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Reds S.A.

Quarterly Report Sep 24, 2015

2658_10-q_2015-09-24_9ecd50ff-e36f-4e75-bcf1-731a95dc839d.pdf

Quarterly Report

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REDS Real Estate Development & Services SA

Interim Summary Financial Statements according to IAS 34 for the 1 January to 31 March 2007 period

REDS REAL ESTATE DEVELOPMENT & SERVICES SA 39 AKAKION STR. & MONEMVASSIAS STR., MAROUSSI 15125 VAT no.: 094007180 ATHENS FAEE: TAX OFFICE PUBLIC COMPANIES REG. NO. 13564/06/B/86/123 – File no 340340

Statement of changes in equity 5
Cash flow statement6
Notes to the financial statements 7
1 General information 7
2 Summary of significant accounting policies7
2.1
Basis of preparation 7
3 Note on future events 7
4 Sector specific information8
5 Group Participations 9
6 Inventories 9
7 Receivables10
8 Suppliers 10
9 Loans 11
10 Other operating income / (expenses) 11
11 Existing obligations 11
12 Contingent liabilities 12
13 Profit per share12
14 Related-party transactions 13
15 Other notes14
16 Post balance sheet events15

Balance sheet

All amounts in Euro.

THE GROUP THE COMPANY
Note 31-Μαρ-07 31-∆εκ-06 31-Μαρ-07 31-∆εκ-06
ASSETS
Non-current assets
Tangible assets 208.311 217.995 90.794 99.319
Intangible assets 34.026 37.077 33.843 36.894
Investments in property 112.214.148 107.451.874 35.211.956 35.268.810
Investments in subsidiaries - - 39.405.511 39.390.511
Investments in joint ventures - - 10.770 10.770
Deferred tax receivables 2.388.130 2.393.294 2.057.843 2.035.989
Advances for long-term Operating Leases 7 8.944.270 9.432.146 8.944.270 9.432.146
Other non-current receivables 7 80.994 77.028 80.994 77.028
123.869.878 119.609.413 85.835.981 86.351.468
Current assets
Inventories 6 7.573.982 9.026.078 6.985.278 6.719.997
Trade debtors and other receivables 7 6.240.760 7.232.075 3.881.472 4.304.912
Investments 25 25 25 25
Cash and cash equivalents 26.621.155 23.353.827 2.742.614 2.435.689
40.435.922 39.612.004 13.609.390 13.460.623
Total Assets 164.305.800 159.221.417 99.445.371 99.812.090
EQUITY CAPITAL
Equity capital attributed to shareholders
Share capital 51.889.447 51.889.447 51.889.447 51.889.447
Share premium reserve 95.973 95.973 95.973 95.973
Other reserves 6.389.865 6.391.107 814.742 814.742
Profit/(loss) carried forward 49.741.381 49.451.216 675.305 579.176
108.116.666 107.827.743 53.475.467 53.379.338
Total equity 108.116.666 107.827.743 53.475.467 53.379.338
CREDITORS
Non-current liabilities
Staff compensation provisions 86.882 84.058 84.862 82.342
Other non-current liabilities 8 4.200.579 3.715.215 4.200.579 3.715.215
Other long-term provisions 18.326.836 18.326.836 18.326.836 18.326.836
22.614.297 22.126.109 22.612.277 22.124.393
Current Liabilities
Suppliers and other liabilities 8 16.964.902 17.356.366 12.103.071 12.418.481
Current tax obligations (Income tax) 531.678 1.161.198 504.556 1.139.878
Short-term loans 9 16.078.257 10.750.000 10.750.000 10.750.000
33.574.836 29.267.564 23.357.626 24.308.359
Total liabilities 56.189.134 51.393.674 45.969.904 46.432.753
Total equity and liabilities 164.305.800 159.221.417 99.445.371 99.812.090

Income statement

All amounts in Euro.

