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Lamda Development S.A. — Interim / Quarterly Report 2016
Nov 24, 2016
2660_10-q_2016-11-24_a9302266-de74-42ff-b8db-b8927a590bc9.pdf
Interim / Quarterly Report
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LAMDA Development S.A.
Condensed separate and consolidated interim financial statements in accordance with International Financial Reporting Standards («IFRS»)
1 January – 30 September 2016
G.E.MI.: 3379701000
37A Kifissias Ave.
15123, Maroussi
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language
financial statements, the Greek language financial statements will prevail over this document.
| Notes to the condensed separate and consolidated interim financial statements |
9 | |
|---|---|---|
| 1. | General information | 9 |
| 2. | Basis of preparation and summary of significant accounting policies | 9 |
| 3. | Fair value estimation | 14 |
| 4. | Segment information | 14 |
| 5. | Investment property | 16 |
| 6. | Property, plant and equipment | 17 |
| 7. | Investments in subsidiaries, joint ventures and associates | 19 |
| 8. | Financial instruments by category | 24 |
| 9. | Financial instruments held at fair value through profit or loss | 25 |
| 10. Cash and cash equivalents | 25 | |
| 11. Share capital | 26 | |
| 12. Borrowings | 26 | |
| 13. Derivative financial instruments | 28 | |
| 14. Cash generated from operations | 29 | |
| 15. Commitments | 29 | |
| 16. Contingent liabilities | 30 | |
| 17. Related party transactions | 33 | |
| 18. Earnings per share | 34 | |
| 19. Income tax expense | 35 | |
| 20. Number of employees | 36 | |
| 21. Events after the balance sheet date | 36 |
Statement of financial position
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | Note | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| ASSETS | |||||
| Non-current assets | |||||
| Investment property | 5 | 380.684 | 379.362 | 1.840 | 1.840 |
| Property, plant and equipment | 6 | 3.749 | 4.010 | 388 | 399 |
| Investments in subsidiaries | 7 | - | - | 199.964 | 192.290 |
| Investments in joint ventures and associates | 7 | 109.275 | 106.570 | 37.518 | 37.722 |
| Deferred tax assets | 15.782 | 15.947 | 9.132 | 9.354 | |
| Receivables | 2.913 | 3.347 | 83.236 | 86.786 | |
| 512.404 | 509.237 | 332.079 | 328.392 | ||
| Current assets | |||||
| Inventories | 59.585 | 61.419 | - | - | |
| Trade and other receivables | 27.617 | 25.987 | 26.655 | 24.597 | |
| Current tax assets | 3.171 | 3.945 | 3.122 | 3.159 | |
| Financial instruments held at fair value through | |||||
| profit or loss | 9 | 13.469 | 23.642 | 13.469 | 23.642 |
| Cash and cash equivalents | 10 | 96.470 | 107.173 | 69.989 | 76.388 |
| 200.312 | 222.167 | 113.235 | 127.785 | ||
| Total assets | 712.716 | 731.404 | 445.314 | 456.177 | |
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Share capital and share premium | 11 | 374.863 | 377.289 | 374.863 | 377.289 |
| Other reserves | 6.173 | 5.807 | 3.053 | 3.053 | |
| Retained earnings/(Accumulated losses) | (22.533) | (22.323) | (100.417) | (90.971) | |
| 358.504 | 360.773 | 277.500 | 289.371 | ||
| Non-controlling interest | (188) | (168) | - | - | |
| Total equity | 358.316 | 360.605 | 277.500 | 289.371 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Borrowings | 12 | 253.459 | 269.186 | 126.354 | 129.293 |
| Deferred tax liabilities | 33.517 | 31.572 | - | - | |
| Derivative financial instruments | 13 | 823 | 903 | - | - |
| Employee benefit obligations | 783 | 634 | 578 | 578 | |
| Other non-current liabilities | 15.901 | 15.857 | 18.977 | 18.959 | |
| 304.483 | 318.152 | 145.909 | 148.830 | ||
| Current liabilities | |||||
| Trade and other payables | 26.960 | 28.961 | 15.890 | 15.310 | |
| Current tax liabilities | 2.925 | 3.266 | - | - | |
| Borrowings | 12 | 20.032 | 20.419 | 6.015 | 2.666 |
| 49.917 | 52.646 | 21.905 | 17.976 | ||
| Total liabilities | 354.401 | 370.798 | 167.814 | 166.806 | |
| Total equity and liabilities | 712.716 | 731.404 | 445.314 | 456.177 |
These condensed consolidated and Company interim financial statements of LAMDA Development SA have been approved for issue by the Company's Board of Directors on November 24, 2016.
