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DCI Advisors Ltd.

Interim / Quarterly Report Sep 28, 2018

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Interim / Quarterly Report

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RNS Number : 2522C

Dolphin Capital Investors Limited

28 September 2018

28 September 2018

DOLPHIN CAPITAL INVESTORS LIMITED

("DCI" or "Dolphin" or the "Company"

and together with its subsidiaries the "Group")

Half Year Results for the six months ended 30 June 2018 and

Trading Update

Financial Highlights:

· Gross Assets of €391 million (31 December 2017: €395 million).
· Total Group Net Asset Value ("NAV") of €220 million and €190 million before and after Deferred Tax Liabilities ("DTL") respectively. This represents a decrease of €3 million and €4 million (1.48% and 2.09%) respectively, against the 2017 year end figures.
· NAV reduction principally due to normal operational and financial expenses, offset by the increase in the carrying value of Amanzoe to reflect disposal consideration. No portfolio valuation was undertaken as at 30 June 2018; the next full portfolio valuation will be conducted as at 31 December 2018.
· Sterling NAV per share as at 30 June 2018 stood at 22p before DTL and 19p after DTL, remaining stable compared to the respective figures as at 31 December 2017.
· Total debt of €99 million with a Group total debt to gross asset ratio of25% as at 30 June 2018. The pro-forma Group total debt following the Amanzoe disposal which completed on 27 September amounts to €24 million, resulting in a pro forma gearing ratio for the Group of 9%. DCI itself does not have any further recourse loans or guarantees and the remaining Group debt is at project level on a non-recourse basis.
· Cash at 30 June 2018 of €12.7m (31 December 2017:  €2.4m).

Portfolio:

· On 18 January 2018, Dolphin entered into an agreement for the disposal of its 77.8% interest in the Sitia Bay Resort project for a total cash consideration of €14 million. The full consideration was received by the Company and the disposal was completed on 3 April 2018.
· On 5 February 2018, Dolphin sold its 100% interest in Triopetra for a total consideration of €4.1 million.
· On 1 August 2018, subsequent to the period end, the Company entered into an agreement for the disposal of its 100% interest in Amanzoe and the conditional sale of 20 Kilada Hills Golf plots to Grivalia Hospitality S.A. The disposal of Amanzoe completed on 27 September, and the full €5.8 million cash consideration for Amanzoe was paid to Dolphin, whilst the acquirers also assumed all existing liabilities of Amanzoe which amounted to €117 million as at 30 June 2018. The €10 million cash consideration for the purchase of the 20 Kilada Hills plots will be paid in instalments, at the time when the senior construction loan for the development of the first phase of the project is secured and in line with its draw-down. The Company is in advanced discussions with a local bank in relation to this financing.

Operations:

· Amanzoe's performance improved by increasing occupancy to c.63% for the period up to June 2018 versus 59% for the same period in 2017, generating an Average Daily Rate ("ADR") of €1,209 and a Revenue per Available Room ("RevPAR") of €760 over the same period (2017: €1,173 and €687 respectively). Amanzoe continued its strong performance during July and August.
· The new construction permits for the One&Only Kéa Island project were issued on 7 July 2018 and the construction is expected to start during Q4 of this year. In parallel, the finalization of a €30 million senior construction loan (as well as a VAT and subsidy bridge facilities) is underway with a local bank and is expected to complete the financing requirements for the construction of the project.
· The planning permitting process of Kilada Hills Golf Resort was completed during August 2018. Kilada is the first private project in Greece to ever receive an approval under the Strategic Project Legislation which, subject to securing the respective senior development loan, paves the way for the commencement of infrastructure and golf course works and allows for the submission for approval of construction permits for the residential units.
· Aristo sold 58 homes during the six months to June 2018, representing total sales of €27.6 million and an increase of 3.8% compared to the same period in 2017. Aristo has maintained a quality land bank, commensurate with its leading industry position in Cyprus, and expects its overall 2018 performance to be ahead of 2017.
· Sales agreements were signed for two Seafront Villas in Kilada Hills for an aggregate consideration of €2.6 million and for one residence at La Vanta, Turkey.

Commenting, Andrew Coppel, Chairman of Dolphin's Board of Directors said:

"We remain focussed on achieving our objective of disposing of all of the Company's assets and made significant progress during this period. We have also taken steps to increase the value of the project portfolio without recourse to additional equity investment. We believe that the commencement of both the One&Only development at Kea, and the first phase of the Kilada Hills development, the Company's most valuable asset in terms of net asset value as at 30 June 2018, will unlock significant value for our shareholders."

Miltos Kambourides, Founder of Dolphin and Managing Partner of Dolphin Capital Partners said:

"The Company has made good progress in disposing of a number of portfolio assets during 2018 and completing the permitting process of Kea One&Only and Kilada Hills. The upcoming commencement of construction works of these two projects, combined with economic recovery and tourism growth in Greece and Cyprus, is expected to create a better basis for further asset sales."

For further information, please contact:

Dolphin Capital Investors

Andrew M Coppel, CBE
+44 (0) 7785 577023
Dolphin Capital Partners

Miltos E Kambourides
[email protected]
Panmure Gordon (Broker)

Richard Gray/Andrew Potts
+44 (0) 20 7886 2500
Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett
+44 (0) 20 7383 5100
Instinctif (PR Communications Adviser)

Mark Garraway
+44 (0) 20 7457 2007

A. Chairman's Statement

I am pleased to report Dolphin's interim financial results for the six months ended 30 June 2018 and to provide a trading update.

Loss after tax for the period ended 30 June 2018 attributable to owners of the Company amounted to €14 million compared to €3 million for the period ended 30 June 2017. Taking into account the Amanzoe revaluation to the agreed disposal price, the effect on the Company's NAV was a reduction of €3 million before DTL. 

During the first half year and in the subsequent three months, the Board and the Investment Manager have continued their efforts to achieve the orderly and controlled disposal of the Group's assets. In the period to 30 June 2018, the Company completed the disposal of its interests in Sitia Bay and Triopetra. Subsequent to 30 June, the Company has achieved the sale of Amanzoe.  During the six months to end of June 2018 the Company has received an aggregate €18.5 million of gross cash consideration, which increased its cash reserves as at 30 June to €12.7 million, while in parallel reducing the Group debt by €74 million. Further details on the revenue and the operating expenses of the Company during the period are provided in section F below.

Our attention now is focussed on satisfying the conditions precedent for the completion of the Joint Venture agreement to enable the commencement of the development of the One&Only at Kea, on securing the development loan that will enable the Company to develop the first phase of Kilada Hills and on monetizing our remaining asset portfolio.

The completion of Greece's third financial assistance programme in August 2018, which marks the termination of the country's 8-year reliance on EU financial stability funds and its return to a stronger economic footing, together with the record tourist arrivals recorded during 2018 in both Greece and Cyprus, are expected to further enhance the appeal of local hospitality assets to international investors and facilitate the Company's divestment efforts.

The Company is also taking steps to realize its significant shareholding position in Aristo and is encouraged by its sustained operating performance during the period. Revenue for the 2018 financial year is expected to be ahead of the previous year.

Sue Farr and Rob Heller stepped down from the Board in January 2018. Their contribution was much appreciated and we wish them much success in their other ventures.

The Board and the Investment Manager will continue their efforts to facilitate shareholders' returns through the monetisation of assets.

Andrew M Coppel CBE

Chairman

Dolphin Capital Investors

28 September 2018

Investment Manager's Report

B.1.   Business Overview

During the first nine months of 2018 we completed further asset disposals as well as progressed the development of key portfolio assets.

Our actions can be summarised as follows:

· Executed a number of significant divestments, including the disposals of Amanzoe, Sitia Bay and Triopetra with an aggregate enterprise value of €147 million.
· Progressed the entitlement status and development potential of Kilada Hills Golf Resort, including the forward conditional sale of the 20 land plots for a cash consideration of €10 million.
· Continued to make progress t? complete the conditions precedent for Dolphin's joint venture at the One&Only Kéa Island development and start its construction with no incremental investment by Dolphin. Construction is expected to commence in Q4 2018.
· We are progressing discussions to monetise the Group's portfolio assets or to enter into joint ventures which can facilitate their sale.

B.2.   Portfolio Review

· Amanzoe, Greece
?€? On 1 August 2018, the Company entered into an agreement for the disposal of its 100% interest in Amanzoe and the sale of 20 Kilada Hills Golf plots to Grivalia Hospitality S.A., which is managed by Grivalia Properties, a real estate investment company listed on the Athens stock exchange.
?€? The disposal completed on 27 September and the cash consideration of €5.8 million for Amanzoe was paid to Dolphin while the acquirers also assumed all existing liabilities of Amanzoe, which amounted to €117 million as at 30 June 2018. The disposal consideration represents a premium of 8% to DCI's gross asset carrying value as at 31 December 2017 and will result in a surplus over carrying value on sale of €9 million.
?€? The asset management of Amanzoe will be continued by Dolphin Capital Partners Ltd, the Company's Investment Manager, which also acquired a 15% equity stake in Amanzoe from Grivalia on pari passu terms after the completion of the disposal.
?€? Amanzoe initiated operations for the 2018 season on 29 March 2018, as scheduled. Hotel performance for the period to end August 2018 was well ahead of the same period in 2017, with occupancy reaching 77% versus 72% in 2017, an ADR of €1,497 and a RevPAR €1,148 versus €1,452 and €1,050 for the same period in 2017.
?€? Amanzoe continued to receive extensive coverage in the international press during the first 9 months of 2018.  Detailed articles appeared in such exclusive titles as Porter, Billionaire, Vogue (UK), The Sunday Times Travel, Tatler and The Times, whereas FT How To Spend It and The Telegraph Luxury featured extensive coverage on purchasing Villas at Amanzoe. In addition, strong promotion was seen across social media through collaborations pursued with numerous influencers and brand collaborations.
· Kilada Hills Golf Resort Greece
?€? The planning permitting process of the project was completed on 22 August 2018 when the Joint Ministerial Decision granting approval for the Environmental Conditions and Urban Study for the project was published in the Greek Government Gazette. Kilada Hills Golf Resort thus became the first private real estate development project to receive permits under the ambit of the Strategic Project Legislation. The next permitting phase of the project involves the completion and submission of the infrastructure drawings for approval which is expected in Q4 2018, further to which ground breaking infrastructure works may commence.
?€? The first phase of the project will include a championship 18-hole Jack Nicklaus Signature Golf Course (the plans for which are already in place), a Club House, a Beach Club and the infrastructure for the first cluster of residential Golf plots which are being made available for sale.
?€? As part of the Amanzoe disposal, Grivalia have agreed to purchase 20 Golf plots in Kilada Hills for a €10 million cash consideration, conditional on the Company securing a senior development loan for the project, the issuance of final building permits and the tendering of a construction contract for the project's first phase development. The Company is in advanced discussions with a major local bank in relation to the financing of the first phase of Kilada Hills project.
· Sitia Bay, Greece
?€? On 18 January 2018, Dolphin entered into an agreement for the disposal of its 77.8% interest in the Sitia Bay Resort project to its minority partner in the project, Iktinos Hellas S.A., for a total consideration of €14 million which was equal to Sitia Bay's NAV after DITL as at 30 June 2017. The full consideration was received by the Company and the disposal was completed on 3 April 2018.
· Triopetra, Greece
?€? On 5 February 2018 Dolphin entered into an agreement for the disposal of its 100% interest in the Triopetra project to Deniage Ltd, a Cyprus entity affiliated with a large Saudi Arabian investment group for a total cash consideration of €4.1m, of which an amount of €4m was received at closing and the remaining €100,000 will be withheld until the first anniversary of the transaction to cover any potential latent project liabilities. The disposal consideration of €4.1m represents a significant premium compared to Triopetra's NAV after DITL included in DCI's financial statements as at 30 June 2017.
· Kea Resort, Greece
?€? The Company has continued to make progress t? satisfy the conditions precedent for the One&Only Kéa Island development, in order to start the construction of the project during Q4 of this year.
?€? The project designs have been revised to reflect the requirements of One&Only and comprise 75 guest rooms. The revised designs were submitted to the local authorities for approval and the new construction permits were issued on 7 July 2018. Detailed construction drawings have been completed and a formal tender for the construction of the project was initiated on 28 September 2018.
?€? The definitive documentation for a €30 million senior construction loan (as well as a VAT and subsidy bridge facility) is underway with a local bank which, on finalization, will complete the financing required for the construction of the One&Only Kéa Island in accordance with the existing development budget.
?€? In parallel, the designs for the One&Only Villas have been prepared and the formal launch of Villa sales will occur following the implementation of our JV agreement with One&Only expected later this year.
· Aristo (a 47.9% affiliate)