THE GROUP THE COMPANY
31-Μαρ-07 31-Μαρ-06 31-Μαρ-07 31-Μαρ-06
Sales 3.477.794 2.414.227 1.460.158 1.713.743
Cost of sales (2.442.361) (1.810.743) (838.969) (1.185.996)
Gross Profit 1.035.433 603.485 621.189 527.747
Administration expenses (799.248) (584.498) (449.664) (330.071)
Other operating income / (expenses) (net) (note 10) 121.901 1.527.610 62.606 897.912
Operating results 358.085 1.546.596 234.131 1.095.588
Financial income (expenses) - net 7.537 (39.104) (159.855) (82.917)
Profit before tax 365.622 1.507.492 74.275 1.012.671
Income tax (75.457) (332.906) 21.854 (212.756)
Net profit for the period 290.165 1.174.586 96.129 799.915
Profit / (loss) per share - basic (€) 0,0073 0,0297 0,0024 0,0202

Statement of changes in equity

All amounts in Euro.

THE GROUP
Share premium Results carried
Share capital reserve Other reserves forward Total
January 1st 2006 67.337.451 5.641.410 6.327.916 26.487.485 105.794.262
Net profit for the period - - - 1.174.586 1.174.586
March 31 2006 67.337.451 5.641.410 6.327.916 27.662.071 106.968.848
Share capital issue / increase 5.545.437 (5.545.437) - - -
Share capital issue / (Reduction) (20.993.440) 20.993.440 -
Net profit for the period - - - 858.895 858.895
Carried to legal reserves - - 63.190 (63.190) -
December 31 2006 51.889.448 95.973 6.391.107 49.451.216 107.827.743
Net profit for the period - - - 290.165 290.165
FX differences - - (1.242) - (1.242)
March 31 2007 51.889.448 95.973 6.389.865 49.741.381 108.116.666

THE COMPANY

Share premium Results carried
Share capital reserve Other reserves forward Total
January 1st 2006 67.337.451 5.641.410 784.259 (21.184.620) 52.578.500
Net profit for the period 799.915 799.915
March 31 2006 67.337.451 5.641.410 784.259 (20.384.705) 53.378.415
Share capital issue / increase 5.545.437 (5.545.437) - - -
Share capital issue / (Reduction) (20.993.440) - - 20.993.440 -
Net profit for the period - - - 923 923
Carried to legal reserves - - 30.483 (30.483) -
December 31 2006 51.889.448 95.973 814.742 579.175 53.379.338
Net profit for the period - - - 96.129 96.129
March 31 2007 51.889.448 95.973 814.742 675.305 53.475.468

Cash flow statement

All amounts in Euro.

THE GROUP THE COMPANY
31-Μαρ-07 31-Μαρ-06 31-Μαρ-07 31-Μαρ-06
Operating Activities
Profit before tax 365.622 1.507.492 74.275 1.012.671
Plus/less adjustments for:
Depreciation 174.460 170.736 139.425 134.088
Provisions 2.824 1.895 2.520 1.895
Results (income, expenses, profits and loss) from investing activity (177.649) (49.488) (4.817) 5.199
Debit interests and related expenses 170.112 88.593 164.673 88.116
Plus/less adjustments for differences in working capital balances or in
balances related to operating activities:
Drop / (increase) in inventories 1.452.096 125.140 (265.282) -
Decrease / (increase) in receivables 1.475.225 3.643.803 684.200 21.825
Drop / (increase) in liabilities (except banks) 92.658 (715.776) 169.953 (159.782)
Less:
Debit interest and similar paid charges (170.112) (88.593) (164.673) (88.116)
Taxes paid (699.814) (124.776) (412.172) (115.250)
Total inflows / (outflows) from operating activities (a) 2.685.422 4.559.025 388.103 900.647
Investing Activities
Acquisition /disposal of subsidiaries, affiliates, joint ventures and other
investments - (15.000) -
Purchase of tangible and intagible fixed assets (4.923.999) (75.805) (70.995) -
Interests collected
Total inflows / (outflows) from investing activities (b)
177.649
(4.746.350)
49.488
(26.317)
4.817
(81.177)
(5.199)
(5.199)
Financing Activities
Loans drawn (Νote 9) 5.328.257 - - -
Total financing activities inflow /(outflow) (c) 5.328.257 - - -
Net increase/(decrease) in cash and cash equivalents for the period
(a)+(b)+(c)
3.267.329 4.532.709 306.925 895.448
Cash and cash equivalents at beginning of period 23.353.827 9.526.034 2.435.689 1.777.114
Cash and cash equivalents at end of period 26.621.155 14.058.743 2.742.614 2.672.562

