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Lamda Development S.A. — Audit Report / Information 2015
Mar 30, 2016
2660_10-k_2016-03-30_cba45ff5-511e-425f-895f-46fd801e4239.pdf
Audit Report / Information
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| GROUP COMPANY GROUP 31/12/2015 31/12/2014 31/12/2015 31/12/2014 1/1-31/12/2015 1/1-31/12/2014 1/1-31/12/2015 1/1-31/12/2014 ASSETS Investment property 379.362 379.862 1.840 1.840 Revenues from investment property and other revenues 44.037 44.240 Owner occupied property, plant and equipment 4.010 3.818 399 179 Fair value gains / (losses) of investment property Investments in subsidiaries, joint ventures and associates 106.570 112.018 230.012 237.337 and other assets (9.303) (25.023) Other non-current assets 19.294 15.712 96.140 92.885 Gain/(Loss) from sale of investment property - - Inventories 61.419 70.064 - - Minus: Operating expenses (12.592) (14.267) Trade and other receivables 29.932 33.826 27.755 31.435 Gross revenue 22.142 4.951 Financial instruments held at fair value through profit or loss 23.642 - 23.642 - Profit / (loss) before interest and taxes 7.736 (9.839) Cash and cash equivalents 107.173 187.636 76.388 157.191 Loss before income tax (14.609) (24.181) TOTAL ASSETS 731.404 802.937 456.177 520.868 Loss after taxes (A) (22.103) (23.501) EQUITY AND LIABILITIES Share capital 23.917 23.917 23.917 23.917 Profit / (loss) attributable to: Share premium 360.110 360.007 360.110 360.007 - Owners of the parent (22.060) (23.453) Treasury shares (6.737) (1.757) (6.737) (1.757) - Non-controlling interests (43) (47) Other equity components (16.516) 5.486 (87.918) (60.676) Other comprehensive income / (loss) after tax (Β) (16) (462) Total share capital and reserves (a) 360.773 387.652 289.371 321.491 Total other comprehensive income / (loss) after tax (Α)+(Β) (22.119) (23.962) Non-controlling interests (b) (168) (130) - - Profit / (loss) attributable to: Total equity (c) = (a) + (b) 360.605 387.522 289.371 321.491 - Owners of the parent (22.075) (23.913) Long-term borrowings 269.186 225.319 129.293 64.550 - Non-controlling interests (43) (50) Deferred tax liabilities 31.572 25.250 - - Earnings per share after taxes (expressed in € per share) Other non-current liabilities 17.394 17.811 19.537 19.481 - Basic (0,2806) (0,4020) Short-term borrowings 20.419 113.157 2.666 100.150 - Diluted (0,2806) (0,4015) Other short-term liabilities 32.227 33.877 15.310 15.196 Total liabilities (d) 370.798 415.415 166.806 199.377 Profit / (loss) before interest, taxes, depreciation 520.868 and amortisation |
Company's data Supervising authority: Company's web site: Date of approval of the financial statements by the Board of Directors: The certified auditor: Auditing firm: Type of auditors opinion: |
www.lamdadev.com 30 March 2016 Unqualified |
PricewaterhouseCoopers SA | Ministry of Economy, Infrastructure, Marine and Tourism Konstantinos Michalatos (SOEL Reg. No 17701) |
Board of Directors Chairman of the Board: Anastasios K. Giannitsis Vice Chairman: Evangelos I. Chronis Chief Executive Officer: Odyssefs Ε. Athanasiou Members: Photios S. Antonatos Evgenia G. Paizi Dimitrios Ch. Politis |
Georgios K. Gerardos Odyssefs P. Kyriacopoulos Achillefs V. Konstantakopoulos |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| STATEMENT OF FINANCIAL POSITION (Amounts in € thousands) | STATEMENT OF COMPREHENSIVE INCOME (Amounts in € thousands) | |||||||||
| COMPANY | ||||||||||
| 1.264 | 1.334 | |||||||||
| (16.894) | (18.020) | |||||||||
| - | - | |||||||||
| - | - | |||||||||
| (15.629) | (16.686) | |||||||||
| (26.225) | (27.044) | |||||||||
| (31.107) | (26.782) | |||||||||
| (27.304) | (23.491) | |||||||||
| (27.304) | (23.491) | |||||||||
| - | - | |||||||||
| (11) | (74) | |||||||||
| (27.316) | (23.565) | |||||||||
| (27.316) | (23.565) | |||||||||
| - | - | |||||||||
| (0,3473) | (0,4026) | |||||||||
| (0,3473) | (0,4021) | |||||||||
| TOTAL EQUITY AND LIABILITIES (c) + (d) | 731.404 | 802.937 | 456.177 | 8.666 | (8.902) | (26.055) | (26.922) |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2015 | 30/6/2014 | 31/12/2015 | 30/6/2014 | ||
| Equity at the beginning of the year (1/1/2015 and 1/1/2014 respectively) | 387.522 | 249.555 | 321.491 | 183.129 | |
| Total comprehensive income after tax (continuing operations) | (22.119) | (23.962) | (27.316) | (23.565) | |
| Share capital increase | - | 146.972 | - | 146.972 | |