Operating Performance

- Strong sales momentum continued in 2018, with 58 homes and plots sold during the first six months of 2018 and 75 homes and plots sold during the period through August 2018, representing total sales of €27.7 million during the first six months and €33.7 million for the period through August 2018 (a slight decrease of 9.8% on a year-on year basis).
Six months to 30 June 2018 Six months to 30 June 2017 Eight months to 31 August 2018 Eight months to 31 August 2017
RETAIL SALES
New sales booked €27,669,748 €26,667,816 €33,735,248 €37,409,116
% change 3.8% -9.8%
Units sold 58 50 75 74
% change 16.0% 1.4%
CLIENT ORIGIN
China & Other Asia 58.7% 80.8% 71.3% 80.6%
MENA 21.2% 6.8% 11.5% 7.9%
Russia 7.3% 8.5% 8.9% 7.0%
UK 2.8% - 2.0% -
Cyprus & Other EU 10.0% 3.9% 6.3% 4.5%
- The Company is encouraged by the sustained improvement in Aristo operations and the continued strong sales during 2018, which comes on top of the significant reduction in Aristo's bank debt burden achieved during 2017. On the back of this operational momentum, we are actively considering divestment alternatives for the realization of our holding in Aristo, as well as extracting some value in the form of shareholder distributions from Aristo's operating profits.
· Nikki Beach, Porto Heli (a 25% DCI affiliate)
?€? The operations improved during 2018 compared to 2017. The occupancy for the first eight months of the 2018 operational period was 74% compared to 61% for the same period in 2017, with a net ADR of €217 and a RevPAR of €161 versus €241 and €148 respectively in 2017
?€? 2018 is the second year that the Nikki Beach Resort and Spa at Porto Heli is being managed by a local white label operator (a commercial cooperation agreement was signed in February 2017). As a result, the Company has no financial exposure to the day-to-day operational performance of the hotel and receives monthly revenue-linked payments without incurring any hotel operating costs.
· Apollo Heights
?€? The zoning and entitlement processes have not progressed due to delays attributed to the Local Government Authorities and the Sovereign (UK) Bases Administration. Together with the local communities representatives, we continue to lobby in order to have the relevant zones published before the end of 2018.

C. Market Dynamics

· Greece
?€? Greece has successfully exited its final three-year bailout program agreed in August 2015 to help it cope with the continued fallout from the debt crisis. In parallel, the country realized a 1.8% year-on-year GDP increase in the second quarter of 2018 and the Hellenic Statistical Authority also revised higher growth rates of 2.5% (from 2.3%) year-on-year for the first quarter of 2018.

Greece's tourism sector is largely responsible for the GDP increase and inbound tourism to Greece in 2018 continued its upward trend of the previous years.
· Cyprus
?€? Fitch has upgraded its rating on Cyprus' to 'BB+' from 'BB' because of the country's strong cyclical economic recovery and prudent fiscal policy. This rating is now just one step below investment grade and the outlook is positive, although the weakness in the banking sector is still a risk to public finances.

In addition, the GDP growth rate in real terms during the second quarter of 2018 is positive and estimated at +3.9% over the corresponding quarter of 2017.

For the period of January to June 2018, more than 1.6 million tourists visited the country, compared to 1.46 million for the same period last year, recording an increase of 12.4%. According to the country's Statistical Service, this number exceeds the total arrivals ever recorded in Cyprus during the first six months of the year.
· Croatia
?€? In the first half of 2018, 6.4 million tourists visited Croatia, generating 25.4 million overnight stays, up 10% and 12% respectively on the year, according to the Croatian National Tourist Board. Of the coastal regions, Istria registered the most overnight stays (7.4 million), followed by Split- Dalmatia (4.5 million) and Primorje-Gorski Kotae (4.3 million).
· Turkey
?€? According to the Turkish Statistics Institute, Turkey's economy slowed in the second quarter of 2018.  The slowdown comes amid a Turkish currency crisis that saw the lira lose around 40% of its value since the beginning of the year.

In the second quarter of 2018, tourism income increased by 30.1% and for the first six months of the year foreign visitor numbers are up by 29%. However, the economic situation in Turkey remains challenging.

D. Group Assets

A summary of Dolphin's current investments is presented below. As at 30 June 2018, the net investment amount stood at € 473 million.

PROJECT Land site

(hectares)
DCI's

stake
Investment cost*

(€m)
Debt

(€m) **
Real estate value

(€m)
Loan to real estate

asset value (%)
1 Kilada Hills Golf Resort 235 100% 95 -
2 Kea Resort 65 67% 10 -
3 Scorpio Bay Resort 172 100% 15 -
4 The Nikki Beach Resort 1 25% 7 -
5 Lavender Bay Resort 310 100% 27 -
6 Plaka Bay Resort 442 100% 13 -
6 Apollo Heights Resort 461 100% 24 16.7
7 Livka Bay Resort 63 100% 30 7.7
8 La Vanta 8 100% 18 -
Sold post 30 June 2018
1 Amanzoe 93 100% 41 74
TOTAL 1,850 278 98.4 328 30%
Aristo Cyprus 1,448 47.9% 193 - 43
Itacaré Investment n/a 13% 2 - 1
GRAND TOTAL 3,298 473 98 372 26%

*Residual investment cost, including amounts paid in shares.

**Further details on debt maturities are set out under note 22 of the financial statements.

A breakdown of Dolphin's portfolio, as at 30 June 2018, for certain key metrics is provided below:

COUNTRY Land size (hectares) Investment Cost *

(€ million)
Debt

(€ million)
Real Estate Value

(€ million)
% Loan to real estate asset value Net Asset Value
1 Greece 1,318 207 74 264 28% 61%
2 Cyprus** 1,909 217 17 70 24% 26%
3 Other 71 49 8 38 21% 13%
Grand Total 3,298 473 98 372 26% 100%

*Residual investment cost, including amounts paid in shares.

**DCI's portfolio in Cyprus includes its equity investment in Aristo Developers Ltd, which owns assets in Cyprus that are subject to Aristo's debt and other obligations.

E. Future Objectives

The Company's main objectives for the remainder of 2018 are to:

1. Execute further asset disposals;
2. Complete the conditions precedent for the One&Only Kéa Island development and start construction;
3. Secure third party funding for the Kilada Hills project so that the development can commence; and,
4. Where appropriate, advance the zoning, permitting, design and branding of certain assets to improve their sales potential and value.
Miltos Kambourides

Managing Partner

Dolphin Capital Partners

28 September 2018
Pierre Charalambides

Founding Partner

Dolphin Capital Partners

28 September 2018

F. Financial Position for the first half of 2018

Financial Results

Loss after tax for the period ended 30 June 2018 attributable to owners of the Company amounted to €14 million compared to €3 million for the period ended 30 June 2017. Loss per share was €0.015 compared to €0.003 in the same period last year.

Condensed consolidated interim statement of profit or loss and other comprehensive income

For the six-month period ended 30 June 2018

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
(Restated)
€'000 €'000
Continuing operations
Revenue 1,551 721
Cost of sales (1,572) (665)
Gross (loss)/ profit (21) 56
Disposal of investments (1,182) 4
Change in valuations 1,277 -
Investment Manager remuneration (4,006) (4,606)
Directors' remuneration (318) (422)
Depreciation charge (15) (4)
Professional fees (2,317) (2,311)
Administrative and other expenses (817) (807)
Total operating and other expenses (7,378) (8,146)
Results from operating activities (7,399) (8,090)
Finance income 19 3,968
Finance costs (4,870) (2,985)
Net finance (costs)/income (4,851) 983
Loss before taxation (12,250) (7,107)
Taxation (674) (1,090)
Loss from continuing operations (12,924) (8,197)
Discontinued Operations
(Loss)/profit from discontinued operation, net of tax (1,213) 10,389
(Loss)/profit (14,137) 2,192
Other comprehensive income
Items that will not be reclassified to profit or loss
Revaluation of property, plant and equipment 11,943 -
Related tax (3,463) -
8,480 -
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences 1,194 (13,193)
1,194 (13,193)
Other comprehensive income, net of tax 9,674 (13,193)
Total comprehensive income (4,463) (11,001)
(Loss)/profit attributable to:
Owners of the Company (13,729) (2,682)
Non-controlling interests (408) 4,874
(14,137) 2,192
Total comprehensive income attributable to:
Owners of the Company (4,055) (15,290)
Non-controlling interests (408) 4,289
(4,463) (11,001)
Basic and diluted loss per share (€) (0.015) (0.003)
Basic and diluted loss per share - Continuing operations (€) (0.014) (0.009)
Basic and diluted (loss)/earnings per share - Discontinued

operation (€)
(0.001) 0.006

Further analysis of individual revenue and expense items is provided below.

