226 |
5.021 | 3.227 | ||
| EBITDA | 9.122 6.698 |
7.289 | 4.670 |
| THE GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in thousands € Equity allocated to owners of the parent |
|||||||||
| Share Capital |
Share Premium |
Currency Translation Reserve |
Other Reserves |
Treasury Shares |
Retained earnings |
Total | Non controlling interests |
Total | |
| Balances as at 1 January 2017 | 23.928 | 38.641 | - | 1.302 | 18.116 | 81.987 | 2.962 | 84.949 | |
| Changes in Equity for the period | - | - | |||||||
| Transactions with Owners | - | - | - | - | |||||
| Transfer between Reserves | - | - | - | - | - | ||||
| Total Comprehensive Income for the period | - | - | - | 3.273 | 3.273 | 62 | 3.336 | ||
| Equity balance as at 30 June 2017 | 23.928 | 38.641 | - | 1.302 | - | 21.390 | 85.260 | 3.025 | 88.285 |
| Balances as at 1 January 2018 |
23.928 | 38.641 | - | 1.570 | - | 26.757 | 90.896 | 2.843 | 93.739 |
| Changes in Equity for the period | |||||||||
| Acquisition of Treasury Shares | (3.631) | (3.631) | (3.631) | ||||||
| Change from change in ownership interest in a subsidiary | 2.771 | 2.771 | (2.771) | - | |||||
| Transactions with Owners | - | - | - | - | (3.631) | 2.771 | (860) | (2.771) | (3.631) |
| Distribution of result for the year 2017 Total Comprehensive Income for the period |
- | - | - | 378 | (4.651) 3.106 |
(4.273) 3.106 |
- - |
(4.273) 3.106 |
|
| Equity balance as at 30 June 2018 | 23.928 | 38.641 | - | 1.949 | (3.631) | 27.983 | 88.869 | 72 | 88.941 |
Potential differences are due to rounding
| THE COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | Share | |||||||
| Amounts in thousands € | Capital | Premium | Other Reserves | Retained earnings | Total | |||
| Balances as at 1 January 2017 | 23.928 | 38.641 | 1.289 | 7.307 | 71.165 | |||
| Changes in Equity for the period | ||||||||
| Distribution of 2016 profit |
- | - | - | - | - | |||
| Total Comprehensive Income for the period | - | - | - | 2.397 | 2.397 | |||
| Equity balance as at 30 June 2017 | 23.928 | 38.641 | 1.289 | 9.703 | 73.561 | |||
| Balances as at 1 January 2018 | 23.928 | 38.641 | 1.557 | 14.641 | 78.767 | |||
| Changes in Equity for the period | ||||||||
| Distribution of 2017 profit |
- | - | 378 | (4.651) | (4.273) | |||
| Total Comprehensive Income for the period | - | - | - | 2.446 | 2.446 | |||
| Equity balance as at 30 June 2018 | 23.928 | 38.641 | 1.935 | 12.436 | 76.940 |
Potential differences are due to rounding
The accompanying notes form an integral part of the interim Financial Statements.
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01- | 01/01- | 01/01- | 01/01- | |
| Amounts in thousands € | 30/6/2018 | 30/6/2017 | 30/6/2018 | 30/6/2017 |
| Operating activities | ||||
| Profit / (Loss) before tax | 4.232 | 4.382 | 3.468 | 3.314 |
| Plus / less adjustments for: | ||||
| Depreciation | 3.299 | 2.472 | 2.267 | 1.443 |
| Provisions/ Revenues from unused provisions of previous years | 98 | 114 | 98 | 133 |
| Profit / (Loss) from asset sale & impairment | - | 2 | - | - |
| Foreign exchange differences | 119 | (746) | 110 | (492) |
| Interest income | (35) | (12) | 0 | (0) |
| Interest expenses | 1.513 | 478 | 1.468 | 446 |
| Operating profit prior to changes in working capital | 9.226 | 6.689 | 7.412 | 4.844 |
| Plus/ less adjustments for changes in working capital accounts or accounts | ||||
| related to operating activities: | ||||
| Decrease / (increase) in inventories | (68) | (58) | (41) | (86) |
| Decrease / (increase) in receivables | (1.114) | (204) | (814) | (391) |
| (Decrease) / increase in short term liabilities (except for banks) | 798 | 1.092 | 834 | 1.278 |
| Less: | ||||
| Interest expense and related expenses paid | (1.087) | (472) | (1.032) | (441) |
| Taxes paid | (153) | (131) | - | - |
| Total inflows / (outflows) from operating activities (a) | 7.602 | 6.917 | 6.359 | 5.206 |
| Investing Activities | ||||
| Acquisition of tangible and intangible assets | (1.432) | (1.271) | (1.246) | (914) |
| Interest collectable | 44 | 12 | - | - |
| Total inflows / (outflows) from investing activities (b) | (1.388) | (1.259) | (1.246) | (914) |
| Financing activities | ||||
| Payments of loans | (3.631) | - | - | - |
| Repayment of Finance Lease liabilities | (1.657) | (2.643) | (1.572) | (2.585) |
| Total inflows / (outflows) from financing activities (c ) | (5.288) | (2.643) | (1.572) | (2.585) |
| Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c ) | 926 | 3.015 | 3.542 | 1.707 |
| Cash and Cash equivalents at beginning of the period | 13.084 | 7.365 | 6.176 | 3.226 |
| Cash and cash equivalents at end of period | 14.009 | 10.380 | 9.718 | 4.932 |
The parent company of the Group is "LAMPSA HELLENIC HOTELS S.A. based in Athens, Vasileos Georgiou Α1, and registered in the Companies Register of the Ministry of Economy, Competitiveness and Shipping, No. REG 6015/06 / V/86/135 and GSC Reg. No. 223101000 and its term of duration is set at one hundred (100) years, which began from the publication in the Government Gazette of the Royal Decree approving its memorandum of association. In addition, the General Meeting of Shareholders held as at 19/06/20015, decided to extend the company's term of duration for fifty (50) years and amend, in this respect, Article 4 of the Articles of Incorporation. The company has been operating continuously since its foundation, over ninety-six (97) consecutive years.
The Group objective is acquisition, construction and operation of hotels in Athens and elsewhere in Greece or abroad, as well as related businesses, such as acquisition and / or exploitation of thermal spring water, resorts, public entertainment, clubs, etc. The Company website is www.lampsa.gr.
The shares of the Group are listed on the Athens Stock Exchange since 1946.
The interim six-month financial statements were approved for issue by the Company Board of Directors on 28 September, 2018.
The company LAMPSA and Starwood Hotels and Resorts Worldwide Inc, signed an agreement on management and hotel operation in December 2001. According to the agreement, Starwood, agreed to provide management and operation services to the hotel «Grande Bretagne». The term of the Management Agreement is initially of twenty five (25) years, with option to extend for another 25 years. Both companies have limited rights to terminate the agreement without reason. In 2013, the agreement was extended in order to include the management of the King George Hotel as well.
In 2010, there was also signed a management agreement with Starwood Hotels & Resorts Worldwide Inc. and Touristika Theretra S.A., the owner of «Sheraton Rhodes Resort» Hotel. The agreement concerns the assumption of operational management of the hotel (operating services agreement). It is to be noted that LAMPSA holds 50% of the shares of Touristika Theretra S.A.