Condensed interim financial statements 30 September 2016
Income Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Continuing operations (all amounts in € thousands) | Note | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
| Revenue | 33.980 | 32.538 | 1.017 | 958 | |
| Dividends | - | - | 5.449 | 2.421 | |
| Net loss from fair value adjustment on investment property | 5 | 1.202 | (10.186) | - | - |
| Loss from inventory impairment | (540) | (3.246) | - | - | |
| Other direct property operating expenses | (7.551) | (9.050) | - | - | |
| Employee benefits expense | (5.903) | (5.312) | (4.123) | (4.285) | |
| Depreciation of property, plant and equipment | 6 | (626) | (703) | (118) | (114) |
| Operating lease payments | (447) | (468) | (723) | (705) | |
| Provision for impairment of receivables from subsidiaries Profits/(losses) from sale/valuation of participations and |
- | - | (2.054) | - | |
| other financial investments | (205) | (183) | (135) | (42) | |
| Other operating income / (expenses) - net | (3.202) | (2.855) | (1.881) | (1.814) | |
| Operating profit/(loss) | 16.708 | 536 | (2.568) | (3.582) | |
| Finance income | 161 | 604 | 1.025 | 1.307 | |
| Finance costs | (12.019) | (10.828) | (7.681) | (6.626) | |
| Share of net profit of investments accounted for using the equity method |
1.698 | (6.733) | - | - | |
| Profit/(loss) before income tax | 6.548 | (16.421) | (9.224) | (8.901) | |
| Income tax expense | (6.468) | (2.731) | (222) | 1.884 | |
| Profit/(loss) for the period | 8 0 | (19.152) | (9.446) | (7.016) | |
| Profit/(loss) attributable to: | |||||
| Equity holders of the parent | 100 | (19.132) | (9.446) | (7.016) | |
| Non-controlling interest | (20) | (20) | - | - | |
| 8 0 | (19.152) | (9.446) | (7.016) | ||
| Profits/(losses) per share from continuing operations attributable to the equity holders of the Parent during the period (expressed in € per share) |
|||||
| Basic profits/(losses) per share | 18 | 0,00 | (0,24) | (0,12) | (0,09) |
| Diluted profits/(losses) per share | 18 | 0,00 | (0,24) | (0,12) | (0,09) |
Condensed interim financial statements 30 September 2016
Income Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Continuing operations (all amounts in € thousands) | Note | 01.07.2016 to 30.09.2016 |
01.07.2015 to 30.09.2015 |
01.07.2016 to 30.09.2016 |
01.07.2015 to 30.09.2015 |
| Revenue | 11.020 | 10.764 | 339 | 319 | |
| Other direct property operating expenses | (2.540) | (2.937) | - | - | |
| Employee benefits expense | (1.899) | (1.729) | (1.336) | (1.407) | |
| Depreciation of property, plant and equipment | (234) | (243) | (64) | (68) | |
| Operating lease payments | (167) | (188) | (239) | (235) | |
| Profits/(losses) from sale/valuation of participations and other financial investments |
(70) | (57) | (99) | (57) | |
| Other operating income / (expenses) - net | (889) | (914) | (543) | (601) | |
| Operating profit/(loss) | 5.222 | 4.696 | (1.943) | (2.049) | |
| Finance income | 103 | 117 | 394 | 416 | |
| Finance costs | (4.035) | (3.547) | (2.572) | (2.144) | |
| Share of net profit of investments accounted for using the equity method |
1.023 | (2.501) | - | - | |
| Profit/(loss) before income tax | 2.313 | (1.235) | (4.121) | (3.777) | |
| Income tax expense | (3.707) | (3.570) | (1.604) | 734 | |
| Loss for the period | (1.394) | (4.805) | (5.725) | (3.043) | |
| Loss attributable to: | |||||
| Equity holders of the parent | (1.391) | (4.802) | (5.725) | (3.043) | |
| Non-controlling interest | (3) | (3) | - | - | |
| (1.394) | (4.805) | (5.725) | (3.043) | ||
| Losses per share from continuing operations attributable to the equity holders of the Parent during the year (expressed in € per share) |
|||||
| Basic losses per share | 18 | (0,02) | (0,06) | (0,07) | (0,04) |
| Diluted losses per share | 18 | (0,02) | (0,06) | (0,07) | (0,04) |
Total Comprehensive Income Statement
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
| Profit/(loss) for the period | 8 0 | (19.152) | (9.446) | (7.016) |
| Cash flow hedges, after tax | 57 | 54 | - | - |
| Currency translation differences | (1) | 4 | - | - |
| Items that may be subsequently reclassified to profit or loss |
5 6 | 5 8 | - | - |
| Total comprehensive income for the period | 137 | (19.093) | (9.446) | (7.016) |
| Profit/(loss) attributable to: | ||||
| Equity holders of the parent | 156 | (19.073) | (9.446) | (7.016) |
| Non-controlling interest | (20) | (20) | - | - |
| 137 | (19.093) | (9.446) | (7.016) |
Statement of changes in equity (Consolidated)
| Attributable to equity holders of the parent | |||||||
|---|---|---|---|---|---|---|---|
| all amounts in € thousands | Note | Share capital | Other reserves | Retained earnings / (Accumulated losses) |
Total | Non controlling interests |
Total equity |
| GROUP | |||||||
| 1 January 2015 | 382.167 | 5.417 | 6 8 | 387.652 | (130) | 387.522 | |
| Total Income: | |||||||
| Loss for the period | - | - | (19.132) | (19.132) | (20) | (19.152) | |
| Other comprehensive income for the period: Cash flow hedges, after tax |
54 | - 54 |
54 | ||||