Revenue

Revenue from continuing operations of €1.6 million (H1 2017: €0.7 million), was derived from the following sources:

H1 2018

(€ million)
H1 2017

(€ million)
Sale of trading & investment properties 1.5 0.0
Other income 0.1 0.7
TOTAL 1.6 0.7

The increase in the sale of trading and investment properties relates to the fact that one 1-bedroom Villa was delivered in 2018 in the Amanzoe project, whereas in 2017 no new Villa sale was recognized in the financial statements.

Cost of sales

Cost of sales from continuing operations comprises the following basic categories:

H1 2018

(€ million)
H1 2017

(€ million)
Cost of sales related to:
Sales of trading and investment properties 1.1 0.0
Personnel expenses 0.4 0.3
Branding fees 0.0 0.3
Other operating expenses 0.1 0.1
TOTAL 1.6 0.7

The charge of cost of sales from continuing operations for the period amounted to €1.6 million (H1 2017: €0.7 million). The increase is mainly attributable to the cost of one Villa sold.

Professional Fees

The charge for the period from continuing operations was €2.3 million (H1 2017: €2.3 million) and comprises the following:

H1 2018

(€ million)
H1 2017

(€ million)
Legal fees 0.4 0.5
Auditors' remuneration 0.2 0.2
Accounting expenses 0.1 0.1
Project design and development fees 1.3 1.1
Consultancy fees 0.1 0.2
Other professional fees 0.2 0.2
TOTAL 2.3 2.3

Administrative and other expenses

The administrative and other expenses from continuing operations amounted to €0.8 million (H1 2017: €0.8 million) and are analysed as follows:

H1 2018

(€ million)
H1 2017

(€ million)
Travelling and accommodation 0.1 0.1
Repairs and maintenance 0.1 0.1
Marketing and advertising expenses 0.1 0.1
Rents 0.1 0.1
Other 0.4 0.4
TOTAL 0.8 0.8

Net Finance costs

The charge for the period from continuing operations was €4.9 million (H1 2017: €1.0 million income) and comprises the following:

H1 2018

(€ million)
H1 2017

(€ million)
Finance income 0.0 4.0
Finance costs (4.9) (3.0)
TOTAL (4.9) 1.0

During 2017, the Company entered into new contracts in connection with the deferred purchase of land at Lavender Bay. The revised interest rate agreed on the outstanding consideration is lower than that one reflected in the previous contracts. As the new contracts have a retroactive effect, the interest accrued in prior years of c. €4 million was reversed during period ended 30 June 2017, resulting in the crystallization of corresponding finance income.

Our finance costs during the first six months of 2018 also increased by a €1.4 million FX loss resulting from the c. 15% devaluation of the Turkish Lira against the Euro during the period.

Condensed consolidated interim statement of financial position

As at 30 June 2018

30 June

2018
31 December

2017
€'000 €'000
Assets
Property, plant and equipment 11,542 87,551
Investment property 130,671 138,672
Deferred tax assets - 994
Non-current assets 142,213 227,217
Trading properties 10,700 30,572
Trade and other receivables 420 5,374
Cash and cash equivalents 12,739 2,444
Assets held for sale 224,914 129,131
Current assets 248,773 167,521
Total assets 390,986 394,738
Equity
Share capital 9,046 9,046
Share premium 569,847 569,847
Retained deficit (411,285) (397,746)
Other reserves 22,404 12,912
Equity attributable to owners of the Company 190,012 194,059
Non-controlling interests 366 4,769
Total equity 190,378 198,828
Liabilities
Loans and borrowings 14,722 68,544
Finance lease liabilities 3,001 2,990
Deferred tax liabilities 10,702 19,561
Trade and other payables 20,746 20,858
Deferred revenue - 6,985
Non-current liabilities 49,171 118,938
Loans and borrowings 2,006 21,171
Finance lease liabilities 4 8
Trade and other payables 6,309 16,193
Deferred revenue 3,621 13,834
Liabilities held for sale 139,497 25,766
Current liabilities 151,437 76,972
Total liabilities 200,608 195,910
Total equity and liabilities 390,986 394,738
Net asset value ('NAV') per share (€) 0.21 0.21

The reported NAV as at 30 June 2018 is presented below:

As at

30 June 2018
As at

31 December 2017
Variation since

31 December 2017
£ €                     £ £
Total NAV before DTL (million) 220 195 223              198 (1.5%) (1.7%)
Total NAV after DTL (million) 190 168 194              172 (2.1%) (2.3%)
NAV per share before DTL 0.24 0.22 0.25             0.22 (1.5%) (0.0%)
NAV per share after DTL 0.21 0.19 0.21             0.19 (0.0%) (0.0%)

___________

Notes:

1.     Euro/GBP rate 0.88551 as at 30 June 2018 and 0.88773 as at 31 December 2017.

2.     NAV per share has been calculated on the basis of 904,626,856 issued shares as at 30 June 2018 and as at 31 December 2017.

Total Group NAV as at 30 June 2018 was €220 million and €190 million before and after DTL respectively. This represents a decrease of €3 million (1.5%) and €4 million (2.1%), respectively, from the 31 December 2017 figures. Given that no valuation of the Company's portfolio took place as at 30 June 2018, the NAV reduction is mainly due to Dolphin's regular operational, corporate, finance and management expenses counterbalanced by the increase in the carrying value of Amanzoe to reflect the sales price.

Sterling NAV per share as at 30 June 2018 was 22p before DTL and 19p after DTL remaining stable compared to the respective figures as at 31 December 2017 since the factors mentioned above were not material to change the value per share. Furthermore Sterling remained almost unchanged against the Euro at the end of the period.

The Company's consolidated assets include €153 million of real estate assets, €225 million of assets held for sale, and €13 million in cash.

The balance of €153 million of real estate assets (property, plant and equipment, investment property and trading properties) represents the fair market valuation for both freehold and long leasehold interests.

The €225 million of assets held for sale includes €174 million of real estate assets, €44 million of investment in equity accounted investees (the Company's 47.9% interest in Aristo and its 25% interest in Nikki Beach as at 30 June 2018), €1 million of available-for-sale financial assets which represents the Company's investment in Itacare, €3 million of other assets and €3 million in cash. The €174 million figure comprises the aggregate total appraised value of the Company's Kea Resorts, Livka Bay and La Vanta projects as well as the value of Amanzoe based on the respective sale agreement.

The Company's consolidated liabilities (excluding DTL) total €171 million and mainly comprise €102 million of interest bearing loans and finance lease obligations (of which €82 million are classified as liabilities held for sale). All loans are held by Group subsidiaries and are non-recourse to Dolphin. The pro-forma Group total debt following the Amanzoe disposal which completed on 27 September amounts to €24 million, resulting in a pro forma gearing ratio for the Group of 9%.

The €69 million of trade and other payables and deferred revenue (including €38 million of trade and other payables and deferred revenue from state subsidies) comprise mainly €21 million of option contracts to acquire land in the Company's Lavender Bay project, €7 million deferred income from government grants received and €17 million of client advances from villa sales and hotel reservations.

Condensed consolidated interim statement of profit or loss and other comprehensive income

For the six-month period ended 30 June 2018

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
(Restated)
Note €'000 €'000
Continuing operations
Revenue 6 1,551 721
Cost of sales 7 (1,572) (665)
Gross (loss)/profit (21) 56
Disposal of investments 8A (1,182) 4
Change in valuations 8B 1,277 -
Investment Manager remuneration 28.2 (4,006) (4,606)
Directors' remuneration 28.1 (318) (422)
Depreciation charge (15) (4)
Professional fees 11 (2,317) (2,311)
Administrative and other expenses 12 (817) (807)
Total operating and other expenses (7,378) (8,146)
Results from operating activities (7,399) (8,090)
Finance income 26 19 3,968
Finance costs (4,870) (2,985)
Net finance (costs)/income (4,851) 983
Loss before taxation (12,250) (7,107)
Taxation 13 (674) (1,090)
Loss from continuing operations (12,924) (8,197)
DISContinuED operation
(Loss)/profit from discontinued operation, net of tax 10 (1,213) 10,389
(Loss)/profit (14,137) 2,192
Other comprehensive income
Items that will not be reclassified to profit or loss
Revaluation of property, plant and equipment 15 11,943 -
Related tax 13 (3,463) -
8,480 -
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences 1,194 (13,193)
1,194 (13,193)
Other comprehensive income, net of tax 9,674 (13,193)
Total comprehensive income (4,463) (11,001)
(Loss)/profit attributable to:
Owners of the Company (13,729) (2,682)
Non-controlling interests (408) 4,874
(14,137) 2,192
Total comprehensive income attributable to:
Owners of the Company (4,055) (15,290)
Non-controlling interests (408) 4,289
(4,463) (11,001)
(Loss)/earnings per share
Basic and diluted loss per share (€) 14 (0.015) (0.003)
Basic and diluted loss per share - Continuing operations (€) 14 (0.014) (0.009)
Basic and diluted (loss)/earnings per share - Discontinued operation (€) 14 (0.001) 0.006

Condensed consolidated interim statement of financial position

As at 30 June 2018

30 June 2018 31 December 2017
Note €'000 €'000
Assets
Property, plant and equipment 15 11,542 87,551
Investment property 16 130,671 138,672
Deferred tax assets 24 - 994
Non-current assets 142,213 227,217
Trading properties 18 10,700 30,572
Trade and other receivables 19 420 5,374
Cash and cash equivalents 20 12,739 2,444
Assets held for sale 17 224,914 129,131
Current assets 248,773 167,521
Total assets 390,986 394,738
Equity
Share capital 21 9,046 9,046
Share premium 21 569,847 569,847
Retained deficit (411,285) (397,746)
Other reserves 22,404 12,912
Equity attributable to owners of the Company 190,012 194,059
Non-controlling interests 366 4,769
Total equity 190,378 198,828
Liabilities
Loans and borrowings 22 14,722 68,544
Finance lease liabilities 23 3,001 2,990
Deferred tax liabilities 24 10,702 19,561
Trade and other payables 26 20,746 20,858
Deferred revenue 25 - 6,985
Non-current liabilities 49,171 118,938
Loans and borrowings 22 2,006 21,171
Finance lease liabilities 23 4 8
Trade and other payables 26 6,309 16,193
Deferred revenue 25 3,621 13,834
Liabilities held for sale 17 139,497 25,766
Current liabilities 151,437 76,972
Total liabilities 200,608 195,910
Total equity and liabilities 390,986 394,738
Net asset value ('NAV') per share (€) 27 0.21 0.21