It is to be noted that in 2016, the company Starwood Hotels & Resorts Worldwide Inc. was acquired by Marriott International Inc., and, therefore, Marriott International Inc. manages all three hotels.
In December 2017, the Company proceeded with the acquisition of the historic King George Hotel (including mobile items and brands) from Eurobank Ergasias S.A. for a total consideration of € 43 million. The hotel was leased to LAMPSA S.A. since 2013 and operated under shared management with the neighboring Grande Bretagne. Thus, the leasing expenses related to the hotel and standing at approximately € 1,50 million on annual basis are no longer effective.
LAMPSA Group has fully adopted all IFRSs and interpretations adopted by the European Union and their application is mandatory for the preparation of corporate and consolidated financial statements for the current period.
The Company interim six-month Financial Statements as of 30/06/2018 cover the period from January, 1, 2018 to June 30, 2018 and have been prepared in compliance with International Accounting Standard («IAS») 34 «Interim Financial Reporting».
The accounting policies based on which the interim six-month Financial Statements were prepared and are presented are in accordance with those used in the preparation of the Group and the Company Annual Financial Statements for the FY ended as at December 31, 2017, apart from amendments to the standards, effective as from 01/01/2018.
The interim six-month Financial Statements shall be considered in line with the annual financial statements as of December 31st, 2017, which are available on the parent Company's website www.lampsa.gr.
The interim six-month Financial Statements for the period 1/1 – 30/06/2018 have been prepared under the historical cost convention as modified due to revaluation of certain assets and liabilities at fair value and going concern principle.
The preparation of interim six-month Financial Statements according to IFRSs requires use of accounting estimates and judgments of the Management under the application of the accounting principles. It also requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the best knowledge of the Management with respect to current events and actions, actual results may finally differ from those estimates.
The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2018.
In July 2014, the IASB issued the final version of IFRS 9. The package of improvements introduced by the final version of the Standard, includes a logical model for classification and measurement, a single, forward-looking "expected loss" impairment model and a substantially-reformed approach to hedge accounting. The effect of the new Standard is reported in Note 2.4
In May 2014, the IASB issued a new Standard, IFRS 15. The Standard fully converges with the requirements for the recognition of revenue in both IFRS and US GAAP. The key principles on which the Standard is based are consistent with much of current practice. The new Standard is expected to improve financial reporting by providing a more robust framework for addressing issues as they arise, increasing comparability across industries and capital markets, providing enhanced disclosures and clarifying accounting for contract costs. The new Standard will supersede IAS 11 "Construction Contracts", IAS 18 "Revenue" and several revenue related Interpretations. The effect of the new Standard is reported in Note 2.4
In April 2016, the IASB published clarifications to IFRS 15. The amendments to IFRS 15 do not change the underlying principles of the Standard, but clarify how those principles should be applied. The amendments clarify how to identify a performance obligation in a contract, how to determine whether a company is a principal or an agent and how to determine whether the revenue from granting a license should be recognized at a point in time or over time. The effect of the new Standard is reported in Note 2.4
In June 2016, the IASB published narrow scope amendment to IFRS 2. The objective of this amendment is to clarify how to account for certain types of share-based payment transactions. More specifically, the amendments provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, for share-based payment transactions with a net settlement feature for withholding tax obligation, as well as, a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendments do not affect the consolidated and separate Financial Statements.
In September 2016, the IASB published amendments to IFRS 4. The objective of the amendments is to address the temporary accounting consequences of the different effective dates of IFRS 9 Financial Instruments and the forthcoming insurance contracts Standard. The amendments to existing requirements of IFRS 4 permit entities whose predominant activities are connected with insurance to defer the application of IFRS 9 until 2021 (the "temporary exemption") and also permit all issuers of insurance contracts to recognize in other comprehensive income, rather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts Standard is issued (the "overlay approach"). The amendments do not affect the consolidated and separate Financial Statements.
In December 2016, the IASB issued Annual Improvements to IFRSs – 2014-2016 Cycle, a collection of amendments to IFRSs, in response to several issues addressed during the 2014-2016 cycle. The issues included in this cycle and are effective for annual periods starting on or after 01/01/2018 are the following: IFRS 1: Deletion of short-term exemptions for first-time adopters, IAS 28: Measuring an associate or joint venture at fair value. The amendments do not affect the consolidated and separate Financial Statements.
In December 2016, the IASB published narrow-scope amendments to IAS 40. The objective of the amendments is to reinforce the principle for transfers into, or out of, investment property in IAS 40, to specify that (a) a transfer into, or out of investment property should be made only when there has been a change in use of the property, and (b) such a change in use would involve the assessment of whether the property qualifies as an investment property. That change in use should be supported by evidence. The amendments do not affect the consolidated and separate Financial Statements.
In December 2016, the IASB issued a new Interpretation, IFRIC 22. IFRIC 22 provides requirements about which exchange rate to use in reporting foreign currency transactions (such as revenue transactions) when payment is made or received in advance. The new Interpretation does not affect the consolidated and separate Financial Statements.
The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union.
In January 2016, the IASB issued a new Standard, IFRS 16. The objective of the project was to develop a new Leases Standard that sets out the principles that both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'), apply to provide relevant information about leases in a manner that faithfully represents those transactions. To meet this objective, a lessee is required to recognise assets and liabilities arising from a lease. The practical effect arising from IFRS 16 implementation on the Group financial statements will depend – on one hand – on the leases condition effective till the first implementation data and – on the other hand - on the Group interests on borrowings. The above have been adopted by the European Union with effective date of 01/01/2019.
In October 2017, the IASB published narrow-scope amendments to IFRS 9. Under the existing requirements of IFRS 9, an entity would have measured a financial asset with negative compensation at fair value through profit or loss as the "negative compensation" feature would have been viewed as introducing potential cash flows that were not solely payments of principal and interest. Under the amendments, companies are allowed to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2019.
In October 2017, the IASB published narrow-scope amendments to IAS 28. The objective of the amendments is to clarify that companies account for long-term interests in an associate or joint venture – to which the equity method is not applied – using IFRS 9. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In December 2017, the IASB issued Annual Improvements to IFRSs – 2015-2017 Cycle, a collection of amendments to IFRSs, in response to several issues addressed during the 2015-2017 cycle. The issues included in this cycle are the following: IFRS 3 - IFRS 11: Previously held interest in a joint operation, IAS 12: Income tax consequences of payments on financial instruments classified as equity, IAS 23: Borrowing costs eligible for capitalization. The amendments are effective for annual periods beginning on or after 1 January 2019. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In February 2018, the IASB published narrow-scope amendments to IAS 19, under which an entity is required to use updated assumptions to determine current service cost and net interest for the remainder of the reporting period after an amendment, curtailment or settlement to a plan. The objective of the amendments is to enhance the understanding of the financial statements and provide useful information to the users. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In June 2017, the IASB issued a new Interpretation, IFRIC 23. IAS 12 "Income Taxes" specifies how to account for current and deferred tax, but not how to reflect the effects of uncertainty. IFRIC 23 provides requirements that add to the requirements in IAS 12 by specifying how to reflect the effects of uncertainty in accounting for income taxes. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analyzes the concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
The Group and the Company implement the Standard starting on 01/01/2018 without revising the prior periods comparative information.