| Currency translation differences | - - |
4 | - - |
4 | - - |
4 | |
| Total comprehensive income for the period |
- | 5 8 | (19.132) | (19.073) | (20) | (19.093) | |
| Transactions with the shareholders: Change in deferred tax rate |
102 | (9) | - | - 94 |
- | - 94 |
|
| Statutory reserves | - | 618 | (618) | - | - | - | |
| Purchase of treasury shares | (3.917) | - | - | (3.917) | - | (3.917) | |
| (3.814) | 609 | (618) | (3.823) | - | (3.823) | ||
| 30 September 2015 | 378.353 | 6.085 | (19.681) | 364.756 | (150) | 364.606 | |
| 1 January 2016 | 377.289 | 5.807 | (22.323) | 360.773 | (168) | 360.605 | |
| Total Income: | |||||||
| Profit for the period Other comprehensive income for the period: |
- | - | 100 | 100 | (20) | 80 | |
| Cash flow hedges, after tax | - | 57 | - | 57 | - | 57 | |
| Currency translation differences | - | (1) | - | (1) | - | (1) | |
| Total comprehensive income for the period |
- | 5 6 | 100 | 156 | (20) | 137 | |
| Transactions with the shareholders: | - | - | |||||
| Statutory reserves | - | 310 | (310) | - | - | - | |
| Purchase of treasury shares | 11 | (2.426) | - | - | (2.426) | - | (2.426) |
| (2.426) | 310 | (310) | (2.426) | - | (2.426) | ||
| 30 September 2016 | 374.863 | 6.173 | (22.533) | 358.504 | (188) | 358.316 |
Statement of changes in equity (Company)
Transactions with the shareholders:
| all amounts in € thousands | Note | Share capital | Other reserves | Retained earnings / (Accumulated losses) |
Total equity |
|---|---|---|---|---|---|
| COMPANY | |||||
| 1 January 2015 | 382.167 | 3.276 | (63.952) | 321.491 | |
| Total Income: | |||||
| Loss for the period | - | - | (7.016) | (7.016) | |
| Total comprehensive income for the period |
- | - | (7.016) | (7.016) | |
| Transactions with the shareholders: | |||||
| Change in deferred tax rate | 102 | (13) | - | 90 | |
| Purchase of treasury shares | (3.917) | - | - | (3.917) | |
| (3.814) | (13) | - | (3.827) | ||
| 30 September 2015 | 378.353 | 3.264 | (70.969) | 310.647 | |
| 1 January 2016 | 377.289 | 3.053 | (90.971) | 289.371 | |
| Total Income: | |||||
| Loss for the period | - | (9.446) | (9.446) | ||
| Total comprehensive income for the |
period - - (9.446) (9.446)
Purchase of treasury shares 11 (2.426) - - (2.426) 30 September 2016 374.863 3.053 (100.417) 277.500
Condensed interim financial statements 30 September 2016
Cash Flow Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | Note | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
| Cash flows from operating activities | |||||
| Cash generated from / (used in) operations | 14 | 15.613 | 11.865 | (5.882) | (4.954) |
| Interest paid | (11.025) | (9.777) | (6.631) | (5.762) | |
| Income taxes paid | (3.985) | (1.011) | - | - | |
| Net cash inflow (outflow) from operating activities | 603 | 1.078 | (12.513) | (10.715) | |
| Cash flows from investing activities | |||||
| Payments for PPE and investment property | 5,6 | (120) | (1.073) | (107) | (310) |
| Proceeds from sale of ppe and investment property | - | 18 | - | - | |
| Dividends received | - | - | 6.329 | 5.124 | |
| Proceeds from loan repayments from related parties | - | - | 1.307 | - | |
| Interest received | 194 | 1.167 | 131 | 974 | |
| Proceeds from sale of participation | 948 | 630 | 948 | 630 | |
| (Purchase) sale of financial instruments held at fair value through profit or loss |
9 | 10.084 | (34.998) | 10.084 | (34.998) |
| Purchase of share in participations | 7 | (2.437) | - | (3.600) | - |
| Increase in the share capital of participations | 7 | (704) | (2.294) | (6.450) | (79.770) |
| Net cash inflow (outflow) from investing activities | 7.965 | (36.550) | 8.642 | (108.350) | |
| Cash flows from financing activities | |||||
| Purchase of treasury shares | 11 | (2.426) | (3.917) | (2.426) | (3.917) |
| Repayment of borrowings | 12 | (12.399) | (44.759) | - | - |
| Finance lease payments | 12 | (4.346) | (710) | - | (30.750) |
| Borrowings transaction costs | 12 | (102) | - | (102) | - |
| Net cash outflow from financing activities | (19.272) | (49.386) | (2.528) | (34.667) | |
| Net decrease in cash and cash equivalents | (10.704) | (84.858) | (6.399) | (153.732) | |
| Cash and cash equivalents at the beginning of the period | 10 | 107.173 | 187.636 | 76.388 | 157.191 |
| Cash and cash equivalents at end of period | 10 | 96.470 | 102.779 | 69.989 | 3.459 |
Notes to the condensed separate and consolidated interim financial statements
1. General information
These financial statements include the separate financial statements of the company LAMDA Development S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (together "the Group") for the nine month period ended September 30, 2016. The names of the subsidiaries are presented in note 7 of these financial statements.
The main activities of the Group comprise investment, development, leasing and maintenance of innovative real estate projects.
The Group operates in Greece, as well as in other neighbouring Balkan countries mainly Romania, Bulgaria, Serbia, Montenegro and the Company's shares are listed on the Athens Stock Exchange.