Condensed consolidated interim statement of changes in equity

For the six-month period ended 30 June 2018

Attributable to owners of the Company
Share Share Translation Revaluation Retained Non-controlling Total
capital premium reserve reserve deficit Total interests equity
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Balance at 1 January 2017 9,046 569,847 16,345 4,338 (365,689) 233,887 17,993 251,880
TOTAL COMPREHENSIVE INCOME
(Loss)/profit - - - - (2,682) (2,682) 4,874 2,192
Other comprehensive income
Foreign currency translation differences - - (12,608) - - (12,608) (585) (13,193)
Total other comprehensive income - - (12,608) - - (12,608) (585) (13,193)
Total comprehensive income - - (12,608) - (2,682) (15,290) 4,289 (11,001)
TRANSACTIONS WITH OWNERS OF THE COMPANY
Contributions and distributions
Non-controlling interests on capital increases of subsidiaries - - - - - - 95 95
Equity-settled share-based payment arrangements - - - - 34 34 - 34
Total contributions and distributions - - - - 34 34 95 129
Changes in ownership interests
Disposal of subsidiary with non-controlling interests - - - - - - (17,452) (17,452)
Total changes in ownerships interests - - - - - - (17,452) (17,452)
Total transactions with owners of the Company - - - - 34 34 (17,357) (17,323)
Balance at 30 June 2017 9,046 569,847 3,737 4,338 (368,337) 218,631 4,925 223,556
Balance at 1 January 2018 9,046 569,847 5,368 7,544 (397,746) 194,059 4,769 198,828
TOTAL COMPREHENSIVE INCOME
Loss - - - - (13,729) (13,729) (408) (14,137)
Other comprehensive income
Foreign currency translation differences - - 1,194 - - 1,194 - 1,194
Revaluation of property, plant and equipment, net of tax - - - 8,480 - 8,480 - 8,480
Transfer of revaluation reserve to retained earnings due to disposal - - - (182) 182 - - -
Total other comprehensive income - - 1,194 8,298 182 9,674 - 9,674
Total comprehensive income - - 1,194 8,298 (13,547) (4,055) (408) (4,463)
TRANSACTIONS WITH OWNERS OF THE COMPANY
Contributions and distributions
Equity-settled share-based payment arrangements - - - - 8 8 - 8
Total contribution and distributions - - - - 8 8 - 8
Changes in ownership interests
Disposal of subsidiary with non-controlling interests - - - - - - (3,995) (3,995)
Total changes in ownership interests - - - - - - (3,995) (3,995)
Total transactions with owners of the Company - - - - 8 8 (3,995) (3,987)
Balance at 30 June 2018 9,046 569,847 6,562 15,842 (411,285) 190,012 366 190,378

Condensed consolidated interim statement of cash flows

For the six-month period ended 30 June 2018

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
€'000 €'000
Cash flows from operating activities
(Loss)/profit (14,137) 2,192
Net change in fair value of investment property (1,277) -
Loss/(gain) on disposal of investment in subsidiaries 1,182 (299)
Gain on disposal of equity-accounted investees held for sale - (4)
Other adjustments 7,302 (11,504)
(6,930) (9,615)
Changes in:
Receivables 3,210 (4,563)
Payables 2,005 3,785
Cash used in operating activities (1,715) (10,393)
Tax received 99 9
Net cash used in operating activities (1,616) (10,384)
Cash flows from investing activities
Proceeds from disposal of subsidiaries, net of cash disposed of 16,933 26,293
Proceeds from disposal of equity-accounted investees held for sale - 700
Net acquisitions of investment property (15) (5)
Net acquisitions of property, plant and equipment (106) (135)
Net change in trading properties 42 (258)
Net change in net assets held for sale 105 641
Net cash from investing activities 16,959 27,236
Cash flows from financing activities
Funds received from non-controlling interests - 95
Change in loans and borrowings - (1,922)
Change in finance lease obligations 7 14
Interest paid (2,703) (5,084)
Net cash used in financing activities (2,696) (6,897)
Net increase in cash and cash equivalents 12,647 9,955
Cash and cash equivalents at the beginning of the period 2,444 4,698
Effect of movement in exchange rates on cash held (2) -
Cash and cash equivalents reclassified to assets held for sale (2,350) -
Cash and cash equivalents at the end of the period 12,739 14,653
For the purpose of the condensed consolidated interim statement of cash flows, cash and cash equivalents consist of the following:
Cash in hand and at bank (see note 20) 12,739 14,653
Cash and cash equivalents at the end of the period 12,739 14,653

Notes to the condensed consolidated interim financial statements

For the six-month period ended 30 June 2018

1. REPORTING ENTITY

Dolphin Capital Investors Limited (the 'Company') was incorporated and registered in the British Virgin Islands ('BVIs') on 7 June 2005. The Company is a real estate investment company focused on the early-stage, large-scale leisure-integrated residential resorts in south-east Europe and managed by Dolphin Capital Partners Limited (the 'Investment Manager'), an independent private equity management firm that specialises in real estate investments, primarily in south-east Europe. The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ('AIM') on 8 December 2005.

The condensed consolidated interim financial statements of the Company as at and for the six-month period ended 30 June 2018 comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates.

2. Basis of preparation

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2017. They are presented in euro (€), rounded to the nearest thousand.

These condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 27 September 2018.

(b) Basis of preparation

The condensed consolidated interim financial statements of the Company for the six-month period ended 30 June 2018 have been prepared taking into account the Company's intention to dispose of all of its assets by 31 December 2019, as further explained below. The basis of preparation used continues to be in accordance with IAS 34.

Based on the Company's new asset strategy approved by its shareholders in December 2016, the Company's objective is to dispose of all of the Company's assets by 31 December 2019. The allocation of any additional capital investment into any of the Company's projects will be substantially sourced from third party capital providers and with the sole objective of enhancing the respective asset's realisation potential until 31 December 2019. The Board expects to return the proceeds from asset disposals to shareholders, as the orderly realisation of the Company's assets progresses after taking into account the Company's liquidity position and working capital requirements. In the event that any assets are still held by the Company shortly before 31 December 2019, the Board will convene a shareholders' meeting at which appropriate resolutions for the future of the Company will be proposed.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2017.

Comparatives

Comparative figures have been adjusted to reflect the required changes in presentation in relation to the agreement to dispose the "Amanzoe" project and the presentation of its "Hotel and Leisure" segment as a discontinued operation (see note 10).

4. ESTIMATES

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2017.

Going concern assumptions

The Group's cash flow forecasts for the foreseeable future involve uncertainties related primarily to the exact disposal proceeds and timing of disposals of the assets expected to be disposed of. Management believes that the proceeds from forecasted asset sales will be sufficient to maintain the Group's cash flow at a positive level. Should the need arise, management is confident that it can secure additional banking facilities and/or obtain waivers on existing ones, until planned asset sales are realised and proceeds received. If for any reason the Group is unable to continue as a going concern, then this could have an impact on the Group's ability to realise assets at their recognised values and to extinguish liabilities in the normal course of business at the amounts stated in the condensed consolidated interim financial statements.

5. PRINCIPAL SUBSIDIARIES

As at 30 June 2018, the Group's most significant subsidiaries were the following:

Country of Shareholding
Name Project incorporation interest
Scorpio Bay Holdings Limited Scorpio Bay Resort Cyprus 100%
Scorpio Bay Resorts S.A. Scorpio Bay Resort Greece 100%
Xscape Limited Lavender Bay Resort Cyprus 100%
Golfing Developments S.A. Lavender Bay Resort Greece 100%
MindCompass Overseas Limited Kilada Hills Golf Resort Cyprus 100%
MindCompass Overseas S.A. Kilada Hills Golf Resort Greece 100%
MindCompass Overseas Two S.A. Kilada Hills Golf Resort Greece 100%
MindCompass Parks S.A. Kilada Hills Golf Resort Greece 100%
Dolphin Capital Greek Collection Limited Kilada Hills Golf Resort Cyprus 100%
DCI Holdings One Limited ('DCI H1') Aristo Developers BVIs 100%
D.C. Apollo Heights Polo and Country Resort Limited Apollo Heights Resort Cyprus 100%
Symboula Estates Limited Apollo Heights Resort Cyprus 100%
DolphinCI Fourteen Limited ('DCI 14') Amanzoe Cyprus 100%
Eidikou Skopou Dekatessera S.A. ('ES 14') Amanzoe Greece 100%
Eidikou Skopou Dekaokto S.A. ('ES 18') Amanzoe Greece 100%
Single Purpose Vehicle Two Limited ('SPV 2') Amanzoe Cyprus 64%
Eidikou Skopou Eikosi Ena S.A. Amanzoe Greece 64%
Azurna Uvala D.o.o. ('Azurna') Livka Bay Resort Croatia 100%
Eastern Crete Development Company S.A. Plaka Bay Resort Greece 100%
DolphinLux 2 S.a.r.l. La Vanta Luxembourg 100%
Kalkan Yapi ve Turizm A.S. ('Kalkan') La Vanta Turkey 100%
Single Purpose Vehicle Ten Limited ('SPV 10') Kea Resort Cyprus 67%
Eidikou Skopou Eikosi Tessera S.A. Kea Resort Greece 67%

The above shareholding interest percentages are rounded to the nearest integer.