Attention has been paid to IFRS 9 approach, which is affected by the business model to which an asset belongs as well as by the cash flow characteristics. Following the aforementioned review, the Group and the Company consider that there is no impact on the classification and measurement of its trade and other receivables, which will continue to be measured at amortized cost
In addition, for the most part, IFRS 9 maintains the effective provisions IAS 39 regarding Classification of Financial Liabilities. The only change relates to liabilities recognized at fair value through profit or loss where, under IFRS 9, changes arising from credit risk will be recognized in other comprehensive income. Other changes in fair value will be recognized in the income statement.
The Group and the Company have no financial liabilities that are measured at fair value through profit or loss. Consequently, the Group estimates that there is no impact arising from the classification of financial liabilities.
IFRS 9 introduces a new method of calculating the impairment based on expected credit losses that leads to a more direct recognition of impairment. At the same time, it introduces a simplified calculation method regarding trade and financial receivables.
The Group and the Company have determined that their trade receivables and other financial assets are of low credit risk and will adopt the simplified method of expected credit losses. Given the low credit risk of the Group and Company transactions, the implementation of the new standard has not generated the need to make additional provisions as at 01/01/2018, while on 30/06/2018, the Group and the Company made additional provision amounting to € 50,5 k arising from the implementation of the Standard. The
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
additional amount arising as at 30/06/2018 is due to the seasonality recorded in the receivables within the interim period related to touristic season.
IFRS 9 requires an entity to confirm that hedge accounting is in line with its risk management activities and that if applies a more qualitative and future-oriented approach to assessing its effectiveness. Furthermore, IFRS 9 introduces enhanced disclosures and does not allow for voluntary discontinuation of hedge accounting.
The Group and the Company do not apply hedge accounting.
The Group and the Company implement the Standard starting on January 1, 2018 using the modified retrospective method, ie the effect from the transition will be recognized cumulatively in retained earnings while the comparative amounts will not be modified.
Most of the revenues for the Group come from rendering services related to the rental of rooms, use of hotel facilities, catering services, use of the building facilities. Under IFRS 15, revenue is recognized at a given point in time when the obligation to perform the service is met. Under the existing revenue recognition accounting policy, the Group and the Company recognize revenue for services when they are rendered. Therefore, the implementation of the new Standard will not have a significant effect on the Financial Statements.
When a third party is involved in provision of goods or services, the Group and the Company shall determine whether the nature of the service offer is an obligation to perform services by itself (that is, it is the principal) or not (that is, it is the agent). Based on the assessment performed so far, the Group acts as the principal regarding the largest part of the transactions. In cases when the Group and the Company act as agents, they shall only recognize net profit as income. Implementation of the new Standard has resulted in offsetting the amount of € 353 k of cost of sales and sales without affecting the Group and the Company results.
The Group and the Company receive prepayments from customers and recognize a contractual obligation equal to the amount of prepayment for the obligation to transfer goods or services in the future. The Group and the Company recognize revenue when they transfer these goods or services and, consequently, fulfill the obligation in question. However, customers may not exercise all their contractual rights. Under the new standard, the Group and the Company shall estimate whether they will be entitled to an amount by not redeeming the rewards. If it has been defined that the Group and the Company are entitled to an amount from non-redeeming rewards, then they will recognize the estimated benefit as revenue when the probability of residual rights being exercised by the client is minimized. The implementation of the new Standard has no significant effect on the Financial Statements.
The following tables present the adjustments recognized in respect of every item of the Statement of Financial Position as at January 1st , 2018, following the implementation of IFRS 15 and IFRS 9:
| THE GROUP | ||||
|---|---|---|---|---|
| Amounts in thousands € | 31.12.2017 | IFRS 15 Adjustments |
IFRS 9 Adjustments |
1/1/2018 |
| ASSETS | ||||
| Non-Current Assets | ||||
| Property, plant and equipment | 154.893 | 154.893 | ||
| Intangible Assets | 253 | 253 | ||
| Other Long-term Assets | 272 | 272 | ||
| Deferred Tax Assets | 7.800 | 7.800 | ||
| Total | 163.217 | - | - | 163.217 |
| Current Assets | ||||
| Inventory | 1.612 | 1.612 | ||
| Trade and other receivables | 2.414 | 2.414 | ||
| Other Receivables | 1.761 | 1.761 | ||
| Other Current Assets | 432 | 432 | ||
| Cash and cash equivalents | 13.084 | 13.084 | ||
| Total | 19.303 | - | - | 19.303 |
| Total Assets | 182.520 | - | - | 182.520 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share Capital | 23.928 | 23.928 | ||
| Share Premium | 38.641 | 38.641 | ||
| Statutory Reserves | 1.251 | 1.251 | ||
| Other Reserves | 320 | 320 | ||
| Retained Earnings | 26.757 | 26.757 | ||
| Reserves of foreign exchange | - | - | ||
| Equity attributable to owners of the parent | 90.896 | - | - | 90.896 |
| Non-controlling interest | 2.843 | 2.843 | ||
| Total Equity | 93.739 | - | - | 93.739 |
| Long-term Liabilities | ||||
| Employee termination benefits liabilities | 2.711 | 2.711 | ||
| Long-Term Debt | 3.841 | 3.841 | ||
| Deferred Tax Obligations | 2.891 | 2.891 | ||
| Other Long-Term Liabilities | 144 | 144 | ||
| Other provisions | 974 | 974 | ||
| Total | 10.561 | - | - | 10.561 |
| Short-term liabilities | ||||
| Short-term Liabilities | 3.289 | 3.289 | ||
| Suppliers and other liabilities | 3.027 | 3.027 | ||
| Income tax payable | - | - | ||
| Short-Term Debt | 43.198 | 43.198 | ||
| Short-term portion of bond and bank loans | 21.507 | 21.507 | ||
| Other liabilities | 7.198 | (1.752) | 5.446 | |
| Short-term contractual obligations | 1.752 | 1.752 | ||
| Total | 78.220 | - | - | 78.220 |
| Total Liabilities | 88.781 | - | - | 88.781 |
| Total Equity and Liabilities | 182.520 | - | - | 182.520 |