The Company is incorporated and domiciled in Greece. The address of its registered office is 37A Kifissias Ave., 15123, Maroussi with the Number in the General Electronic Commercial Registry: 3379701000 and its website address is www.lamdadev.com. The Company Consolidated Lamda Holdings S.A., which is domiciled in Luxembourg, is the main shareholder of the Company as at 30/09/2016 with interest held at 50.87% of the share capital and therefore the Group's financial statements are included in its consolidated financial statements.
The Group activities, and consequently its revenues are not expected to be substantially impacted by seasonal fluctuations.
These condensed consolidated and Company interim financial statements of LAMDA Development SA have been approved for issue by the Company's Board of Directors on November 24, 2016.
2. Basis of preparation and summary of significant accounting policies
2.1. Basis of preparation
These separate and consolidated financial statements have been prepared by Management in accordance with International Financial Reporting Standards (IFRS) and Interpretations by the International Financial Reporting Interpretations Committee (IFRIC), as they have been adopted by the European Union, and specifically in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting". These separate and consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2015 which are available on the website address www.lamdadev.com.
The accounting principles that have been used in the preparation and presentation of these interim financial statements are in accordance with those used for the preparation of the Company and Group annual financial statements as of December 31, 2015.
These Company and consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and Interpretations by the International Financial Reporting Interpretations Committee (IFRIC), as they have been adopted by the European Union, and present the financial position, results of operations and cash flows on a going concern basis which assumes that the Company has plans in place to avoid material disruptions to its operations and available financial resources to meet its operating requirements. In this respect Management has concluded that (a) the going concern basis of preparation of these financial statements is appropriate, and (b) all assets and liabilities are appropriately presented in accordance with the Company's accounting policies.
On that basis, the following specific matters may impact the operations of the Group in the foreseeable future:
Macroeconomic conditions in Greece
The imposition of capital controls has created an uncertain economic situation, which may affect the Group's business, financial condition and prospects. The Group's operations in Greece are significant and the current macroeconomic conditions may affect the Group as follows:
- Decrease in consumption may impact the amount of shop sales in the shopping centers.
- Possible failure of tenants to fulfil their obligations due to either a reduction in their operating activities or instability of the local banking system.
- Possible further decrease in the fair value of the Group's investment property.
Despite the aforementioned uncertainties, the Group's operations continue without any disruption; however Management is not able to accurately predict the likely developments in the Greek economy and its impact on the Group activities.
"The Mall Athens" - Lamda Olympia Village S.A.
As described in detail in note 16 "Contingent liabilities", in January 2104, the Hellenic Council of State approved the petition for annulment of Codified Law 3207/2003, according to the provisions of which the Olympic Press Village (or "Olympiako Chorio Typou") and the Commercial and Leisure Centre "The Mall Athens" were constructed. This decision by the Hellenic Council of State has no direct impact on the operations of "The Mall Athens" and it is anticipated that the operations will continue unhindered for the foreseeable future. Management has assessed the required actions that have been indicated by the Group's legal advisors as imposed following the decision in order to cope with this situation and therefore has undertaken already all necessary actions to this direction. The completion of the above mentioned procedure, which of course requires the effective contribution of the involved competent public services, will safeguard the full and unhindered operation of the Shopping Center.
Acquisition of 66% of ECE-LAMDA HELLAS SA
The Company, in January 2016, acquired 66% of the share capital of ECE-LAMDA HELLAS SA, the property management company of "The Mall Athens" and "Golden Hall". Given that the Company already held 34% of the share capital of the aforementioned company, the Company becomes the holder of 100% of its share capital, which is renamed to "Malls Management Services SA. As a result of the above transaction, the Company acquires full control of the property management of all malls, which is consistent with the Company's strategy of enhancing management services, as well as for cost saving purposes.
The factors above have been taken into account by Management when preparing the financial statements for the period ended September 30, 2016. In note 3 "Financial risk management" of the annual financial statements of 2015, there is information on the approach of the total risk management of the Group, as well as on the general financial risk that the Group faces on an ongoing basis. In this uncertain economic environment, management continually assesses the situation and its possible future impact to ensure that all necessary actions and measures are taken in order to minimize any impact on the Group's Greek operations.
These condensed consolidated and Company interim financial statements have been prepared under the historical cost convention, except for the investment property, the financial instruments held at fair value through profit or loss and the derivative financial instruments which are presented at fair value.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the group's accounting policies. In addition, the use of certain estimates and assumptions is required that affect the balances of the assets and liabilities, the disclosure of contingent assets and liabilities as at date of preparation of the financial statements and the amounts of income and expense during the reporting period. Although these estimates are based on the best knowledge of management in relation to the current conditions and actions, the actual results can eventually differ from these estimates. The areas
30 September 2016
involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4 of the annual financial statements of 2015.
2.2. Accounting principles
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
Standards and Interpretations effective for the current financial year
IAS 19R (Amendment) "Employee Benefits"
These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans and simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary.
IFRS 11 (Amendment) "Joint Arrangements"
This amendment requires an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a 'business'.
IAS 16 and IAS 38 (Amendments) "Clarification of Acceptable Methods of Depreciation and Amortisation
This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate and it also clarifies that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset.