Notes to the financial statements

1 General information

Company and Group operate in "Real estate management". The core activity is property development, sale or lease through operating leases. The Group operates in Greece and Romania.

The Company has been organised and is established in Greece, headquartered at 39 Akakion str., & Monemvassias str., Maroussi, Attica.

The company's shares are listed in the Athens Stock Exchange, in the "Real estate holding & Development" category.

REDS SA is fully consolidated in the financial statements of "ELLINIKI TECHNODOMIKI TEB A.E." which holds 50.83% of its share capital, and is registered in Greece.

These interim summary financial statements were approved by the Board of Directors on 24 May 2007.

2 Summary of significant accounting policies

2.1 Basis of preparation

These interim summary financial statements cover the period from 1 January 2007 until 31 March 2007 and have been prepared according to International Accounting Standard (IAS) 34 "Interim Financial Statements". Interim financial statements have been prepared according to those IFRS that had either been issued and were in force during preparation of these financial statements (May 2007), or had been issued and applied early.

The accounting principles used in the preparation of the interim summary financial statements are consistent with those used in the preparation of the financial statements for the year ended 31 December 2006.

In order to better and fully understand the interim summary financial statements, one needs to study them along with the annual financial statements for the year ended 31 December 2006, posted on the company's website (www.reds.gr).

These financial statements have been prepared under the historical cost principle, except that financial assets are carried at fair value, through profit and loss or available-for-sale, according to IFRS 39. Unrealised profit or loss resulting from changes in the fair value of investment property appear as fair value inventories in equity, until such assets are sold or designated as impaired. When sold or impaired, profit or loss shall be carried to the results. Impairment losses appearing in profit and loss are not reversible.

With regard to expenses incurred in non-regular intervals throughout the year, expenses provisions have been made, or expenses incurred entered in accounts, only in cases where this would have been advisable at year end.

3 Note on future events

Interim income statements, as well as the notes and reports that accompany them may include certain assumptions and calculations referring to future events with regard to operations, growth and financial performance of the Group. Despite the fact that such assumptions and calculations are based on the best possible knowledge of the Company's and Group's management, with regard to current conditions and activities, the actual results may eventually differ from those calculations and assumptions taken into consideration in the preparation of the Group's interim financial statements.

4 Sector specific information

On 31 March 2007, the Group is operating in 3 business sectors:

  • Real estate development and sale
  • Real property operation
  • Real estate management and technical consultancy services

All amounts in Euro.

Results for each sector for Q1 until 31 March 2007, follow:

Consolidated sector-specific quarterly Real Estate Real estate
information for 01/01-31/03/2007 sales expoitation Services Total
Sales (gross & net) 2.091.300 1.023.034 363.460 3.477.794
Gross profit/(loss) per sector 369.914 528.696 136.823 1.035.433
Administration expenses (799.248)
Other operating income / (expenses) - net 121.901
Operating profit 358.085
Financial income (expenses) - net 7.537
Profit before tax 365.622
Income tax (75.457)
Net Profit 290.165

Results for each sector for Q1 until 31 March 2006, follow:

Consolidated sector-specific quarterly Real Estate Real estate
information for 01/01-31/03/2006 sales expoitation Services Total
Sales (gross & net) 906.285 1.006.483 501.460 2.414.227
Gross profit/(loss) per sector 172.344 513.394 (82.254) 603.485
Administration expenses (584.498)
Other operating income / (expenses) - net 1.527.610
Operating profit 1.546.596
Financial income (expenses) - net (39.104)
Profit before tax 1.507.492
Income tax (332.906)
Net Profit 1.174.586

5 Group Participations

All Company participations are included in the consolidated financial statements.