| IFRS 15 IFRS 9 Amounts in thousands € 31.12.2017 Adjustments Adjustments 1/1/2018 ASSETS Non-Current Assets Property, plant and equipment 118.749 118.749 Intangible Assets 55 55 Investments in Subsidiaries 23.204 23.204 Investments in Joint Ventures - - Other Long-term Assets 108 108 Deferred Tax Assets 7.984 7.984 Total 150.100 - - 150.100 Current Assets Inventory 1.260 1.260 Trade and other receivables 2.212 2.212 Other Receivables 1.485 1.485 Other Current Assets 353 353 Cash and cash equivalents 6.176 6.176 Total 11.486 - - 11.486 Total Assets 161.587 - - 161.587 EQUITY AND LIABILITIES Equity Share Capital 23.928 23.928 Share Premium 38.641 38.641 Statutory Reserves 1.251 1.251 Other Reserves 306 306 Retained Earnings 14.641 14.641 Reserves of foreign exchange - Equity attributable to owners of the parent 78.767 - - 78.767 Non-controlling interest Total Equity 78.767 - - 78.767 Long-term Liabilities Employee termination benefits liabilities 2.711 2.711 Long-Term Debt 3.012 3.012 Other Long-Term Liabilities 124 124 Other provisions 71 71 Total 5.919 - - 5.919 Short-term liabilities Suppliers and other liabilities 3.123 3.123 Income tax payable 3.000 3.000 Short-Term Debt 43.000 43.000 Short-term portion of bond and bank loans 21.343 21.343 Other liabilities 6.435 (1.578) 4.857 Short-term contractual obligations - 1.578 1.578 Total 76.900 - - 76.900 Total Liabilities 82.819 - - 82.819 |
THE COMPANY | ||||||
|---|---|---|---|---|---|---|---|
| Total Equity and Liabilities | 161.587 | - | - | 161.587 |
The following tables present the adjustments recognized in respect of every item of the Statement of Comprehensive Income for the period 01/01-30/06/2018, following the implementation of IFRS 15 and IFRS 9:
| THE GROUP | ||||||
|---|---|---|---|---|---|---|
| Amounts in thousands € | 01.01- 30.06.2018 (IAS 18 & IFRS 39) |
IFRS 15 Adjustments |
IFRS 9 Adjustments |
01.01- 30.06.2018 |
||
| Sales | 30.153 | (353) | - | 29.800 | ||
| Cost of Sales | (18.132) | 353 | - | (17.779) | ||
| Gross Profit | 12.021 | - | - | 12.021 | ||
| Distribution expenses | (2.774) | - | - | (2.774) | ||
| Administrative expenses | (3.866) | - | (51) | (3.916) | ||
| Other income | 590 | - | - | 590 | ||
| Other expenses | (97) | - | - | (97) | ||
| Operating profit | 5.874 | - | (51) | 5.824 | ||
| Financial Income | (1.510) | (1.510) | ||||
| Financial Expenses | 35 | 35 | ||||
| Other financial results | (116) | (116) | ||||
| Earnings before tax | 4.283 | - | (51) | 4.232 | ||
| Income Tax | (1.126) | (1.126) | ||||
| Earnings after tax | 3.157 | - | (51) | 3.106 |
| THE GROUP | ||||
|---|---|---|---|---|
| Amounts in thousands € | 01.01- 30.06.2018 (IAS 18 & IFRS 39) |
IFRS 15 Adjustments |
IFRS 9 Adjustments |
01.01- 30.06.2018 |
| Sales | 24.243 | (353) | 23.890 | |
| Cost of Sales | (14.001) | 353 | (13.649) | |
| Gross Profit | 10.242 | - | - | 10.242 |
| Distribution expenses | (2.454) | (2.454) | ||
| Administrative expenses | (3.044) | (51) | (3.095) | |
| Other income | 344 | 344 | ||
| Other expenses | (15) | (15) | ||
| Operating profit | 5.072 | - | (51) | 5.021 |
| Financial Income | (1.446) | (1.446) | ||
| Financial Expenses | 0 | 0 | ||
| Other financial results | (107) | (107) | ||
| Earnings before tax | 3.519 | - | (51) | 3.468 |
| Income Tax | (1.022) | (1.022) | ||
| Earnings after tax | 2.496 | - | (51) | 2.446 |
In the comparative period, the respective amount regarding offsetting cost of sales and sales stood at € 300 k.
In accordance with the provisions of IFRS 8, the identification of operating segments is based on the "Management approach". According to this approach, the information to be disclosed regarding the operating segments should be based on internal organizational and management structure of the Group and the main items of internal financial reporting provided to the key decision makers. The Management
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
monitors the operating results of its operating segments separately for the purpose of making decisions on resource allocation and performance assessment thereof. It is to be noted that the Group applies the same accounting principles for the measurement of operating segment's results as those in the Financial Statements.
Transactions between operating segments are performed within the regular business operations of the Group. Inter-segment sales are eliminated on consolidation.
The operating segments presented include renting rooms, food and beverage sales and other activities (Income SPA-Health Club, Telephone Revenue, etc.). The Group results, assets and liabilities per segment in respect of the presented periods are analyzed as follows:
| RENTING | SALE OF FOOD AND |
OTHER | NON | ||
|---|---|---|---|---|---|
| Segment results as at 30/06/2018 | ROOMS | BEVERAGE | ACTIVITIES | ALLOCATED | TOTAL |
| Sales | |||||
| - to external clients | 19.907 | 8.499 | 1.385 | 29.791 | |
| - to other segments | 9 | - | 9 | ||
| Net sales of the segment | 19.907 | 8.499 | 1.394 | - | 29.800 |
| Financial Income | 22 | 11 | 2 | - | 35 |
| Financial Expenses | (951) | (468) | (91) | - | (1.510) |
| Depreciation | 2.415 | 743 | 141 | - | 3.299 |
| Earnings before tax | 2.666 | 1.312 | 254 | - | 4.232 |
| Income tax | (709) | (349) | (68) | - | (1.126) |
| Earnings after tax | 1.957 | 963 | 186 | - | 3.106 |
| 30/6/2017 | |||||
| Non-current assets | 97.223 | 47.840 | 9.259 | - | 154.323 |
| Other Non-current Assets (Deferred Tax | |||||
| Assets, Joint Ventures) | 7.946 | 7.946 | |||
| Other assets | 12.988 | 6.391 | 1.237 | - | 20.616 |
| Total Assets | 115.217 | 56.694 | 10.973 | - | 182.885 |
| Total Liabilities | 59.184 | 29.122 | 5.637 | - | 93.944 |
| SALE OF | |||||
|---|---|---|---|---|---|
| Segment results as at 30/06/2017 | RENTING ROOMS |
FOOD AND BEVERAGE |
OTHER ACTIVITIES |
NON ALLOCATED |
TOTAL |
| Sales | |||||
| - to external clients | 17.973 | 7.750 | 1.725 | 27.449 | |
| - to other segments | - | - | |||
| Net sales of the segment | 17.973 | 7.750 | 1.725 | - | 27.449 |
| - | |||||
| Financial Income | 8 | 4 | 1 | - | 12 |
| Financial Expenses | (292) | (144) | (28) | - | (463) |
| Depreciation | 1.809 | 557 | 105 | - | 2.472 |
| Earnings before tax | 2.760 | 1.358 | 263 | - | 4.382 |
| Income tax | (659) | (324) | (63) | - | (1.046) |
| Earnings after tax | 2.102 | 1.034 | 200 | - | 3.336 |
| 31/12/2017 | |||||
| Non-current assets | 97.913 | 48.179 | 9.325 | 155.417 | |
| Other Non-current Assets (Deferred Tax | |||||
| Assets, Joint Ventures) | 7.800 | 7.800 | |||
| Other assets | 12.161 | 5.984 | 1.158 | - | 19.303 |
| Total Assets | 110.074 | 54.163 | 10.483 | 7.800 | 182.520 |
| Total Liabilities | 55.932 | 27.522 | 5.327 | 88.781 |
It is to be noted that the company's hotels located in Athens ("Grand Bretagne" and "King George") follow the seasonality of the tourism destination, and therefore, the average occupancy rate is almost double within the summer season (May - October) versus the corresponding winter period (November - April).