IAS 27 (Amendment) "Separate financial statements"
This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and clarifies the definition of separate financial statements.
IAS 1 (Amendments) "Disclosure initiative"
These amendments clarify guidance in IAS 1 on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.
IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment entities: Applying the consolidation exception"
These amendments clarify the application of the consolidation exception for investment entities and their subsidiaries.
Annual Improvements to IFRSs 2012
The amendments set out below describe the key changes to certain IFRSs following the publication of the results of the IASB's 2010-12 cycle of the annual improvements project.
IFRS 2 "Share-based payment"
The amendment clarifies the definition of a 'vesting condition' and separately defines 'performance condition' and 'service condition'.
IFRS 3 "Business combinations"
The amendment clarifies that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or as equity, on the basis of the definitions in IAS 32 "Financial instruments: Presentation". It also clarifies that all non-equity contingent consideration, both financial and non-financial, is measured at fair value through profit or loss.
IFRS 8 "Operating segments"
The amendment requires disclosure of the judgements made by management in aggregating operating segments.
IFRS 13 "Fair value measurement"
The amendment clarifies that the standard does not remove the ability to measure short-term receivables and payables at invoice amounts in cases where the impact of not discounting is immaterial.
IAS 16 "Property, plant and equipment" and IAS 38 "Intangible assets"
Both standards are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model.
IAS 24 "Related party disclosures"
The standard is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity.
Annual Improvements to IFRSs 2014
The amendments set out below describe the key changes to four IFRSs.
IFRS 5 "Non-current assets held for sale and discontinued operations"
The amendment clarifies that, when an asset (or disposal group) is reclassified from 'held for sale' to 'held for distribution', or vice versa, this does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such.
IFRS 7 "Financial instruments: Disclosures"
The amendment adds specific guidance to help management determine whether the terms of an arrangement to service a financial asset which has been transferred constitute continuing involvement and clarifies that the additional disclosure required by the amendments to IFRS 7, 'Disclosure – Offsetting financial assets and financial liabilities' is not specifically required for all interim periods, unless required by IAS 34.
IAS 19 "Employee benefits"
The amendment clarifies that, when determining the discount rate for post-employment benefit obligations, it is the currency that the liabilities are denominated in that is important, and not the country where they arise.
IAS 34 "Interim financial reporting"
The amendment clarifies what is meant by the reference in the standard to 'information disclosed elsewhere in the interim financial report'.
Standards and Interpretations effective for subsequent periods
IFRS 9 "Financial Instruments" and subsequent amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2018)
IFRS 9 replaces the guidance in IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model used today. IFRS 9 establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39. The Group is currently investigating the impact of IFRS 9 on its financial statements. The Group cannot currently early adopt IFRS 9 as it has not yet been endorsed by the EU.
IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods beginning on or after 1 January 2018)
IFRS 15 has been issued in May 2014. The objective of the standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. It contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The Group is currently investigating the impact of IFRS 15 on its financial statements. The standard has not yet been endorsed by the EU.
IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019)
IFRS 16 has been issued in January 2016 and supersedes IAS 17. The objective of the standard is to ensure the lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The Group is currently investigating the impact of IFRS 16 on its financial statements. The standard has not yet been endorsed by the EU.
IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses" (effective for annual periods beginning on or after 1 January 2017)
These amendments clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. The amendments have not yet been endorsed by the EU.
IAS 7 (Amendments) "Disclosure initiative" (effective for annual periods beginning on or after 1 January 2017)
These amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments have not yet been endorsed by the EU.
IFRS 2 (Amendments) "Classification and measurement of Shared-based Payment transactions" (effective for annual periods beginning on or after 1 January 2018)
The amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications that change an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equitysettled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority. The amendments have not yet been endorsed by the EU.
30 September 2016
There are no other new standards or amendments to standards, which are mandatory for periods beginning during the current period and subsequent periods that may have significant impact on the Group's financial statements.
3. Fair value estimation
The fair value hierarchy has the following three levels:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly since the date of these transactions have occured.
Level 3: Inputs for the asset or liability that are not based on observable market data using valuation methods and assumptions which does not basically reflect current market assessments (that is, unobservable inputs).
The financial instruments that are measured at fair value are the investment property (note 5), the financial instruments held at fair value through profit or loss (note 9) and the derivative financial instruments (note 13).
4. Segment information
The Group is operating into the business segment of real estate in Greece and in other neighbouring Balkan countries.
Management monitors the operating results of each segment separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on revenue and EBITDA (Earnings before interest, tax, depreciation and amortization). It is noted that the Group applies the same accounting policies as those in the financial statements in order to measure the performance of the operating segment. Group financing, including finance costs and finance income, as well as income taxes are monitored on a group basis and are included within the administration segment without being allocated to the profit generating segments.