Group Companies consolidated with the full consolidation method are the following:

COMPANY Reg. Office particip. %
KANTZA COMMERCIAL S.A. GREECE 100%
YIALOU COMMERCIAL & TOURIST S.A. GREECE 100%
PMS. PARKING SYSTEMS S.A. GREECE 100%
LOFOS PALLINI S.A. GREECE 67%
KARTEREDA HOLDINGS LIMITED CYPRUS 100%
CLH ESTATE S.R.L. ROMANIA 100% indirectly

The Company has recognised a provision to cover the obligation to acquire from OTE, 33% of shares held in "LOFOS PALLINI SA", against a minimum consideration, as set forth in the relevant Contract dated 28/02/2002. The amount of the provision rises to €18.3 million and has increased REDS's investment cost in said subsidiary, and as a result, same subsidiary is consolidated at 100%.

The following participation is included in the consolidated financial statements, with the Proportional Consolidation method.

COMPANY REG. OFFICE
GREECE
particip. %
3G ANAPTIXEOS KATASKEVASTIKON
POLEODOMIKON & TOURISTIKON ERGON
S.A.
50%

6 Inventories

All amounts in Euro.

THE GRO UP THE C O MPANY
31-Μ αρ-07 31-∆εκ-06 31-Μ αρ-07 31-∆εκ-06
Finished products 3.366.217 5.083.595 2.777.514 2.777.514
Semi-finished products 4.207.764 3.942.483 4.207.764 3.942.483
Total net realisable value 7.573.982 9.026.078 6.985.278 6.719.997

Inventories concern plots for sale and houses completed and under construction.

7 Receivables

All amounts in Euro.

THE GROUP THE COMPANY
31-Μαρ-07 31-∆εκ-06 31-Μαρ-07 31-∆εκ-06
Trade debtors 2.915.263 4.544.542 642.973 1.308.417
2.915.263 4.544.542 642.973 1.308.417
Income Tax advance payment 145.063 432.706 54.399 277.550
Advances for operating leases 9.334.571 9.822.447 9.334.571 9.822.447
Other receivables 2.501.382 1.565.925 1.198.730 944.506
Receivables from associates 369.745 375.629 1.676.063 1.461.166
Total 15.266.024 16.741.249 12.906.736 13.814.086
Receivables from long-term Operating Leases 8.944.270 9.432.146 8.944.270 9.432.146
Other non-current receivables 80.994 77.028 80.994 77.028
Total non-current assets 9.025.264 9.509.174 9.025.264 9.509.174
Total Current Assets 6.240.760 7.232.075 3.881.472 4.304.912
15.266.024 16.741.249 12.906.736 13.814.086

8 Suppliers

All amounts in Euro.

THE GRO UP THE C O MPANY
31-Μ αρ-07 31-∆εκ-06 31-Μ αρ-07 31-∆εκ-06
Suppliers 234.073 269.438 217.114 253.381
Accrued expenses - 59.764 - 59.764
Insurance organisations and other taxes/ duties 671.123 344.308 663.543 322.670
Advances for operating leases 3.944.466 3.741.931 3.944.466 3.741.931
Other liabilities 10.038.532 9.990.408 5.212.975 5.095.767
Liabilities from associates 6.277.287 6.665.733 6.265.552 6.660.184
Total 21.165.481 21.071.581 16.303.650 16.133.697
Non-current 4.200.579 3.715.215 4.200.579 3.715.215
Current 16.964.902 17.356.366 12.103.071 12.418.481
Total 21.165.481 21.071.581 16.303.650 16.133.697