The headquarters of the Group are in Greece. Geographically, the Group operates mainly in Greece, Cyprus and Serbia (§ 2.7).
| 1/1-30/06/2018 | 30/6/2018 | 1/1-30/06/2017 | 31/12/2017 | |
|---|---|---|---|---|
| NON-CURRENT | NON-CURRENT | |||
| Amounts in thousands € | SALES | ASSETS | SALES | ASSETS |
| GREECE | 23.890 | 118.663 | 21.615 | 118.912 |
| CYPRUS | - | |||
| SERBIA | 5.910 | 35.660 | 5.833 | 36.505 |
| TOTAL | 29.800 | 154.323 | 27.449 | 155.417 |
Revenue per geographical area and category is analysed as follows:
| SALE OF FOOD | OTHER | |||
|---|---|---|---|---|
| 01.01-30.06.2018 | RENTING ROOMS | AND BEVERAGE | ACTIVITIES | TOTAL |
| GREECE | 16.061 | 6.849 | 980 | 23.890 |
| CYPRUS | - | - | - | - |
| SERBIA | 3.846 | 1.650 | 414 | 5.910 |
| TOTAL | 19.907 | 8.499 | 1.394 | 29.800 |
| 01.01-30.06.2017 | RENTING ROOMS | SALE OF FOOD AND BEVERAGE |
OTHER ACTIVITIES |
TOTAL |
|---|---|---|---|---|
| GREECE | 14.232 | 6.096 | 1.287 | 21.615 |
| CYPRUS | - | - | - | - |
| SERBIA | 3.741 | 1.655 | 438 | 5.833 |
| TOTAL | 17.973 | 7.750 | 1.725 | 27.449 |
During the period, for the Company and the Group, net investments into tangible and intangible assets amounted to € 2 million and € 2,2 million. The investments pertain to renovation of rooms and the purchase of other equipment.
The Parent Company property items are burdened with liens amounting to € 48,850 as well as 25,500 USD for outstanding loans.
As at 30 June, 2018 and 31 December 2017, the Group and the Company had no commitments for capital expenditures.
The following is an analysis of equity of the parent Company in subsidiaries and associates:
| Amounts in thousands € |
ACQUISITION VALUE 30.06.2017 |
ACQUISITION VALUE 31.12.2016 |
DOMICILE - COUNTRY |
FUNC. CURRENCY |
DIRECT PARTICIPATING INTEREST % |
INDIRECT PARTICIPATING INTEREST % |
TREASURY SHARES* |
RELATIONSHIP | CONSOLIDATION METHOD |
OPERATING FIELD |
|---|---|---|---|---|---|---|---|---|---|---|
| LAMPSA | ||||||||||
| HELLENIC | Full | Hotel | ||||||||
| HOTELS S.A. | - | - | Greece | € | PARENT | PARENT | Consolidation | services | ||
| LUELLA ENTERPRISES |
Full | |||||||||
| LTD | 18.732 | 18.732 | Cyprus | € | 100,00% | SUBSIDIARY | Consolidation | Holding | ||
| EKSCELSIOR BELGRADE SOCIALLY OWNED HOTEL & CATERING TOURIST |
17,23% | Full | Hotel | |||||||
| ENTERPRISES | 7.434 | 7.434 | Serbia | € | 80,33% | SUBSIDIARY | Consolidation | services | ||
| BEOGRADSKO MESOVITO PREDUZECE A.D. |
- | - | Serbia | € | - | 94,60% | 5,4% | SUBSIDIARY | Full Consolidation |
Hotel services |
| MARKELIA ENTERPRISES COMPANY LTD |
- | - | Cyprus | € | - | 100,00% | SUBSIDIARY | Full Consolidation |
Services | |
| Total | 26.166 | 26.166 | ||||||||
| Provisions for devaluation |
(2.962) | (2.962) | ||||||||
| Net Value | 23.204 | 23.204 |
*See analysis in §1.2.
The Group jointly participates with other parties (50%) in the Management of the company «Touristika Theretra S.A.».
Changes in Joint Ventures are presented in the following table:
| Value as at 01.01.18 |
Profit after tax 01.01- 30.06.2018 |
Value as at 30.06.2018 |
|
|---|---|---|---|
| TOURISTIKA | |||
| THERETRA | |||
| S.A. | 0 | 0 | 0 |
| Total | 0 | 0 | 0 |
Joint Venture acquisition cost in the parent company books is recorded as follows:
| Amounts in thousands € | ACQUISITION VALUE 30.06.2018 |
ACQUISITION VALUE 31.12.2017 |
|---|---|---|
| TOURISTIKA THERETRA S.A. | 9.260 | 9.260 |
| Total | 9.260 | 9.260 |
| Provisions for devaluation | (9.260) | (9.260) |
| Total | - | - |
Condensed data on Touristika Theretra S.A. is presented below as follows:
| 30/6/2018 | 31/12/2017 | |
|---|---|---|
| Amounts in thousands € | ||
| Non-current Assets | 30.155 | 30.343 |
| Current Assets | 3.977 | 2.776 |
| Total Assets | 34.132 | 33.120 |
| Total Equity | (1.549) | (126) |
| Long-term Liabilities | 24.885 | 25.828 |
| Short-term Liabilities | 10.797 | 7.418 |
| Total Liabilities | 35.682 | 33.245 |
| Statement of Comprehensive Income | 01/01-30/06/2018 | 01/01-30/06/2017 |
| Profit / Loss after tax | (1.424) | (1.699) |
| Other comprehensive income / (loss) | - | - |
| Total comprehensive income / (loss) | (1.424) | (1.699) |
| Depreciation | 779 | 831 |
| Financial income | 3 | 3 |
| Financial expenses | 262 | 403 |
| Income tax | 107 | (325) |
The Group and the Company Equity is analyzed as follows:
| Amounts in thousands € | Group | Company | ||
|---|---|---|---|---|
| EQUITY | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 |
| Capital and reserves attributable to parent |
||||
| owners | ||||
| Share capital | 23.928 | 23.928 | 23.928 | 23.928 |
| Share premium | 38.641 | 38.641 | 38.641 | 38.641 |
| Other reserves | 1.949 | 1.570 | 1.935 | 1.557 |
| Treasury Shares | (3.631) | - | - | - |
| Retained earnings | 27.983 | 26.757 | 12.436 | 14.641 |
| Total | 88.869 | 90.896 | 76.940 | 78.767 |
| Non-controlling interest | 72 | 2.843 | - | - |
| Total Equity | 88.941 | 93.739 | 76.940 | 78.767 |
As at 30/06/2018, the Company share capital amounts to € 23.927,680, divided in 21.364.000 common shares of nominal value € 1,12 each. The Company shares are listed on the Athens Stock Exchange Security Market (Travel & Leisure Sector, Hotels).
The account "Equity Shares" pertains to acquisition of equity shares by the company EXCELSIOR BELGRADE A, which acquired 17,23% of shares versus a consideration of € 1 million. Furthermore, the company BEOGRADSKO MESOVITO PREDUZECE AD acquired 5,4% τof shares versus a consideration of € 2,5 million.
There aren't at the end of the current period, shares of the parent company held by it or by its subsidiaries or jointly controlled companies.
The account «Other Reserves» of the Group includes the following reserves categories: «Statutory Reserves» and «Other Extraordinary Reserves».