The segment results for the nine month period ended 30 September 2016 were as follows:
| Real estate | ||||
|---|---|---|---|---|
| all amounts in € thousands | Greece | Balkans | Total | |
| Shopping centers |
Other investment property |
Other investment property |
||
| Revenue from third parties | 30.178 | 3.795 | 7 | 33.980 |
| Net profits/(losses) from fair value adjustment on investment property and inventories |
2.550 | (1.648) | (240) | 662 |
| EBITDA | 24.259 | 221 | (776) | 23.704 |
The segment results for the nine month period ended 30 September 2015 were as follows:
| Real estate | ||||
|---|---|---|---|---|
| all amounts in € thousands | Greece | Balkans | Total | |
| Shopping centers |
Other investment property |
Other investment property |
||
| Revenue from third parties | 30.245 | 2.286 | 7 | 32.538 |
| Net losses from fair value adjustment on investment property and inventories |
(5.070) | (4.638) | (3.724) | (13.432) |
| EBITDA | 16.751 | (4.678) | (4.396) | 7.676 |
The segment information for the three month period ended September 30, 2016 was as follows:
| Real estate | ||||
|---|---|---|---|---|
| all amounts in € thousands | Greece | Balkans | Total | |
| Shopping centers |
Other investment property |
Other investment property |
||
| Revenue from third parties | 9.921 | 1.097 | 2 | 11.020 |
| Net losses from fair value adjustment on investment property and inventories |
- | - | - | - |
| EBITDA | 7.177 | 465 | (185) | 7.457 |
The segment information for the three month period ended September 30, 2015 was as follows:
| Real estate | ||||
|---|---|---|---|---|
| all amounts in € thousands | Greece | Balkans | Total | |
| Shopping centers |
Other investment property |
Other investment property |
||
| 01.07.2015 to 30.09.2015 | ||||
| Revenue from third parties | 10.021 | 741 | 2 | 10.764 |
| Net losses from fair value adjustment on investment property and inventories |
- | - | - | - |
| EBITDA | 7.630 | (355) | (219) | 7.055 |
Inter-segment transfers and transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.
| Real estate | ||||
|---|---|---|---|---|
| Greece | Balkans | Total | ||
| 30 September 2016 | Shopping centers |
Other investment property |
Other investment property |
|
| Assets per segment | 359.618 | 260.888 | 92.211 | 712.716 |
| Expenditure of non-current assets | 135 | (15) | - | 120 |
| Liabilities per segment | 182.180 | 171.375 | 846 | 354.401 |
| Real estate | ||||
| Greece Balkans |
||||
|---|---|---|---|---|
| 31 December 2015 | Shopping centers |
Other investment property |
Other investment property |
|
| Assets per segment | 359.215 | 278.247 | 93.942 | 731.404 |
| Expenditure of non-current assets | 319 | 883 | 48 | 1.251 |
| Liabilities per segment | 190.389 | 178.942 | 1.468 | 370.798 |
The reconciliation of the segments' EBITDA to total profit after tax for the Group is as follows:
| all amounts in € thousands | ||
|---|---|---|
| Adjusted EBITDA for reportable segments | 30.09.2016 | 30.09.2015 |
| EBITDA | 23.704 | 7.676 |
| Corporate overheads | (6.165) | (6.254) |
| Depreciation | (626) | (703) |
| Profits/(losses) from sale/valuation of participations and other | ||
| financial investments | (205) | (183) |
| Share of profit / (loss) from joint ventures and associates | 1.698 | (6.733) |
| Finance income | 161 | 604 |
| Finance costs | (12.019) | (10.828) |
| Profit/(loss) before income tax | 6.548 | (16.421) |
| Income tax expense | (6.468) | (2.731) |
| Profit/(loss) for the period | 8 0 | (19.152) |
5. Investment property
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Balance at 1 January | 379.362 | 379.862 | 1.840 | 1.840 |
| Subsequent expenditure on investment | ||||
| property | 120 | 44 | - | - |
| Transfer from inventories | - | 208 | - | - |
| Net profit/(loss) from fair value adjustment | ||||
| on investment property | 1.202 | (752) | - | - |
| Balance at the end of the period | 380.684 | 379.362 | 1.840 | 1.840 |
Securities on all investment property of the Group amount to €12m.
The investment property includes property operating lease that amounts to €147.5m.
The fair value for all investment property was determined on the basis of its highest and best use by the Group taking into account each property's use which is physically possible, legally permissible and financially feasible. This estimate is based on the physical characteristics, the permitted use and the opportunity cost for each investment of the Group.
Investment property is valued each semester by independent qualified valuers using the Discounted Cash Flows (DCF) method. The cash flows are based on reliable estimates of future cash flows, supported by the terms of any existing lease and other contracts and (where possible) external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect each tenant's sector (food and restaurants, electronic appliances, apparel etc.) as well as the current market assessments of the uncertainty in the amount and timing of the cash flows. In some cases, where necessary, the valuation is based on the Comparative Method. The aforementioned valuation methods come under hierarchy level 3 as described in note 3.
More precisely, taking into consideration the investment property of "The Mall Athens" of the joint venture Lamda Olympia Village SA, which is disclosed in the financial statements using the equity method as described in note 7), 91% of total fair value of the Group's investment property relates to Shopping Centres and 4% to Office Buildings. For both type of property, the valuation was determined using the DCF approach with the following significant assumptions:
- With regards to the Shopping Centres, The Mall Athens has a freehold status, Mediterranean Cosmos is held under a lease that expires in Q4 2035 and Golden Hall has a 88 year exploitation period. As far as the office buildings are concerned, they are owned by the Group.