6. revenue

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
Income from hotel operations - 6,507 6,507 - 4,747 4,747
Sale of trading and investment properties 1,473 - 1,473 - - -
Rental income 5 - 5 12 - 12
Other income 73 - 73 709 - 709
Total 1,551 6,507 8,058 721 4,747 5,468

7. COST OF SALES

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
Cost of sales related to:
Hotel operations - 2,824 2,824 - 2,096 2,096
Sales of trading and investment properties 1,117 - 1,117 - - -
Personnel expenses (see below) 388 2,298 2,686 295 2,254 2,549
Branding management fees 30 268 298 326 212 538
Other operating expenses 37 51 88 44 143 187
Total 1,572 5,441 7,013 665 4,705 5,370

Personnel expenses

Continuing operations

From 1 January 2018 to 30 June 2018
Hotel & leisure operations Project maintenance & development Total
€'000 €'000 €'000
Wages and salaries - 302 302
Compulsory social security contributions - 74 74
Other personnel costs - 12 12
Total - 388 388
The average number of employees employed by the Group during the period was - 26 26

Discontinued operation

From 1 January 2018 to 30 June 2018
Hotel & leisure operations Project maintenance & development Total
€'000 €'000 €'000
Wages and salaries 1,812 - 1,812
Compulsory social security contributions 452 - 452
Other personnel costs 34 - 34
Total 2,298 - 2,298
The average number of employees employed by the Group during the period was 186 - 186

Continuing operations

From 1 January 2017 to 30 June 2017
Hotel & leisure operations Project maintenance & development Total
(Restated) (Restated) (Restated)
€'000 €'000 €'000
Wages and salaries - 233 233
Compulsory social security contributions - 49 49
Other personnel costs - 13 13
Total - 295 295
The average number of employees employed by the Group during the period was - 22 22

Discontinued operation

From 1 January 2017 to 30 June 2017
Hotel & leisure operations Project maintenance & development Total
(Restated) (Restated) (Restated)
€'000 €'000 €'000
Wages and salaries 1,546 174 1,720
Compulsory social security contributions 385 37 422
Other personnel costs 69 43 112
Total 2,000 254 2,254
The average number of employees employed by the Group during the period was 149 33 182

8. INCOME AND EXPENSES

?‘. Disposal of investments

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
Note operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
(Loss)/gain on disposal of investment in subsidiaries 29 (1,182) - (1,182) - 299 299
Gain on disposal of equity-accounted investees held for sale 17 - - - 4 - 4
Total (1,182) - (1,182) 4 299 303

?’. Change in valuations

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
Note operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
Net change in fair value of investment property 16 1,277 - 1,277 - - -
Total 1,277 - 1,277 - - -

9. SEGMENT REPORTING

Operating segments

The Group has two reportable operating segments, the 'Hotel & leisure operations' and 'Construction & development' segments. Information related to each operational reportable segment is set out below.  Segment profit/(loss) before tax is used to measure performance as management believes such information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.

Hotel & leisure operations Construction & development Other Reportable segments' totals
Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
30 June 2018
Revenue - 6,507 1,478 - 73 - 1,551 6,507
Cost of sales - (5,441) (1,421) - (151) - (1,572) (5,441)
Investment Manager remuneration - - - - (4,006) - (4,006) -
Directors' remuneration - - - - (318) - (318) -
Depreciation charge - (1,096) - - (15) - (15) (1,096)
Professional fees - - (277) - (2,040) - (2,317) -
Administrative and other expenses - - (68) - (749) - (817) -
Loss on disposal of investment in subsidiaries - - - - (1,182) - (1,182) -
Net change in fair value of investment property - - - - 1,277 - 1,277 -
Results from operating activities - (30) (288) - (7,111) - (7,399) (30)
Finance income - - 105 - (86) - 19 -
Finance costs - (1,183) (2,242) - (2,628) - (4,870) (1,183)
Net finance costs - (1,183) (2,137) - (2,714) - (4,851) (1,183)
Loss before taxation - (1,213) (2,425) - (9,825) - (12,250) (1,213)
Taxation - - (8) - (666) - (674) -
Loss - (1,213) (2,433) - (10,491) - (12,924) (1,213)
Hotel & leisure operations Construction & development Other Reportable segments' totals
Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation Continuing operations Discontinued operation
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
30 June 2017 (Restated)
Revenue - 4,747 8 - 713 - 721 4,747
Cost of sales - (4,337) (445) (368) (220) - (665) (4,705)
Investment Manager remuneration - - - - (4,606) - (4,606) -
Directors' remuneration - - - - (422) - (422) -
Depreciation charge - (1,171) (4) - - - (4) (1,171)
Professional fees - - (88) (29) (2,223) (53) (2,311) (82)
Administrative and other expenses - - (62) (80) (745) (853) (807) (933)
Gain on disposal of investment in subsidiaries - - - - - 299 - 299
Gain on disposal of equity-accounted investees held for sale - - 4 - - - 4 -
Results from operating activities - (761) (587) (477) (7,503) (607) (8,090) (1,845)
Finance income - - 85 - 3,883 13,415 3,968 13,415
Finance costs - (1,181) (1,350) - (1,635) - (2,985) (1,181)
Net finance (costs)/income - (1,181) (1,265) - 2,248 13,415 983 12,234
(Loss)/profit before taxation - (1,942) (1,852) (477) (5,255) 12,808 (7,107) 10,389
Taxation - - (8) - (1,082) - (1,090) -
(Loss)/profit - (1,942) (1,860) (477) (6,337) 12,808 (8,197) 10,389

Geographical segments 

Information in relation to the geographical regions in which the Group operates, is set below:

Americas1 

(Discontinued)
South-East Europe2 Other3 Reportable

 segment

totals
Adjustments4 Consolidated  totals
€'000 €'000 €'000 €'000 €'000 €'000
30 June 2018
Property, plant and equipment - 11,542 - 11,542 - 11,542
Investment property - 130,671 - 130,671 - 130,671
Trading properties - 10,700 - 10,700 - 10,700
Cash and cash equivalents - 2,101 10,638 12,739 - 12,739
Assets held for sale 886 221,264 2,764 224,914 - 224,914
Intra-group debit balances - 41,329 512,344 553,673 (553,673) -
Other assets - 344 76 420 - 420
Total assets 886 417,951 525,822 944,659 (553,673) 390,986
Loans and borrowings - 16,728 - 16,728 - 16,728
Finance lease liabilities - 3,005 - 3,005 - 3,005
Deferred tax liabilities - 10,702 - 10,702 - 10,702
Liabilities held for sale - 139,497 - 139,497 - 139,497
Intra-group credit balances - 411,091 142,582 553,673 (553,673) -
Other liabilities - 16,565 14,111 30,676 - 30,676
Total liabilities - 597,588 156,693 754,281 (553,673) 200,608
Revenue - 1,551 - 1,551 - 1,551
Cost of sales - (1,572) - (1,572) - (1,572)
Change in valuations - 1,277 - 1,277 - 1,277
Disposal of investments - (1,182) - (1,182) - (1,182)
Investment Manager remuneration - (635) (3,371) (4,006) - (4,006)
Other operating expenses - (2,140) (1,327) (3,467) - (3,467)
Net finance cost - (4,813) (38) (4,851) - (4,851)
Loss before taxation - (7,514) (4,736) (12,250) - (12,250)
Taxation - (674) - (674) - (674)
Loss from continuing operations - (8,188) (4,736) (12,924) - (12,924)
Loss from discontinued operation, net of tax - (1,213) - (1,213) - (1,213)
Loss - (9,401) (4,736) (14,137) - (14,137)
Americas1

(Discontinued)

€'000
South-East Europe2

€'000
Other3

€'000
Reportable segment

totals

€'000
Adjustments4 €'000 Consolidated

totals

€'000
31 December 2017
Property, plant and equipment - 87,551 - 87,551 - 87,551
Investment property - 138,672 - 138,672 - 138,672
Trading properties - 30,572 - 30,572 - 30,572
Cash and cash equivalents - 1,063 1,381 2,444 - 2,444
Assets held for sale 834 128,297 - 129,131 - 129,131
Intra-group debit balances - 50,670 594,368 645,038 (645,038) -
Other assets - 3,905 2,463 6,368 - 6,368
Total assets 834 440,730 598,212 1,039,776 (645,038) 394,738
Loans and borrowings - 89,715 - 89,715 - 89,715
Finance lease liabilities - 2,998 - 2,998 - 2,998
Deferred tax liabilities - 19,561 - 19,561 - 19,561
Liabilities held for sale - 25,766 - 25,766 - 25,766
Intra-group credit balances - 441,500 203,538 645,038 (645,038) -
Other liabilities - 56,029 1,841 57,870 - 57,870
Total liabilities - 635,569 205,379 840,948 (645,038) 195,910
30 June 2017 (Restated)
Revenue - 721 - 721 - 721
Cost of sales - (665) - (665) - (665)
Disposal of investments - 4 - 4 - 4
Investment Manager remuneration - (700) (3,906) (4,606) - (4,606)
Other operating expenses - (1,684) (1,860) (3,544) - (3,544)
Net finance cost - 1,038 (55) 983 - 983
Loss before taxation - (1,286) (5,821) (7,107) - (7,107)
Taxation - (1,090) - (1,090) - (1,090)
Loss from continuing operations - (2,376) (5,821) (8,197) - (8,197)
Profit/(loss) from discontinued operation, net of tax 12,331 (1,942) - 10,389 - 10,389
Profit/(loss) 12,331 (4,318) (5,821) 2,192 - 2,192

1  Americas includes the investment in Itacare Capital Investments Ltd ('Itacare') (see note 17). Also includes the Group's activities in the Republic of Panama as of 30 June 2017.

2  South-East Europe comprises the Group's activities in Cyprus, Greece, Croatia and Turkey. 

3  Other comprises the parent company, Dolphin Capital Investors Limited.

4  Adjustments consist of intra-group eliminations.

Country risk developments

The general economic environment prevailing in the south-east Europe area and internationally may affect the Group's operations. Factors such as inflation, unemployment, public health crises, international trade and development of the gross domestic product directly impact the economy of each country and variation in these and the economic environment in general affect the Group's performance to a certain extent.

The global fundamentals of the hospitality sector remained strong during 2017 and the first half of 2018, with both international tourism and wealth continuing to grow, even though economic activity in two of the Group's primary markets, Greece and Cyprus, continued to face significant challenges. The business climate is steadily improving in Cyprus assisted by the legislative reforms implemented during the last three years by the Cypriot government.

Greece

Gross Domestic Product of Greece grew 1.4% in 2017 compared to 2016 while the Hellenic Statistical Authority revised higher growth rates to +2.5% (from 2.3%) year-on-year for the first quarter of 2018 and the country also realized a 1.8% year-on-year GDP increase in the second quarter of 2018.  In addition, macroeconomic indicators have been quite encouraging about the country's economic perspectives and following the upgrade in the country's credit rating by S&P in January 2018, Fitch and Moody's also proceeded with corresponding upgrades in February 2018 and made very favourable assessments of the Greek economy's progress. In August 2018 Greece successfully exited its final, three-year bailout program, agreed in August 2015 to help it cope with the continued fallout from a debt crisis.

The tourism sector is expected to have a significant impact on the recovery of the country's economy and on curbing the external trade deficit. According to the latest data issued by the Bank of Greece, more than 27 million tourists (excluding cruise passengers) arrived in Greece in 2017, recording a rise of c.10%, while travel receipts during the same period totalled €14.6 billion, up 10.5% compared to 2016. The balance of travel services in the January-June 2018 period showed a surplus of €3.76 million compared to a surplus of €3.14 million in the corresponding period in 2017, partly due to an 18.9 percent increase in travel receipts.

Cyprus

The emerging economic recovery has been reinforced since the conclusion of the three-year European Stability Mechanism financial assistance programme on 31 March 2016, placing the island amongst the highest accelerating economies in Europe with the economy expanding by 3.4% year-on-year in 2017, driven mainly by improved levels of private consumption and a record year for the tourism industry. GDP growth rate in real terms during the second quarter of 2018 is positive and estimated at +3.9% over the corresponding quarter of 2017.