The amended IAS 19," Employee Benefits" was applied in the financial Statements of FY 2013 and retrospectively from 1 January 2012. Under the amended standard, the option of gradual recognition of actuarial gains and losses is eliminated under the ' corridor approach '. Therefore, actuarial gains and losses, presented in a fiscal year, will be recognized fully and directly in the Statement of Comprehensive Income for this year and will be presented in separate reserves, Actuarial results reserves, in Equity of the Group and the Company.
From the above, the statutory reserve is mandatory formed from the profits of each financial year and remains in equity of the Company to offset any losses incurred in the future and is taxed in each period in which they were formed and therefore is tax exempted.
As far as the remaining reserves are concerned, they can be distributed to shareholders given that the attributable tax has been paid.
Offsetting deferred tax assets and liabilities is performed, in terms of company, when there is an enforceable legal right to do so and when the deferred income taxes relate to the same tax authority.
The tax rates for the current year regarding the companies operating abroad are as follows:
| Country | Tax rate |
|---|---|
| SERBIA | 15% |
| CYPRUS | 12,50% |
Deferred income tax is provided on temporary differences using the tax rates expected to apply to the countries where the Group companies are active. The amounts shown in the balance sheet are expected to be recovered or settled after the current period.
The borrowings of the Group and of the Company, both long and short term, are analyzed in the following table:
| Amounts in thousands € | Group | Company | ||
|---|---|---|---|---|
| 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | |
| Long-term debt | ||||
| Bond loans | 2.991 | 3.012 | 2.254 | 3.012 |
| Long-term bank loans | 829 | |||
| Total long-term debt | 2.991 | 3.841 | 2.254 | 3.012 |
| Short-term debt | ||||
| Short-term bank loans | 43.198 | 43.198 | 43.000 | 43.000 |
| Short-term portion of bond and bank loans | 20.822 | 21.507 | 20.640 | 21.343 |
| Total short-term debt | 64.021 | 64.706 | 63.640 | 64.343 |
| Total | 67.012 | 68.547 | 65.894 | 67.356 |
On the property of the Parent Company and the Group there are liens amounting to € 48,850 k and \$ 25,500 k for outstanding loans. Moreover, there are guarantees of € 2,750 k provided by the parent company securing short-term borrowings of TOURISTIKA THERETRA.
During the period, the Company and the Group received no new loans while they paid € 1,66 million and € 1,57 million respectively.
The effective weighted average interest rates of the Group, on the balance sheet date are:
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | |
| Bank Debt | 4,46% | 1,71% | 4,34% | 1,72% |
Regarding the loans maturity and the Group's negotiation with the lending banks - Eurobank & Alpha Bank – regarding refinancing of its loans, the respective analysis is presented in paragraph §2.20 Risk management policies (Liquidity Risk).
In the first semester of 20178 the tourism sector substantially improved, since there was an increase in arrivals, in line with an increase in revenue. On the contrary, the consequences of the economic crisis are reflected in the revenue of the Food & Beverage segment, where Greek presence has been traditionally strong, resulting in a lower rate of revenue growth compared to the room revenue increase.
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
Stabilization in room occupancy ration can also be observed in the Serbian hotel market, after the increase of the last two years, since demand is showing signs of recovery, assisted by the new foundations caused by Serbia's admission to the EU (airports, privatization of air transportation operator etc). However, an increase in revenue has not been recorded owing to extensive competition from a high number of new hotels in the Belgrade area.
Room occupancy ratio of the luxury hotel industry in Athens increased by 3,7% compared to the relative sixmonth period of 2017, adjusting the ratio to 72,5% versus 69,9% in 2017. The average room price at the hotels increased by 9,7% versus 2017, standing at € 164,56 as compared to € 149,95 in 2017. Therefore, room occupancy ratio of the luxury hotel industry in Athens increased by 13,8% and respectively the total room revenue increased by 13,7%.
"Grande Bretagne" hotel recorded a 11,8% sales increase versus the relative period in 2017, while «King George» hotel recorded 13,5% sales increase. Regarding the Group Hotels in Serbia, they recorded a marginal increase in sales, in particular, "Hyatt Regency Belgrade" - recorded a marginal sales increase by 0,4%, whereas "Excelsior" recorded an impressive increase by 20,88% due to the undertaking of the hotel management Accor hotel group.
In terms of EBITDA, the relative increase in sales and expenditure restraint (despite rigidity of payroll expenses) resulted in increased sizes for the Group (€9,12 million versus € 6,70 million in 2017) with a significant improvement for the Company (€ 7,29 million versus € 4,67 in the respective period of 2017). Moreover, Sheraton Rhodes Hotel, presented an increase in sales by 5,7%.
Turnover in the first six-month period of 2018 at consolidated level stood at € 29,80 million versus € 27,45 million in the same period in 2017, presenting an increase of 8,57%. The turnover of the parent company (Hotels "Grande Bretagne and "King George") stood at € 23,89 million versus € 21,62 million in the comparative 2017 period, increased by 10,52%.
Consolidated gross profit amounted to € 12,02 million from € 10,49 million in 2017, presenting an increase due to the increase in turnover, while gross profit margin changed from 38,20% in 2017 to 40,34% in 2018. Gross profit of the parent company stood at € 10,24 million compared to profit of € 8,51 million in 2017. The gross profit margin of the Company amounted to 42,87% in 2018 versus profit of 39,39% in the respective last year period.
The aforementioned increase in turnover that affected almost the total of the Group gross earning, also affected the Group operating earnings (EBITDA) that presented profit of € 9,12 million versus profit of € 6,70 million in 2017, increased by 36,20%. Respectively, the parent company operating earnings stood at profit of € 7,29 million versus profit of € 4,67 million in 2017, increased by 56,09%. Moreover, EBITDA margin stood at 30,61% versus 24,40% in 2017 for the Group and at 30,51% versus 21,60% for the Company respectively.
Financial Cost of the Group and the Company increased by € 1,05 million and € 1 million respectively due to additional short-term loan of the company of the previous year by € 43 million.
Other financial results of the Group and the Company relate mainly to loan exchange differences arising from euro/dollar exchange ratios.
Earning before tax of the Group recorded profit of € 4,23 million versus profit of € 4,38 million for the comparative 2017 period. Earnings before tax of the parent company recorded profit of € 3,47 million versus profits of € 3,31 million for the comparative 2017 period.
Income Tax of the Company and the Group includes calculation of deferred tax. Tax expenses for the Group stood at € 1,13 million and for the Company at expenses of € 1,02 million versus tax expenses of € 1,05 million and € 917,32 k for the Group and the Company for the comparative period.
Net earnings after tax and before non-controlling interests for the Group recorded profit of € 3,11 million, versus profit of € 3,27 million for the comparative period of 2017. The parent company recorded profit of € 2,45 million versus profit of € 2,40 million for the comparative period of 2017.
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
The balances of the accounts Trade and Other Receivables and Other Current Assets of the Group and the Company as at 30/06/2018 are presented increased by 37,95% and 32,09% respectively versus the balances recorded as at 31/12/2017, due to the nature of the Company and the Group operations, affected by seasonality of sales, contributing to generating bigger open balances within the interim reporting period. It is expected that during the following months, given the capitalization of the aforementioned receivables, the trade balances will be significantly decreased, thus reaching the normal levels. Likewise, the balances of the accounts Other Liabilities of the Group and the Company are increased by 52,94% and 62,60% respectively as at 30/06/2018 versus 31/12/2017 due to accrued expenses expected to be settled in the following months.