- In short, the yields according to the latest valuations at June 30, 2016 are as follows:
| Yield | |
|---|---|
| Malls | |
| The Mall Athens | 7,3% |
| Med.Cosmos | 10,4% |
| Golden Hall | 8,9% |
| Office buildings | |
| Cecil, Kefalari | 9,0% |
| Kronos Building, Maroussi | 8,7% |
In relation to the annual consideration that every tenant of the Malls pays (Base Consideration – fixed consideration that is set in the contract), it is adjusted annually according to the CPI plus a slight indexation which is differentiated between the tenants. The average CPI that has been used over the period is 1.75%.
The most significant valuation assumptions of the investment property are the assumption regarding the future EBITDA (including the estimations related to the future monthly lease) of each investment property as well as the estimated yields that are applied for the investment property's valuation. As a result, the table below presents two basic scenarios in relation to the impact on the valuations of the following investment properties of an increase in the yields by 25 basis points (+ 0,25%) or a decrease in EBITDA by €1m per Shopping Mall.
| Interest held in the Group | Yield | EBITDA/NOI |
|---|---|---|
| all amounts in € millions | +0,25% | €-1m |
| The Mall Athens | -6,4 | -6,8 |
| Med.Cosmos | -3,5 | -9,6 |
| Golden Hall | -5,6 | -11,1 |
| Malls | -15,5 | -27,6 |
| Cecil, Kefalari | -0,4 | |
| Kronos Building, Maroussi | -0,2 | |
| Office buildings | -0,6 | |
| Total | -16,1 | -27,6 |
The above mentioned valuations of the investment property as at June 30, 2016 have taken into account the uncertainty of the current economic conditions in Greece (as described in note 2.1). It has to be noted that this situation is unprecedented and therefore the consequences cannot be accurately assessed at this point. In this context, we note that despite the existence of an increased level of valuation uncertainty, the values reported provide the best estimate for the Group's investment property. Management will observe the trends that will be formed in the investment property market in the next few months since the complete impact of the consequences of the economic situation in Greece may affect the value of the Group's investment property in the future.
6. Property, plant and equipment
| all amounts in € thousands | Lease hold land and buildings |
Vehicles and machinery |
Furniture, fittings and equipment |
Software | Assets under construction |
Total |
|---|---|---|---|---|---|---|
| GROUP - Cost | ||||||
| 1 January 2015 | 654 | 5.223 | 4.340 | 2.504 | 643 | 13.363 |
| Additions | 38 | 55 | 151 | 123 | 706 | 1.073 |
| Disposals / Write-offs | (81) | (4) | (54) | - | - | (139) |
| 30 September 2015 | 611 | 5.273 | 4.437 | 2.627 | 1.349 | 14.297 |
| 1 January 2016 | 640 | 5.270 | 4.169 | 2.677 | 1.343 | 14.098 |
| Additions | - | 18 | 104 | 33 | 170 | 326 |
| Disposals / Write-offs | - | - | (27) | - | - | (27) |
| Recognition of ppe due to change in participations'share |
65 | - | 67 | 9 | - | 141 |
| 30 September 2016 | 705 | 5.288 | 4.312 | 2.720 | 1.513 | 14.538 |
| Accumulated depreciation | ||||||
|---|---|---|---|---|---|---|
| 1 January 2015 | (296) | (3.298) | (3.479) | (2.472) | - | (9.545) |
| Depreciation charge | (74) | (257) | (341) | (36) | - | (707) |
| Disposals / Write-offs | 81 | 2 | 21 | - | - | 104 |
| 30 September 2015 | (289) | (3.553) | (3.799) | (2.508) | - | (10.148) |
| 1 January 2016 | (298) | (3.634) | (3.624) | (2.532) | - | (10.088) |
| Depreciation charge | (31) | (245) | (311) | (40) | - | (626) |
| Disposals / Write-offs | - | - | 27 | - | - | 27 |
| Recognition of ppe due to change in participations'share |
(35) | - | (59) | (8) | - | (102) |
| 30 September 2016 | (364) | (3.878) | (3.968) | (2.580) | - | (10.790) |
| Closing net book amount at 30 September 2015 |
322 | 1.721 | 638 | 119 | 1.349 | 4.150 |
| Closing net book amount at 30 September 2016 |
341 | 1.410 | 344 | 140 | 1.513 | 3.749 |
| Furniture, | |||||
|---|---|---|---|---|---|
| all amounts in € thousands | Lease hold land | Vehicles and | fittings and | ||
| and buildings | machinery | equipment | Software | Total | |
| COMPANY - Cost | |||||
| 1 January 2015 | 300 | 9 0 | 1.212 | 2.466 | 4.068 |
| Additions | 38 | 6 | 144 | 122 | 310 |
| Disposals / Write-offs | - | (4) | - | - | (4) |
| 30 September 2015 | 338 | 9 2 | 1.356 | 2.589 | 4.374 |
| 1 Ιανουαρίου 2016 | 367 | 8 8 | 1.076 | 2.639 | 4.171 |
| Additions | - | 5 | 69 | 32 | 107 |
| 30 September 2016 | 367 | 9 3 | 1.146 | 2.671 | 4.277 |
| Accumulated depreciation | |||||
| 1 January 2015 | (217) | (64) | (1.155) | (2.454) | (3.889) |