Fitch has upgraded its rating on Cyprus' to 'BB+' from 'BB' because of the country's strong cyclical economic recovery and prudent fiscal policy. Fitch's rating on Cyprus is now just one step below investment grade and the outlook is positive, although the weakness in the banking sector is still a risk to public finances.

The available data for the tourism industry highlighted, once again, that tourism was amongst one of the key catalysts for the country's 2017 economic performance, Tourist arrivals in Cyprus recorded an impressive increase in 2017, according to the Cyprus Tourism Organisation (CTO). For the period of January - December 2017 tourist arrivals totalled 3.7 million, recording an increase of 14.6% and outnumbering the total arrivals ever recorded in Cyprus during a year. For the period of January to June 2018, more than 1.6 million tourists visited the country, compared to 1.46 million for the same period last year recording an increase of 12.4%. As reported by the country's Statistical Service, this number exceeds the total arrivals ever recorded in Cyprus during the first six months of the year.

10. DISCONTINUED OPERATION

Subsequent to 30 June 2018, as also mentioned in note 33, the Group entered into a conditional agreement for the disposal of DCI 14 (owner of 'Amanzoe' project in Greece). Part of Amanzoe constituted the 'Hotel and Leisure' operations of the Group, which as at 30 June 2018, is presented as a discontinued operation.

As at 30 June 2017, 'Hotel and Leisure' operation segment was not classified as a discontinued operation.  The comparative condensed consolidated interim statement of profit or loss and other comprehensive income has been restated to show the discontinued operation separately from continuing operations. 

Also during the first quarter of 2017, the Group sold Pearl Island project ('Pearl Island' in Republic of Panama). Pearl Island constituted the operations of the Group in the geographical area of Americas, which as at 30 June 2017, was presented as a discontinued operation.

Results of discontinued operation

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
(Restated)
Note €'000 €'000
Revenue 6 6,507 4,747
Expenses
Cost of sales 7 (5,441) (4,705)
Depreciation charge (1,096) (1,171)
Professional fees 11 - (82)
Administrative and other expenses 12 - (933)
Net finance (costs)/income (1,183) 12,234
Results from operating activities (1,213) 10,090
Taxation - -
Results from operating activities, net of tax (1,213) 10,090
Gain on disposal of discontinued operation 8A - 299
(Loss)/profit from discontinued operation, net of tax (1,213) 10,389

Cash flows used in discontinued operation

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
(Restated)
€'000 €'000
Net cash from/(used in) operating activities 2,674 (20,020)
Net cash (used in)/from investing activities (102) 26,159
Net cash used in financing activities (1,043) (2,361)
Net cash flows for the period 1,529 3,778

11. PROFESSIONAL FEES

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
Legal fees 333 - 333 555 19 574
Auditors' remuneration (see below) 194 - 194 166 28 194
Accounting expenses 127 - 127 140 - 140
Project design and development fees 1,343 - 1,343 1,011 21 1,032
Consultancy fees 76 - 76 169 - 169
Administrator fees 25 - 25 35 - 35
Other professional fees 219 - 219 235 14 249
Total 2,317 - 2,317 2,311 82 2,393
From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
Auditors' remuneration comprises the following fees:
Audit and other audit related services 194 - 194 134 28 162
Tax and advisory - - - 32 - 32
Total 194 - 194 166 28 194

12. ADMINISTRATIVE AND OTHER EXPENSES

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
Travelling and accommodation 67 - 67 139 - 139
Insurance 23 - 23 31 - 31
Repairs and maintenance 124 - 124 61 5 66
Marketing and advertising expenses 73 - 73 76 14 90
Rents 63 - 63 68 23 91
Other 467 - 467 432 891 1,323
Total 817 - 817 807 933 1,740

13. Taxation

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
(Restated)
€'000 €'000
RECOGNISED IN PROFIT OR LOSS
Income tax 1 (35)
Net deferred tax 673 1,125
Total 674 1,090
RECOGNISED IN OTHER COMPREHENSIVE INCOME
Revaluation of property, plant and equipment 3,463 -
Total 3,463 -

14. (LOSS)/Earnings per share

Basic (loss)/earnings per share

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to owners of the Company by the weighted average number of common shares outstanding during the period.

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
'000 '000 '000 '000 '000 '000
(Loss)/profit attributable to owners of the Company (€) (12,561) (1,168) (13,729) (8,120) 5,438 (2,682)
Number of weighted average common shares outstanding 904,627 904,627 904,627 904,627 904,627 904,627
Basic (loss)/earnings per share (€) (0.014) (0.001) (0.015) (0.009) 0.006 (0.003)

(Loss)/profit attributable to owners of the Company

From 1 January 2018 to 30 June 2018 From 1 January 2017 to 30 June 2017
Continuing Discontinued Continuing operations Discontinued operation Total
operations operation Total (Restated) (Restated) (Restated)
€'000 €'000 €'000 €'000 €'000 €'000
(Loss)/profit attributable to owners of the Company (12,561) (1,168) (13,729) (8,120) 5,438 (2,682)
(Loss)/profit attributable to non-controlling interests (363) (45) (408) (77) 4,951 4,874
Total (12,924) (1,213) (14,137) (8,197) 10,389 2,192

Weighted average number of common shares outstanding

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
(Restated)
'000 '000
Outstanding common shares at the beginning and end of the period 904,627 904,627

Diluted (loss)/earnings per share

Diluted (loss)/earnings per share is calculated by adjusting the (loss)/profit attributable to owners and the number of common shares outstanding to assume conversion of all dilutive potential shares.  As of 30 June 2018 and 30 June 2017, the diluted (loss)/earnings per share is the same as the basic (loss)/earnings per share, due to the fact that no dilutive potential ordinary shares were outstanding during these periods. 

15. Property, plant and equipment

Land and buildings

€'000
Other

€'000
Total

€'000
30 June 2018
Cost or revalued amount
At beginning of period 104,136 5,483 109,619
Direct acquisitions 25 81 106
Revaluation adjustment 4,441 - 4,441
Reclassification to assets held for sale (88,626) (5,201) (93,827)
At end of period 19,976 363 20,339
Depreciation and impairment losses
At beginning of period 18,608 3,460 22,068
Depreciation charge for the period - continuing operations 15 - 15
Depreciation charge for the period - discontinued operations 859 237 1,096
Revaluation adjustment (7,502) - (7,502)
Reclassification to assets held for sale (3,534) (3,346) (6,880)
At end of period 8,446 351 8,797
Carrying amounts 11,530 12 11,542
Land &

 buildings

€'000
Other

€'000
Total

€'000
31 December 2017
Cost or revalued amount
At beginning of year 99,561 5,409 104,970
Direct acquisitions 60 124 184
Direct disposals - (50) (50)
Revaluation adjustment 4,515 - 4,515
At end of year 104,136 5,483 109,619
Depreciation and impairment losses
At beginning of year 14,381 2,942 17,323
Direct disposals - (19) (19)
Depreciation charge for the year 1,771 537 2,308
Impairment loss 2,466 - 2,466
Reversal of impairment loss (10) - (10)
At end of year 18,608 3,460 22,068
Carrying amounts 85,528 2,023 87,551

Fair value hierarchy

The fair value of land and buildings has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.

Valuation techniques and significant unobservable inputs

The valuation techniques used in measuring the fair value of land and buildings, as well as the significant unobservable inputs used, are the same as those used as at 31 December 2017.

16. Investment property

Note 30 June 2018 31 December 2017
€'000 €'000
At beginning of period/year 138,672 176,548
Direct acquisitions 15 203
Transfers to trading properties 18 - (217)
Reclassification to assets held for sale (9,293) (25,376)
Fair value adjustment - continuing operations 1,277 (12,486)
At end of period/year 130,671 138,672

Fair value hierarchy

The fair value of investment property has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.

Valuation techniques and significant unobservable inputs

The valuation techniques used in measuring the fair value of investment property, as well as the significant unobservable inputs used, are the same as those used as at 31 December 2017.

17. DISPOSAL GROUPS HELD FOR SALE

As already mentioned in note 10, the Company committed to the sale of Amanzoe through the sale of its holding company DCI 14. Accordingly, the assets and liabilities of Amanzoe are presented as a disposal group held for sale. Part of Amanzoe's operations constitute the discontinued 'Hotel and Leisure' operation and is also included in the geographical segment of 'South-East Europe'.

The Company also remains committed to its plan to sell five disposal groups which are presented as held for sale in 2017.  These disposal groups are: Kea (owner of 'Kea Resort') and Porto Heli (owner of 'Nikki Beach') in Greece, Azurna (owner of 'Livka Bay') in Croatia, Kalkan (owner of 'La Vanta') in Turkey and DCI Holdings Two Limited ('DCI H2') (owner of Aristo Developers Limited ('Aristo') in Cyprus. 

All of the above disposal groups are included in the geographical segment of 'South-East Europe' and in the operating segments of 'Hotel & Leisure operations' (Porto Heli), 'Construction & Development' (Kalkan and DCI H2) and 'Other' (Kea and Azurna).

As at 31 December 2017, Iktinos (owner of 'Sitia Bay Golf Resort') and Triopetra (owner of 'Triopetra Bay') in Greece was also presented as held for sale with their disposal being completed during the first half of 2018.

Impairment losses relating to the disposal group

No impairment losses have been recognised during the period ended 30 June 2018 and 30 June 2017 for write-downs of the disposal groups to the lower of their carrying amount and their fair value less costs to sell.

Assets and liabilities of disposal groups held for sale

As at 30 June 2018, the disposal groups comprised the following assets and liabilities:

Amanzoe disposal group Kea

disposal

group
Azurna

disposal

group
Kalkan

disposal

group
Porto Heli

 disposal

group
DCI H2 disposal group Total
€'000 €'000 €'000 €'000 €'000 €'000 €'000
Property, plant and equipment 86,947 - - 6 - - 86,953
Investment property 9,293 21,360 30,973 - - - 61,626
Equity-accounted investees - - - - 1,025 42,694 43,719
Deferred tax assets 993 - - - - - 993
Trading properties 19,830 - - 5,618 - - 25,448
Trade and other receivables 1,744 102 5 835 - - 2,686
Cash and cash equivalents 2,350 182 15 56 - - 2,603
121,157 21,644 30,993 6,515 1,025 42,694 224,028
Available-for-sale financial assets - - - - - - 886
Assets held for sale 224,914
Loans and borrowings 74,301 - 7,652 - - - 81,953
Deferred tax liabilities 12,994 2,796 3,264 - - - 19,054
Deferred revenue 20,031 - - - - - 20,031
Trade and other payables 9,561 7,871 960 67 - - 18,459
Liabilities held for sale 116,887 10,667 11,876 67 - - 139,497

Available-for-sale financial assets

On 15 July 2013, the Company acquired 9.6 million shares, equivalent to 10% of Itacare's share capital, for the amount of €1.9 million. Itacare is a real estate investment company that was listed on AIM until 16 May 2014, when the admission of its ordinary shares to trading on AIM was cancelled following a decision of its shareholders at the Extraordinary General Meeting that took place on 6 May 2014.  Itacare's shareholders have decided to dispose of all assets and after a series of asset sales/swaps Itacare now owns two development sites with the Company's shareholding being 13%.