| Increase/(decrease) in the share capital of subsidiaries | 5 | 3 | - | - | |
| Increase in share capital due to employees share option scheme | 74 | 160 | 74 | 160 | |
| Change in deferred tax rate | 102 | - | 102 | - | |
| (Purchase)/sale of treasury shares | (4.980) | 14.795 | (4.980) | 14.795 | |
| Equity at the end of the year (31/12/2015 and 31/12/2014 respectively) | 360.605 | 387.522 | 289.371 | 321.491 |
| CASH FLOW STATEMENT - Indirect Method (Amounts in € thousands) | ||||||
|---|---|---|---|---|---|---|
| GROUP | COMPANY | |||||
| 31/12/2015 | 30/6/2014 | 31/12/2015 | 30/6/2014 | |||
| Cash flows from operating activities | ||||||
| Losses before taxes from continuing operations | (14.609) | (24.181) | (31.107) | (26.782) | ||
| Adjustments for: | - | - | - | - | ||
| Net losses from fair value adjustment on investment property and other assets | 9.303 | 25.023 | 16.894 | 18.020 | ||
| Depreciation | 930 | 937 | 170 | 122 | ||
| Provisions | 351 | 646 | 50 | 39 | ||
| Results (income, expenses, gains and losses) of investment operations | 8.285 | 1.997 | (2.480) | (5.257) | ||
| Finance costs - net | 13.971 | 12.375 | 7.243 | 4.996 | ||
| Other non-cash flow items | (1.173) | 166 | (1.073) | 166 | ||
| Changes in working capital : | ||||||
| Increase in inventories | (114) | (346) | - | - | ||
| (Increase)/decrease in receivables | 1.915 | (6.599) | 1.739 | (1.992) | ||
| Decrease in payables | (3.607) | 2.712 | 530 | 1.131 | ||
| Minus: | - | - | - | - | ||
| Interest paid | (13.678) | (13.399) | (8.140) | (7.186) | ||
| Income tax paid | (2.325) | (2.243) | - | 188 | ||
| Cash flows from operating activities - net | (750) | (2.912) | (16.175) | (16.556) | ||
| Cash flows from investing activities | ||||||
| Purchases of property, plant and equipment and investment properties | (1.251) | (2.031) | (394) | (66) | ||
| Proceeds from sale of ppe and investment property | 18 | 253 | - | - | ||
| (Purchase)/sale of financial instruments held at fair value through profit or loss | (23.831) | - | (23.831) | - | ||
| Loans to related parties | (1.475) | - | - | - | ||
| Dividends received | - | 2.192 | 5.124 | 2.192 | ||
| Interest received | 1.150 | 2.332 | 1.009 | 1.508 | ||
| Proceeds from disposal of participations | 860 | 1.246 | 860 | 1.246 | ||
| Increase/(decrease) in share capital of participations | (985) | 139 | (9.619) | (4.189) | ||
| Cash flows from / (to) investing activities - net | (25.514) | 4.131 | (26.851) | 691 | ||
| Cash flows from financing activities | ||||||
| Proceeds from issues of shares | - | 146.112 | - | 146.112 | ||
| Purchase of treasury shares | (4.980) | 14.795 | (4.980) | 14.795 | ||
| Costs for shares issued | (2.048) | - | (2.048) | - | ||
| Increase in the share capital of subsidiaries | 5 | 3 | - | - | ||
| Borrowings received | 133.950 | - | 133.950 | - | ||
| Repayments of borrowings | (180.121) | (11.089) | (164.700) | (450) | ||
| Capital repayments of finance leases | (1.006) | (989) | - | - | ||
| Cash flows from / (to) financing activities - net | (54.200) | 148.833 | (37.778) | 160.458 | ||
| Net increase / (decrease) in cash and cash equivalents | (80.463) | 150.051 | (80.803) | 144.593 | ||
| Cash and cash equivalents at the beginning of the period | 187.636 | 32.586 | 157.191 | 7.597 | ||
| Restricted cash restated to receivables | - | 5.000 | - | 5.000 | ||
| Cash and cash equivalents at the end of the period | 107.173 | 187.636 | 76.388 | 157.191 |
CHAIRMAN OF THE BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER FINANCIAL DIRECTOR
| ANASTASIOS K. GIANNITSIS | ODYSSEFS E. ATHANASIOU | VASSILIOS Α. BALOUMIS |
|---|---|---|
| I.D.No Η865601 | I.D.No AB510661 | I.D.No AK130062 |
In accordance with 4/507/28.04.2009 resolution of the Greek Capital Market Committee.
LAMDA DEVELOPMENT S.A.
HOLDING AND REAL ESTATE DEVELOPMENT COMPANY S.A.
Company's number in the General Electronic Commercial Registry: 3379701000
Registered offices: 37A Kifissias Ave., 151 23 Maroussi
FINANCIAL DATA AND INFORMATION for the period 1 Janaury 2015 - 31 December 2015
The financial information listed below is aiming to provide a general awareness about the financial position and the financial results of LAMDA DEVELOPMENT S.A. Consequently, it is recommended to the reader, before any investment decision or transaction performed with the Company, to visit the website of the Company where the financial statements are available with the certified auditor's report.