Basic profit / (losses) per share are calculated based on profits / (losses) after taxes and Non- controlling interests from continuing operations, on the weighted average number of ordinary shares of the parent company.
The following is an analysis of profit/(loss) per share:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in thousands € | 01/01- 30/6/2018 |
01/01- 30/6/2017 |
01/01- 30/6/2018 |
01/01- 30/6/2017 |
| Profit attributable to the owners of the parent | 3.106 | 3.273 | 2.446 | 2.397 |
| Weighted average number of shares | 21.364.000 | 21.364.000 | 21.364.000 | 21.364.000 |
| Basic earnings per share (in €) | 0,1454 | 0,1532 | 0,1145 | 0,1122 |
| PROVISIONS RECORDED IN LONG-TERM LIABILITIES |
||
|---|---|---|
| Legal claims | Provisions by customers |
|
| 31.12.2016 | 621 | 193 |
| Additional provisions | 372 | - |
| Used provisions | (18) | (22) |
| Unused amounts reversed | (128) | |
| 31.12.2017 | 974 | 42 |
| Additional provisions | 51 | |
| Unused amounts reversed | (22) | |
| 30.06.2018 | 974 | 71 |
| PROVISIONS RECORDED IN LONG-TERM LIABILITIES |
||
|---|---|---|
| Legal claims | Provisions by customers |
|
| 31.12.2016 | 89 | 182 |
| Used provisions | (18) | (12) |
| Unused amounts reversed | - | (128) |
| 31.12.2017 | 71 | 42 |
| Additional provisions | 51 | |
| Unused amounts reversed | ||
| 30.06.2018 | 71 | 71 |
In the above table, provisions for bad debts less receivables are presented.
The following transactions refer to related parties transactions:
| Amounts in thousands € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 01/01 - | 01/01 - | 01/01 - | 01/01 - | |
| Sales of goods-services | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries/jointly controlled entities | 74 | 49 | 74 | 49 |
| Other associates | 41 | 7 | 41 | 7 |
| Total | 115 | 55 | 115 | 55 |
| Purchase of Services | ||||
| Subsidiaries/jointly controlled entities | 6 | 3 | 6 | 3 |
| Other associates | 413 | 237 | 413 | 237 |
| Total | 419 | 240 | 419 | 240 |
| Balance of Payables | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 |
| Subsidiaries/jointly controlled entities | 566 | 514 | 566 | 514 |
| Other associates | 2 | 13 | 2 | 13 |
| Total | 568 | 527 | 568 | 527 |
| Balance of Receivables | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 |
| Subsidiaries/jointly controlled entities | 0 | 0 | 0 | 0 |
| Other associates | 127 | 83 | 127 | 83 |
| Total | 127 | 83 | 127 | 83 |
Among the subsidiaries of the Group exist receivables/liabilities from the total value of loans € 1,1 million and other receivables /liabilities of € 18 k as well as corresponding income / expense interest of € 9 k and other income/expenses of € 9,5 k. Moreover, there are receivables/liabilities amounting to 222,5 k among the Group subsidiaries regarding dividends payment. The aforementioned transactions were eliminated on consolidation.
Furthermore, the Parent Company has provided guarantees amounting to € 2,75 million regarding Touristika Theretra S.A.
| Amounts in thousands € | Group | Company | ||
|---|---|---|---|---|
| 01.01-30.06.2018 | 01.01-30.06.2017 | 01.01-30.06.2018 | 01.01-30.06.2017 | |
| Salaries – Fees | 423 | 481 | 200 | 277 |
| Social insurance cost | 66 | 73 | 37 | 49 |
| Bonus | 170 | 128 | 170 | 128 |
| Total | 681 | 697 | 406 | 454 |
It is to be noted that there were no loans to members of the Board or management personnel and their families and there are no receivables/ liabilities from/to related parties.
a) Administrative procedures for the compensation to former owners of the land on which the Hyatt Hotel (subsidiary company BEOGRADSKO MESOVITO PREDUZECE) and other third party structures have been effective. Regarding the aforementioned case, the Group has made a provision in its consolidated financial statements amounting to € 898 k, which it regards as sufficient.
b) Three lawsuits have been filed by former employees of the company concerning violations of labor law in Serbia. The total claim from the above lawsuits amounts to € 1.109 k. The Group Management estimates that the final outcome of the case at this time can not yet be determined and no provision for this contingent liability has been made in the financial statements of the Group.
There are no other litigation or arbitration disputes of courts or arbitration bodies that may have a significant influence on the financial statements or the functionality of the Group, beyond the provisions that have already been made (§ 2.14).
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
| Company | Unaudited tax years |
|---|---|
| LAMPSA HELLENIC HOTELS S.A. | - |
| LUELLA ENTERPRISES LTD | 2011 -2017 |
| TOURISTIKA THERETRA S.A. | - |
| EKSCELSIOR BELGRADE SOCIALLY OWNED HOTEL & CATERING TOURIST ENTERPRISES | 2007-2017 |
| BEOGRADSKO MESOVITO PREDUZECE | 2012-2017 |
| MARKELIA LTD | 2011 - 2017 |
For the unaudited tax years of the Group companies, there is a probability that additional taxes and penalties could be imposed, during the period when they are examined and finalized by the relevant tax authorities.
For the FY 2011-2017 inclusively, the parent company and TOURISTIKA THERETRA S.A. were subject to tax audit of the Certified Public Accountants as provided by Article 82 para 5 Law 2238/1994 and Article 65a , Law 4174/2013, as amended by Law 4262/2014.
For FY 2017, the special tax audit for the purposes of receiving the Tax Compliance Certificate in progress, and it is not expected that significant differences affecting the financial obligations recorded in the financial statements will arise under the finalization. Under the currently effective legislation, the audit and the issue of tax certificate in and after 2017 are optional.
For the unaudited tax years of the other companies of the Group, it is estimated that no significant additional tax obligations will occur and, therefore, no relevant provision has been made.