DCI H2 disposal group

During 2016, the Company's investment in DCI H2, owner of Aristo, decreased significantly, as a result of a share of loss and an impairment loss amounting to €34,389 thousand and €109,265 thousand, respectively.  The share of losses comprised the result of the loan restructuring arrangement between Aristo and Bank of Cyprus, whereby a loss from the redemption of such bank loans emerged through their settlement with property swapped.  The impairment loss has been recognised to bring the DCI H2 investment to its recoverable amount of €45 million, which represented the originally agreed proceeds to the Company from the disposal of its investment, as further described below.

On 29 September 2016, the Company reached an agreement to dispose of its 49.75% shareholding in DCI H2 to an entity controlled by Theodoros Aristodemou ('TA'), DCI H2' s current controlling shareholder. The disposal would have been effected by way of a sale to TA of 49.75% of the shares in DCI H2 held by DCI Holdings One Ltd, a wholly-owned subsidiary of the Company, for a total cash consideration of €45 million, payable in quarterly instalments over three years and bearing annual interest of 4% in the first year, increasing to 5% and 6%, respectively, for each of the subsequent years. On 6 September 2016, the Company received €1.1 million in exchange for 105 DCI H2 shares, resulting in a gain on disposal of €151 thousand and to a reduction in the Company's holding in DCI H2 to 48.7%.

On 13 February 2017, the Company signed a supplementary agreement amending the date of execution of the agreement to the earlier of a) 30 April 2017 and b) the 'Stay Period', the date falling five business days after the issuance of the Court verdict for the current trial between the Attorney General and the Bank of Cyprus Public Company Ltd (in which TA was a defendant). Completion was to take place upon the expiration of the Stay Period, subject to the full receipt by the Company of any outstanding amount from the consideration. Upon execution of this agreement an amount of €700 thousand was paid to the Company (received on 14 February 2017) in exchange for 77 shares in DCI H2, resulting in a gain on disposal of €4 thousand and to a reduction in the Company's holding in DCI H2 to 47.9%. In the event that by 30 April 2017 a court verdict had not been issued, then the Stay Period would have been extended until 30 June of 2017, provided that TA made by the 30 April 2017 a payment of €300 thousand in exchange for 33 DCI H2 shares.

On 3 May 2017, the Company decided to terminate the agreement with TA to dispose its Aristo shares, as a result of TA's failure to settle deferred payments by 30 April 2017.  The Company will retain the remaining holding of its Aristo shares, which corresponds to 47.9%.  The Board remains committed to dispose of its holding in Aristo and realise value.

As at 30 June 2018 and as at 31 December 2017, the Company's holding of 47.9% has been classified as asset held for sale.

As at 31 December 2017, the disposal groups comprised the following assets and liabilities:

Iktinos

disposal

group
Azurna

disposal

group
Kalkan

disposal

group
Kea

disposal

group
Triopetra

 disposal

group
Porto Heli disposal

group
DCI H2 disposal group Total
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Property, plant and equipment 6,699 - 9 - - - - 6,708
Investment property 14,544 30,960 - 20,940 4,436 - - 70,880
Equity-accounted investees - - - - - 926 42,694 43,620
Trading properties - - 5,615 - - - - 5,615
Trade and other receivables 139 6 980 62 36 - - 1,223
Cash and cash equivalents 4 181 29 36 1 - - 251
21,386 31,147 6,633 21,038 4,473 926 42,694 128,297
Available-for-sale financial assets - - - - - - - 834
Assets held for sale 129,131
Loans and borrowings - 8,165 - - - - - 8,165
Deferred tax liabilities 3,062 3,240 - 2,796 360 - - 9,458
Trade and other payables 311 965 79 6,775 13 - - 8,143
Liabilities held for sale 3,373 12,370 79 9,571 373 - - 25,766

Cumulative income or expenses included in other comprehensive income

No cumulative income or expenses relating to the disposal groups is included in other comprehensive income (30 June 2017: €10,270 thousand loss).

Measurement of fair values

i. Fair value hierarchy

The fair value measurement for the disposal groups before costs to sell has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.

ii. Valuation techniques and significant unobservable inputs

The fair value of each disposal group is significantly based on the valuation of the immovable property in each group. The valuation techniques and significant unobservable inputs used in measuring the fair values of these properties are the same as those used as at 31 December 2017.

18. Trading properties

30 June 2018 31 December 2017
Note €'000 €'000
At beginning of period/year 30,572 29,763
Net direct (disposals)/acquisitions (42) 1,079
Reversal of concession/write off of land - 193
Net transfers from investment property 16 - 217
Reclassification to assets held for sale (19,830) -
Impairment loss - (680)
At end of period/year 10,700 30,572

19. TRADE AND OTHER RECEIVABLES

30 June 2018 31 December 2017
€'000 €'000
Trade receivables 13 1,082
VAT receivables - 561
Other receivables 407 2,538
Total trade and other receivables 420 4,181
Prepayments and other assets - 1,193
Total 420 5,374

20. Cash and cash equivalents

30 June 2018 31 December 2017
€'000 €'000
Bank balances 12,737 2,421
Cash in hand 2 23
Total 12,739 2,444

During the period, the Group had no fixed deposits.

21. CAPITAL AND RESERVES

Capital

Authorised share capital

30 June 2018 31 December 2017
'000 of shares €'000 '000 of shares €'000
Common shares of €0.01 each 2,000,000 20,000 2,000,000 20,000

Movement in share capital and premium

Shares in Share capital Share premium
'000 €'000 €'000
Capital at 1 January 2017 and 30 June 2018 904,627 9,046 569,847

Reserves

Translation reserve

Translation reserve comprises all foreign currency differences arising from the translation of the interim financial statements of foreign operations. 

Revaluation reserve

Revaluation reserve relates to the revaluation of property, plant and equipment from both subsidiaries and equity-accounted investees, net of any deferred tax.

  1. LOANS AND BORROWINGS
Total Within one year Within two to five years More than five years
30 June 31 December 30 June 31 December 30 June 31 December 30 June 31 December
2018 2017 2018 2017 2018 2017 2018 2017
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Loans in Euro 16,728 89,715 2,006 21,171 14,722 55,474 - 13,070
Loans in Euro within disposal groups held for sale 81,953 8,165 8,084 8,165 61,011 - 12,858 -
Total 98,681 97,880 10,090 29,336 75,733 55,474 12,858 13,070

As of 30 June 2018, there were no significant changes in terms and conditions of the outstanding loans, compared to 31 December 2017.

1 January 2018 New

issues
Capital repayments Interest

paid
Other movements 30 June 2018
€'000 €'000 €'000 €'000 €'000 €'000
Loans in Euro 16,168 - - - 560 16,728
Loans in Euro within disposal groups held for sale 81,712 - (500) (2,773) 3,514 81,953
Total 97,880 - (500) (2,773) 4,074 98,681

Securities

As of 30 June 2018, there were no significant changes in the Group's loan securities compared to 31 December 2017. The securities include mortgages against immovable property, pledge of shares, fixed and floating charges over assets and corporate guarantees.

23. Finance lease LIABILITIES

30 June 2018 31 December 2017
Future minimum lease payments Interest Present value of minimum lease payments Future minimum lease payments Interest Present value of minimum lease payments
€'000 €'000 €'000 €'000 €'000 €'000
Less than one year 4 - 4 8 - 8
Between two and five years 156 4 152 154 6 148
More than five years 4,025 1,176 2,849 4,133 1,291 2,842
Total 4,185 1,180 3,005 4,295 1,297 2,998

The major finance lease liabilities comprise leases in Greece with 99-year lease terms.

24. Deferred tax assets and liabilities

30 June 2018 31 December 2017
Deferred Deferred Deferred Deferred
tax assets tax liabilities tax assets tax liabilities
€'000 €'000 €'000 €'000
Balance at the beginning of the period/year 994 (19,561) 996 (24,255)
Recognised in profit or loss - continuing operations (1) (672) (2) 2,847
Recognised in other comprehensive income - (3,463) - (1,309)
Reclassification to (assets)/liabilities held for sale (993) 12,994 - 3,156
Balance at the end of the period/year - (10,702) 994 (19,561)

Deferred tax assets and liabilities are attributable to the following:

30 June 2018 31 December 2017
Deferred Deferred Deferred Deferred
tax assets tax liabilities tax assets tax liabilities
€'000 €'000 €'000 €'000
Revaluation of investment property - (9,536) - (9,550)
Revaluation of trading properties - - - (2,163)
Revaluation of property, plant and equipment - (1,166) - (7,143)
Other temporary differences - - - (705)
Tax losses - - 994 -
Total - (10,702) 994 (19,561)

25. DEFERRED REVENUE

30 June 2018 31 December 2017
€'000 €'000
Prepayment from clients 3,621 13,834
Government grant - 6,985
Total 3,621 20,819
30 June 2018 31 December 2017
€'000 €'000
Non-current - 6,985
Current 3,621 13,834
Total 3,621 20,819
  1. Trade and other payables
30 June 2018 31 December 2017
€'000 €'000
Trade payables - 814
Land creditors 20,923 21,048
Investment Manager fees 1,203 1,188
Branding fees accrual - 2,684
Litigation liability provision - 4,000
Other payables and accrued expenses 4,929 7,317
Total 27,055 37,051
30 June 2018 31 December 2017
€'000 €'000
Non-current 20,746 20,858
Current 6,309 16,193
Total 27,055 37,051

During 2017, the Company entered into new contracts in connection with the deferred purchase of land at Lavender Bay. The amount outstanding as at 31 December 2017 was €21,048 thousand and payment will be made on 31 December 2025. As a result of a retroactive change in the interest rate charged on the outstanding consideration, an accrued interest payable amount of approximately €4 million has been reversed during the year ended 31 December 2017 and included in finance income in profit or loss.

A subsidiary of the Group is in dispute with a third party concerning a c. €4 million assignment of claims to this party by one of the subsidiary's contractors. Although the Group has recognized a €4 million provision regarding this claim, the Group's intention is to defend its position vigorously and its lawyers are handling the ongoing litigation. As at 30 June 2018, the €4 million provision is included in 'Trade and other payables' in Disposal Groups Held for Sale.