- The Company has been audited by tax authorities until the fiscal year of 2008. For further information regarding the Company's and Group's unaudited fiscal years refer to note 27 of the annual financial statements for the year ended 31/12/2015.
STATEMENT OF CHANGES IN EQUITY (Amounts in € thousands) ADDITIONAL DATA AND INFORMATION
Maroussi, 30 March 2016
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The accounting principles adopted in the preparation and presentation of the annual financial statements for the year ended 31/12/2015 are consistent with the same accounting principles adopted forthe annual financial statements of the Company and the Group for the year 2015. 3. The company Consolidated Lamda Holdings SA, registered in Luxembourg, participates in Company's share capital by 50,87% as at December 31, 2015 and therefore the Group's financial statements are included in Consolidated Lamda Holdings SA's consolidated financial statements by the full consolidation method.
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Companies included in the consolidated financial statements together with names, country of establishment, participation interest, directly and indirectly, and method of consolidation are presented in note 8 of the annual financial statements for the year ended 31/12/2015.
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The Company proceeded to share capital increase in its subsidiaries Lamda Development (Netherlands) BV, LAMDA Erga Anaptyxis SA, LAMDA Domi SA, LAMDA Leisure SA, Property Development DOO, LAMDA Development Sofia EOOD, LAMDA Estate Development SA, Robies Services Ltd and GEAKAT SA by €81.350k, €2.000k, €3.075k, €800k, €804k, €40k, €400k, €45k and €160k,respectively. Also, the subsidiary LAMDA Development (Netherlands) BV decreased its share capital by €80.000k. For further details in relation to the
Group's participations, see note 8 of the annual financial statements for the year ended 31/12/2015. 6. Within February 2015, the Company proceeded with selected placement of its cash in prime investment grade money market funds and supranational bonds with various financial counterparties with high ratings. Regarding the subsidiaries, they proceeded to total payments of €16.4m within current reporting period, as described in their bond loan contracts. The cash and cash equivalents at 31/12/2015 are mainly placed in bank institutions as well as in prime investment grade money market funds and supranational bonds.
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Real estate liens and pre-notices over assets, amount to €12m concerning guarantees for bank loans.
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The number of employees at the end of the year was: Group 140, Company 66 (31/12/2014: Group 137, Company 66). There are no seasonal employees at the end of the year (31/12/2014: Group 0, Company 0).
-
As at the end of the period, the Company acquires 1.745.594 treasury shares at an average price of €3,85 per share, at an aggregate total value of €6.7m.
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Other comprehensive income/(loss) after tax includes: a) Cash flow hedges profit, after tax €30k (31/12/2014 loss €270k) at Group level, b) Foreign exchange difference €-30k (31/12/2014 €-58k) at Group level and c) Actuarial gains/(losses), after tax €-16k (31/12/2014 €-134k) at Group level and €-11k (31/12/2014 €-74k) at Company level.
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i) There are neither cases under dispute, litigation, or arbitrations nor any court decisions that are likely to have a significant impact on the Company's financial statements ii) During year ended 31/12/2015 a) No provision has been made regarding cases under dispute, litigation, arbitrations or court decisions b) The total amount of the accumulative provision made for the Group's and Company's unaudited by the tax authorities years amount to €1,1m (Group's interest) and €0,7m respectively c) The other provisions that have been made accumulatively for the Group and the Company amount to €8,6m (Group's interest) and include provisions for customers' impairment.
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The Company, in January 2016, announces the acquisition of 66% of the share capital of ECE-LAMDA HELLAS SA aiming to the quality upgrading of the property management services of "The Mall Athens" and "Golden Hall", as well as for cost saving purposes. Given that the Company already held 34% of the share capital of ECE-LAMDA HELLAS SA, the Company becomes the holder of 100% of the share capital of the aforementioned company, which is renamed to "Malls Management Services SA.
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The Group at 17/2/2016 acquired the 80% of joint ownership in 86 premises located in the office building Kronos Business Center in Maroussi, by its 100% subsidiary LAMDA Estate Development S.A., following the exercise of the repurchase option upon the expiration of the financial lease with Hellas Capital Leasing S.A. The residual value paid on the signing date of the transfer contract for the
above-mentioned premises, amounts to €3.9m, according to the relevant term of the financial lease.
- Intercompany transactions for the year ended December 31, 2015 and intercompany balances as at December 31, 2014 according to
IAS 24 are as follows:
| (Amounts in $\epsilon$ thous ands) | GROUP | COMPANY |
|---|---|---|
| a) Revenues | 409 | 1.132 |
| b) Expenses | 2.391 | 911 |
| c) Dividend income | 2421 | |
| d) Receivables | 1.536 | 94.645 |
| e) Payables | 18.555 | 21 228 |
| f) Transactions and gross salaries of BoD members and key management | 925 | 925 |