9 Loans

THE GRO UP
Short-term loans 31-Μ αρ-07 31-∆εκ-06
Bank loans 16.078.257 10.750.000
Total short-term loans 16.078.257 10.750.000
THE C O MPANY
Short-term loans 31-Μ αρ-07 31-∆εκ-06
Bank loans 10.750.000 10.750.000
Total short-term loans 10.750.000 10.750.000

10 Other operating income / (expenses)

The "Other operating income / (expenses)" account of the period's Consolidated Income Statement, includes the amount of €121 thousand that contains income of €99.8 thousand from the expropriation of a property belonging to subsidiary "KANTZA COMMERCIAL S.A." collected in the year, pursuant to FEK 864∆/1995.

11 Existing obligations

All amounts in Euro.

The following amounts concern parent Company commitments for operating leases. The other Group companies have no obligations:

THE C O MPANY
31-Μ αρ-07 31-∆εκ-06
Up to 1 year 498.019 584.784
1 to -5 years 2.805.329 3.294.091
Over 5 years 20.432.832 22.034.056
23.736.180 25.912.931

On 17/5/2007 the Company signed an amendment to the lease agreement of a plot in Ilion, Attica, where the company has constructed the Commercial and Entertainment Centre "Escape Centre".

With this amendment, the company obtained the right to unilaterally extend the lease for another 20 years, namely until 11/02/2052.

12 Contingent liabilities

The Group's contingent liabilities pertain to bank and other guarantees and other matters arising in the ordinary course of business. Contingent liabilities are not expected to generate material charges

The Group's companies have no disputes under litigation or arbitration, nor are there any court or arbitration decisions that are likely to have a significant impact on the Group's companies' financial condition, except the pending court dispute between the "LOFOS PALLINI S.A." subsidiary and the City of Pallini before the State Council and the Athens Administrative Court of First Instance, regarding the amount payable as special contribution under Law 2947/2001, which, according to the City, rises to approx. €750,000. No provision has been made for this eventual obligation, as the Company's Management feels that the final outcome will be positive for the Company.

The competent Tax Authorities have not audited the tax returns for the years detailed below, and as a consequence, additional taxes and charges may be imposed after the audit and finalisation thereof. It is currently not possible to foresee the outcome of said Tax Audit, and therefore the financial statements do not include any relevant provisions.

COMPANY Closing
years
Closing Manner Unaudited
years
REDS S.A. 2005 Ordinary Tax Audit 1
PMS. PARKING SYSTEMS S.A. 2002 Pursuant to Law3259/2004 4
LOFOS PALLINI S.A. - - 5
KANTZA COMMERCIAL S.A. 1998 Pursuant to Law3148/2003 8
YIALOU COMMERCIAL & TOURIST S.A. - - 5
3G S.A. 2002 Pursuant to Law3259/2004 4

13 Profit per share

Basic earnings per share are calculated by dividing the net profit attributable to the parent company's shareholders by the weighted average number of ordinary shares outstanding during the period, excluding owe common shares held by subsidiaries (own shares). In case the number of shares has increased due to the issue of free shares, the new number shall apply to comparatives as well.

The Company has no dilutive potential ordinary shares. Therefore the diluted earnings per share is the same as the basic earnings per share.

THE GRO UP THE C O MPANY
31-Μ αρ-07 31-Μ αρ-06 31-Μ αρ-07 31-Μ αρ-06
Profit corresponding to shareholders (in €) 290.165 1.174.586 96.129 799.915
Weighted average number of common shares 39.610.265 39.610.265 39.610.265 39.610.265
Profit/(loss) after tax per share - basic (in €) 0,0073 0,0297 0,0024 0,0202

14 Related-party transactions

Related-party transactions are:

Sales / Purchases of goods and services THE GRO UP THE C O MPANY
01/01-
31/3/2007
01/01-
31/3/2006
01/01-
31/3/2007
01/01-
31/3/2006
Sales of goods & services to the parent company - - - -
Sales of goods & services to subsidiaries - - 157.739 243.300
Sales of goods & services to other associates 27.789 11.404 27.789 11.404
Purchases of goods & services from the parent company 44.738 45.892 44.738 45.833
Purchases of goods & services from subsidiaries - - -
Purchases of goods & services from other associates 242.420 13.151 242.420 13.151
Receivables / Liabilities of Associates THE GRO UP THE C O MPANY
31-Μ αρ-07 31-∆εκ-06 31-Μ αρ-07 31-∆εκ-06
Receivables from the parent company - - - -
Receivables from subsidiaries - - 1.321.818 1.134.109
Receivables from other associates 354.245 327.057 354.245 327.057
Liabilities to the parent company 67.651 19.544 67.651 19.544
Liabilities to subsidiaries - - - -
Liabilities to other associates 6.196.123 6.638.948 6.196.123 6.638.948
Officers' & Directors' transactions THE GRO UP THE C O MPANY
01/01- 01/01- 01/01- 01/01-
31/3/2007 31/3/2006 31/3/2007 31/3/2006
Officers' & Directors' transactions & fees 157.837 104.514 139.028 85.705
Receivables from officers and directors 1.277.289 1.275.789 - -
Liabilities to officers and directors 4.627 4.375 - -

15 Other notes

  • On 31.03.2007 Group employed 27 staff and Company 26, whereas on 31.03.2006, Group employed 26 staff and Company 24.
  • There are no encumbrances on the company's real property.
  • On 28/07/2005, "REDS SA" signed an agreement with "LA SOCIETE GENERALE IMMOBILIERE ESPAGNE (LSGIE)", to sell 100% of the shares in subsidiary "KANTZA COMMERCIAL SA", at a total price of € 70 million. The transaction is expected to be completed at around the end of 2009 and is subject to the acquisition of the neighbouring property from "KANTZA PROPERTY DEVELOPMENT, MANAGEMENT & OPERATION S.A", and to obtaining all building licenses and approvals for the entire property in Kantza, Pallini.
  • On 20/6/2006 a draft contract was signed for the sale of part of the property belonging to "YIALOU COMMERCIAL & TOURIST S.A." at the Gyalou Spata location, for a consideration of €13.4 mil. with MACARTHURGLEN HELLAS LTD. The final sale contract is subject to the issuing of the building license. The company will not recognise any income until the transaction is finalised.
  • The value of the property belonging to subsidiary "YALOU COMMERCIAL & TOURIST S.A." was reassessed due to the introduction into the town plan of approx. 133,000 sq.m., by virtue of Government Gazette (FEK) issue 319/D/2005, approving the town planning design of the "Yalou Business Park – Spata". The above subsidiary company's total property of approx. 173,000 sq.m. appears in these Consolidated Financial Statements under "Investment assets", based on IAS 40, to the amount of €32.5 mil., and in April 2007 was reassessed at €41.9 mil.
  • In February 2007, "CLH ESTATE S.R.L." purchased a plot of approx. 8,500 sq.m. in Baneassa location, Bucharest, Romania, where it intends to build a deluxe residential complex, with a total budget of approx €15 mil.
  • Pursuing its operations in Romania's real estate market, in April 2007, the Company purchased a plot of 6,000 sq.m. at the Spaiul Unirii location, in downtown Bucharest, through its associate "Profit Construct SA". The plot will be used for the construction of a residential and business complex, with a total budget of approx €45 mil.

16 Post balance sheet events

There are no events after the Financial Statements date that concern either the Group or the Company, that need to be mentioned according to the IFRS.

Athens, 24 May 2007

CHAIRMAN OF THE BOARD MANAGING DIRECTOR GENERAL MANAGER & MEMBER OF THE BOARD FINANCIAL MANAGER DIMITRIOS KOUTRAS ANASTASSIOS IOANNIS MORAITIS CRISTOS

KALLITSANTSIS

ADAMOPOULOS

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