The Group leases certain offices and shops under non-cancellable operating leases. All leases include a term. They have varying terms, escalation clauses and rights. The following is an analysis of contractual rentals to be collected in the coming years:
| COMPANY | ||
|---|---|---|
| Amounts in thousands € | 30/6/2018 | 31/12/2017 |
| Operating leases collectable in 1 year | 286 | 310 |
| Subtotal 1: Short-term operating leases | 286 | 310 |
| Operating leases collectable in 2 to 5 years | 447 | 542 |
| Subtotal 2 | 447 | 542 |
| Operating leases collectable after 5 years | 176 | 212 |
| Subtotal 3 | 176 | 212 |
| Subtotal 4 (=2+3): Long-term operating leases |
623 | 754 |
| TOTAL (=1+4) | 909 | 1.064 |
The Company has signed a long-term lease agreement of the historic King's Palace hotel, owned by the AUXILIARY FUND OF FORMER EMPLOYEES OF THE AGRICULTURAL BANK OF GREECE . ("ATPPEATE"). The duration of the lease was set at thirty (30) years with a pre-emptive right against all third parties that will submit a binding offer for the lease of the property after the expiry of the above period. The annual rental was set at the minimal annual rental plus 25% of the balance of turnover less the proposed balance recorded in the business plan. Moreover, the Company pays rentals for office leasing. An analysis of the minimum conventional rents which will be paid in the following years is as follows:
| COMPANY | ||
|---|---|---|
| Amounts in thousands € | 30/6/2018 | 31/12/2017 |
| Operating leases payable in 1 year | 101 | 36 |
| Subtotal1: Short-term operating leases | 101 | 36 |
| Operating leases payable in 2 to 5 years | 4.662 | 108 |
| Subtotal 2 | 4.662 | 108 |
| Operating leases payable after 5 years | 33.019 | - |
| Subtotal 3 | 33.019 | - |
| Subtotal 4 (=2+3): Long-term | ||
| operating leases | 37.681 | 108 |
| TOTAL (=1+4) | 37.782 | 144 |
The Group and the Company have contingent liabilities and assets related to banks, other guarantees and other matters arising in the ordinary course of business, as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in thousands € | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 |
| Liens on land plots and building for provision | ||||
| of loan in € | 48.850 | 48.850 | 48.850 | 48.850 |
| Liens on land plots and building for provision | ||||
| of loan in \$ | 25.500 | 25.500 | 25.500 | 25.500 |
| Other letters of guarantee to ensure liabilities | ||||
| in € | 2.040 | 2.140 | 2.040 | 2.140 |
| Guarantees for other associates | 2.750 | 2.750 | 2.750 | 2.750 |
The Regular General Meeting of Shareholders held on 15/06/2018 decided to distribute dividends of € 4,2 million (0,2/share).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/6/2018 | 30/6/2017 | 30/6/2018 | 30/6/2017 | |
| Salary employees | 505 | 498 | 259 | 268 |
| Daily wages employees | 449 | 407 | 449 | 407 |
| TOTAL | 954 | 905 | 708 | 675 |
| Amounts in thousands € | GROUP | COMPANY | ||
|---|---|---|---|---|
| 01.01- | 01.01- | |||
| 30.06.2018 | 01.01-30.06.2017 | 01.01-30.06.2018 | 30.06.2017 | |
| Salaries & fees | 7.993 | 7.249 | 6.525 | 5.961 |
| Social insurance cost | 1.557 | 1.446 | 1.360 | 1.273 |
| Other employee benefits | 491 | 462 | 347 | 304 |
| Projected and paid | ||||
| employee compensation | 41 | 34 | 41 | 34 |
| Total | 10.080 | 9.191 | 8.273 | 7.573 |
Six-month Financial Report for the period from January 1 to June 30, 2018
All the amounts are expressed in thousands of Euro unless stated otherwise
The Group is exposed to financial risks such as market risk (fluctuations in exchange rates, interest rates, market prices, etc.), credit risk and liquidity risk.
The Group's financial instruments are composed of bank deposits, overdraft rights, trade receivables and payables, loans to subsidiaries, associated companies, dividends payable and lease obligations.
Since 2008, the Group applies a risk management program for such risks. The risk management program aims to limit the negative impact on the financial results of the group caused by the unpredictability of financial markets and the variation in the variables of cost and revenue. The group intends to use, in the near future, derivative financial instruments to hedge its exposure to specific risk categories.
The risk management process applied by the Group, is as follows:
The Group operates internationally and carries out trade and loan transaction in foreign currency. Therefore, it is exposed to foreign currency translation differences (another major country of the Group's operations, apart from Greece, is Serbia). The Parent Company exposure to currency risk arises mainly from the bond loan issued in US Dollars.
Over 80% of Group's sales are performed through credit cards, the credit sales though are made to customers with evaluated credit history.
As at 30/06/2018, the Group had negative working capital, as current liabilities exceed current assets by € 63,55 k (parent company € 67,80 k). A significant part of current liabilities (76,06% regarding the Group and 76,78% regarding the parent company) pertains to short-term debt and long-term debt installments payable in the following year. Within the current period, the Group repaid to the banks a capital amount of € 1,66 million and the parent Company – an amount of € 1,57 million. In the next year, the Group and the Company are to pay to the banks the capital amounts of € 64,02 million and € 63,64 k respectively. Without taking into consideration the short-term loan liabilities, the Group working capital is presented positive by € 467,71 k and the Company's is presented negative by € 4,16 k.
It is noted that the loan of the parent company amounting to € 10,2 million has been extended until 30/09/2018 and the loan amounting to € 43 million has been extended until 3/10/2018.
The Group's Management is at the final stage of an agreement with the lending banks Eurobank & Alpha Bank regarding the conclusion of a new long-term Bond Loan to repay the existing short-term loan liabilities of the parent Company. In this regard, a draft of basic terms has been signed, which is subject to the approval of the authorized committees of the Credit Institutions.
Furthermore, the Group's and the Company's Working Capital needs are expected to be covered by the operating inflows expected to be achieved within the following periods, as seasonality is presented in the Group's activity where the occupancy in the spring months is almost double that of the corresponding winter period.
Two major shareholders of the parent company "NAMSOS ENTERPRISES COMPANY LIMITED" and "DRYNA ENTERPRISES COMPANY LIMITED" 61,86%, although it is estimated that it will not be necessary, are
Six-month Financial Report for the period from January 1 to June 30, 2018 All the amounts are expressed in thousands of Euro unless stated otherwise
committed to cover working capital subsequent needs for at least the next twelve months from the date of approval of the interim financial statements of 30/06/2018.
The Group's policy is to minimize its exposure to the risk of changes of fair value due to changes in interest rates as far as long-term financing is concerned. On June 30, 2018, the Company and the Group are exposed to the risk of changes in market interest regarding their bank borrowings, which, however, is estimated as low.
In the context of the long-term lease of the historic King's Palace hotel, owned by the AUXILIARY FUND OF FORMER EMPLOYEES OF THE AGRICULTURAL BANK OF GREECE ATPPEATE the company signed an agreement with the international hotel group Accor Hotels, to undertake the management of the hotel under the trade name MGallery. The agreement matures in 25 years and includes basic management fees on revenue and remuneration for achieving objectives.
Accor Hotels is one of top 5 hotel chains holding a leading position in Europe, Latin America, the Middle East, Africa and Asia. There are 2,300 hotels under direct management agreement and in addition 1,850 hotels under a franchise agreement. On everyday basis, the group hosts 500,000 visitors at over 4,150 hotels in 95 countries. The global size of the company provides real benefits to hotel owners (Proven techniques and large economies of scale, skilled staff with strong know-how and constant support, achieving the financial objectives. Some of the brands of the company are Sofitel, Raffles, Fairmont, Pullman, Swissotel, Mercure, Novotel.
There are no other post Financial Statements events regarding either the Group or the Company that shall be reported under the international Financial Reporting Standards.
Athens, 28 September, 2018
PRESIDENT OF THE BOARD OF DIRECTORS
CHIEF EXECUTIVE OFFICER FINANCIAL DIRECTOR
GEORGE GALANAKIS ANASTASIOS HOMENIDIS KOSTAS KYRIAKOS I.D. No Ξ 282324 I.D. No ΑΙ 506406 I.D. No ΑΖ 512473
Α' Class License 0010932
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