27. NAV per share

30 June 2018 31 December 2017
'000 '000
Total equity attributable to owners of the Company (€) 190,012 194,059
Number of common shares outstanding at end of period/year 904,627 904,627
NAV per share (€) 0.21 0.21

28. Related party transactions 

28.1    Directors' interest and remuneration

Directors' interest

Miltos Kambourides is the founder and managing partner of the Investment Manager.

The interests of the Directors as at 30 June 2018, all of which are beneficial, in the issued share capital of the Company as at this date were as follows:

Shares
'000
Miltos Kambourides (indirect holding) 66,019
Mark Townsend 282
Andrew Coppel 150

Save as disclosed, none of the Directors had any interest during the period in any material contract for the provision of services which was significant to the business of the Group.

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
€'000 €'000
Remuneration 310 388
Equity-settled share-based payment arrangements 8 34
Total remuneration 318 422

The Directors' remuneration details for the six-month periods ended 30 June 2018 and 30 June 2017 were as follows:

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
€'000 €'000
Andrew Coppel 115 115
Graham Warner 85 86
Robert Heller 30 101
Mark Townsend 40 28
Sue Farr 40 58
Total 310 388

Mr. Miltos Kambourides has waived his fees.

On 25 January 2018, Robert Heller and Sue Farr resigned from the Company's Board. Robert Heller no longer retains an interest in the stock options issued pursuant to the Company's Stock Option Programme.

28.2    Investment Manager remuneration

From 1 January 2018

to 30 June 2018
From 1 January 2017

to 30 June 2017
€'000 €'000
Fixed management fee 2,500 3,000
Variable management fees 1,506 1,606
Total remuneration 4,006 4,606

In line with the Amended and Restated IMA, signed in December 2016, with retroactive effect from 1 July 2016, the following arrangements came into effect:

i. Fixed management fee

The annual management fees for the second half of 2016 were retrospectively reduced from €8.5 million to €6.5 million per annum and have been set to a fixed declining annual amount equal to €6 million for 2017, €5 million for 2018 and €4 million for 2019.

Additionally, the term of the IMA has been reduced and will expire at the earlier of the end of the Divestment Period or 31 December 2019 rather than August 2020 as under the terms of the previous IMA. There will be no fixed management fee due for 2020.

ii. Variable management fee

A variable management fee has been introduced which will become payable solely upon the execution of each asset divestment by the Company. The variable management fee will be equal to a percentage of the enterprise value (i.e. the equity value of the asset plus any loans or other liabilities assumed by its purchaser) of any asset disposed by the Company during the Divestment Period at a valuation at or in excess of 50% of its latest reported NAV.

The variable management fee percentage will be equal to 3% for divestments executed within the second half 2016 and will be reduced to 2.5%, 2.0% and 1.3% for those concluded in 2017, 2018 and 2019 respectively, to the extent these are completed at 50% of relevant latest reported NAV. The variable management fee will increase in respect of transactions executed at sales prices exceeding 50% of their NAV.

The variable management fee will become payable to the Investment Manager three months from the completion of the respective disposal.

With regard to the disposal of Aristo and Pearl Island, the Manager will be entitled to a variable annual management fee equal to 3%, 2.5%, 2% and 1.3% on the portion of their corresponding Total Disposal Prices received by the Company within 2016, 2017, 2018 and 2019, respectively.

The Investment Manager was entitled to a performance fee payable under the terms of the previous IMA. There is no change to this entitlement. However, any performance fees earned under this arrangement will be fully deducted from any future annual management fees and variable management fees payable over the term of the IMA.

28.3    Shareholder and development agreements

Shareholder agreements

On 6 August 2012, the Company signed an agreement for the sale of eight out of the nine remaining Seafront Villas. The total base net consideration agreed for this sale was €10 million, with the Company also entitled to 50% profit participation in the sale of five Villas. It was also agreed that the Company would undertake the construction contract for the completion of the Villas and a €1 million deposit was paid upon signing. During 2013, the Company received an additional amount of €990 thousand. Completion remains pending.

On 1 November 2017, the Company along with the project's current minority shareholder entered into an agreement through its relevant project subsidiary companies, for a €16 million equity investment by One & Only Resorts Limited ('One & Only') in exchange for a 40% shareholding in Single Purpose Vehicle Fourteen Ltd, holding company of 100% of Kea Resort. The consideration will be deployed in the development of the Kea Resort, with the transaction including the operation of the Kea Resort and its residences by One & Only through long-term management and branding agreements. Completion of the investment agreement is subject to the Company meeting certain conditions including the revision of the construction permits to reflect the redesign of the Kea Resort to meet One & Only brand standards and the completion of a €30 million senior loan facility against the project together with the finalisation of the turn-key construction contract. Completion and commencement of the Kea Resort's construction is also subject to an additional €4 million equity injection in the Kea Resort by third party investors.

Development agreements

Pedro Gonzalez Holdings II Limited, a subsidiary of the Group in which the Company held a 60% stake, signed a Development Management agreement with DCI Holdings Twelve Limited ('DCI H12') in which the Group had a stake of 60%. Under its terms, DCI H12 undertook, among others, the management of permitting, construction, sale and marketing of the Pearl Island project. As stated in note 29, the Company entered into a share purchase agreement for the sale of its shareholding in the project on 17 January 2017 and completion took place on 13 March 2017.

28.4    Other related parties

During the period ended 30 June 2018 and 30 June 2017, the Group did not enter into any related party transactions.

29. Business combinations

On 18 January 2018, the Group entered into an agreement for the disposal of its entire interest of 77.8% in the Sitia Bay Golf Resort ('project') to its minority partner in the project, Iktinos Hellas S.A., for a consideration of €14 million. The first instalment of €1.4 million was received on 22 January 2018 while the remaining €12.6 million was received on 3 April 2018.

On 5 February 2018, the Group entered into an agreement for the disposal of its entire interest of 100% in the Triopetra project to Deniage Ltd ('Deniage'). Deniage purchased the Group's entire shareholding interest for a total cash consideration of €4.1 million.  The amount of €4 million was received on 5 February 2018 while the remaining €100 thousand will be withheld until the first anniversary from the transaction to cover any potential latent project liabilities.

Sitia Bay Triopetra Total
€'000 €'000 €'000
Investment property (14,544) (4,436) (18,980)
Property, plant and equipment (6,698) - (6,698)
Receivables and other assets (138) (36) (174)
Cash and cash equivalents (4) - (4)
Deferred tax liabilities 3,062 359 3,421
Trade and other payables 310 12 322
Net assets (18,012) (4,101) (22,113)
Net assets disposed of - 77.8%/100% (14,018) (4,101) (18,119)
Net proceeds on disposal 13,440 3,497 16,937
Loss on disposal recognised in profit or loss (578) (604) (1,182)
Cash effect on disposal:
Net proceeds on disposal 13,440 3,497 16,937
Cash and cash equivalents (4) - (4)
Net cash inflow on disposal 13,436 3,497 16,933

On 17 January 2017, the Company signed a share purchase agreement with Grivalia Hospitality S.A. ('Grivalia') for the sale of its 60% shareholding in all entities related with the Pearl Island. Completion of the disposal was subject to a corporate restructuring and to the consent of the appointed hotel operator to modifications of certain terms of the hotel management agreement. The consideration for the sale comprised a cash payment of €27 million, payable in the form of a €1 million non-returnable deposit, €24 million upon completion of the sale and the remaining €2 million to be retained in an escrow account for a period of 12 months post completion to cover any tax liabilities, potential breach of the Company's warranties or undisclosed indebtedness. Completion took place on 13 March 2017 with €24 million received by the Company on the same date while the escrowed amount of €2 million was received in full on 16 March 2018. 

€'000
Investment property (28,108)
Property, plant and equipment (25,990)
Receivables and other assets (2,237)
Cash and cash equivalents (183)
Deferred tax liabilities 1,238
Trade and other payables 11,652
Net assets (43,628)
Net assets disposed of - 60% shareholding (26,177)
Net proceeds on disposal 26,476
Gain on disposal recognised in profit or loss 299
Cash effect on disposal:
Net proceeds on disposal 26,476
Cash and cash equivalents (183)
Net cash inflow on disposal 26,293

30. FINANCIAL RISK MANAGEMENT

The Group's financial risks and risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2017.

Fair values

The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the statement of financial position date.

31. Commitments

As of 30 June 2018, the Group had a total of €3,173 thousand contractual capital commitments on property, plant and equipment (31 December 2017: €2,695 thousand).

Non-cancellable operating lease rentals are payable as follows:

30 June 2018 31 December 2017
€'000 €'000
Less than one year 186 20
Between one and two years 9 11
Total 195 31

32. Contingent liabilities

Companies of the Group are involved in pending litigation. Such litigation principally relates to day-to-day operations as a developer of second-home residences and largely derives from certain clients and suppliers. Based on advice from the Group's legal advisers, the Investment Manager believes that there is sufficient defence against any claim and does not expect that the Group will suffer any material loss. All provisions in relation to these matters which are considered necessary have been recorded in these condensed consolidated interim financial statements.

If investment properties, trading properties and property, plant and equipment were sold at their fair market value, this would have given rise to a variable management fee to the Investment Manager, which would be based on the relevant IMA provisions.

In addition to the tax liabilities that have already been provided for in the condensed consolidated interim financial statements based on existing evidence, there is a possibility that additional tax liabilities may arise after the examination of the tax and other matters of the companies of the Group in the relevant tax jurisdictions.

The Group, under its normal course of business, guaranteed the development of properties in line with agreed specifications and time limits in favour of other parties.

33. SUBSEQUENT EVENTS

On 1 August 2018, the Group entered into a conditional agreement for the disposal of its 100% interest in the Amanzoe project and the sale of 20 Kilada Hills Golf plots to Grivalia.

Grivalia will purchase the Group's entire shareholding interest in Amanzoe through the acquisition of 100% of the shares in DCI 14, the holding company owning the project, for a total cash consideration of €5.8 million. Completion of the disposal is conditional on the completion of certain procedural steps for the transfer of the respective shares and the finalization of certain legal opinions relating to the transaction.

As part of the agreement, Grivalia will purchase 20 Golf plots in Dolphin's Kilada Hills Golf project for a €10 million cash consideration. Completion is conditional on the Company securing a senior development loan for the project, the issuance of final building permits and the tendering of a construction contract for the project's first phase development.

There were no other material events after the reporting period which have a bearing on the understanding of the condensed consolidated interim financial statements as at 30 June 2018.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

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