| Depreciation charge | (9) | (7) | (70) | (28) | (114) |
| Disposals / Write-offs | - | 2 | - | - | 2 |
| 30 September 2015 | (226) | (69) | (1.224) | (2.482) | (4.001) |
| 1 Ιανουαρίου 2016 | (229) | (68) | (971) | (2.504) | (3.771) |
| Depreciation charge | (9) | (6) | (72) | (32) | (118) |
| 30 September 2016 | (237) | (73) | (1.043) | (2.536) | (3.890) |
| Closing net book amount at 30 September 2015 |
113 | 2 2 | 132 | 107 | 373 |
| Closing net book amount at 30 September 2016 |
130 | 2 0 | 103 | 135 | 388 |
7. Investments in subsidiaries, joint ventures and associates
The Group's structure on September 30, 2016 is as follows:
| Country of Incorporation |
% interest held |
Country of Incorporation |
% interest held |
||||
|---|---|---|---|---|---|---|---|
| Company | Company | ||||||
| LAMDA Development SA - Parent | Greece | ||||||
| Subsidiaries | |||||||
| LAMDA Estate Development SA | Greece | 100,0% | LAMDA Development Sofia EOOD | Bulgaria | 100,0% | ||
| KRONOS PARKING SA | Greece | Indirect | 100,0% | TIHI EOOD | Bulgaria | Indirect | 100,0% |
| LAMDA Prime Properties SA | Greece | 100,0% | Hellinikon Global I SA | Luxembourg | 100,0% | ||
| PYLAIA SA | Greece | Indirect | 100,0% | LAMDA Development (Netherlands) BV | Netherlands | 100,0% | |
| LAMDA Erga Anaptyxis SA | Greece | 100,0% | Lamda Singidunum Netherlands BV | Netherlands | Indirect | 100,0% | |
| LAMDA Domi SA | Greece | 100,0% | Robies Services Ltd | Cyprus | 90,0% | ||
| LD Trading SA | Greece | 100,0% | Joint ventures | ||||
| LAMDA Leisure SA | Greece | 100,0% | LAMDA Olympia Village SA | Greece | 50,0% | ||
| GEAKAT SA | Greece | 100,0% | Lamda Dogus Marina Investments SA | Greece | 50,0% | ||
| MC Property Management SA | Greece | 100,0% | LAMDA Flisvos Marina SA | Greece | Indirect | 32,2% | |
| MALLS MANAGEMENT SERVICES SA | Greece | 100,0% | LAMDA Flisvos Holding SA | Greece | Indirect | 41,7% | |
| LD Trading Food Services single-member LTD | Greece | Indirect | 100,0% | LAMDA Akinhta SA | Greece | 50,0% | |
| LAMDA Development DOO Beograd | Serbia | 100,0% | LOV Luxembourg SARL | Luxembourg | Indirect | 50,0% | |
| Property Development DOO | Serbia | 100,0% | Singidunum-Buildings DOO | Serbia | Indirect | 55,2% | |
| Property Investments DOO | Serbia | 100,0% | GLS OOD | Bulgaria | Indirect | 50,0% | |
| LAMDA Development Montenegro DOO | Montenegro | 100,0% | Associates | ||||
| LAMDA Development Romania SRL | Romania | 100,0% | ATHENS METROPOLITAN EXPO SA | Greece | 11,7% | ||
| Robies Proprietati Imobiliare SRL | Romania | Indirect | 90,0% | METROPOLITAN EVENTS | Greece | Indirect | 11,7% |
| SC LAMDA Properties Development SRL | Romania | Indirect | 95,0% | SC LAMDA MED SRL | Romania | Indirect | 40,0% |
Notes on the above mentioned participations:
- The country of the establishment is the same with the country of operating.
- The interest held corresponds to equal voting rights.
- The investments in joint ventures correspond to the Group's strategic investments mainly due to the exploitation of investment property inside Greece and abroad.
- The investments in associates do not have significant impact to the Group's operations and results however they are consolidated with the equity method since the Group has control over their operations.
- The Group has contingencies in respect of bank guarantees as well as pledged shares deriving from its borrowings.
- The Company, in January 2016, acquired 66% of the share capital of ECE-LAMDA HELLAS SA. 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. During the current period, the Company received the amount of €2.580k as dividend from the company Malls Management Services SA, and therefore decreased the acquisition cost of the participation equally.
- The Group increased its participation in the joint-venture Singidunum Buildings DOO from 50% to 55.2%, however the control remains 50%-50% between the two shareholders according to the terms of the current shareholders agreement.
(a) Investments of the Company in subsidiaries
The Company's investment in subsidiaries is as follows:
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held | Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
| LAMDA ESTATE DEVELOPMENT SA | Greece | 100% | 52.047 | 23.974 | 28.072 | 47.647 | 23.974 | 23.672 |
| LAMDA PRIME PROPERTIES SA | Greece | 100% | 9.272 | - | 9.272 | 9.272 | - | 9.272 |
| LAMDA ERGA ANAPTYXIS SA | Greece | 100% | 8.170 | - | 8.170 | 6.370 | - | 6.370 |
| LAMDA DOMI SA | Greece | 100% | 77.075 | - | 77.075 | 77.075 | - | 77.075 |
| LD TRADING SA | Greece | 100% | 910 | 910 | - | 910 | 910 | - |
| PYLAIA SA | Greece | 60% | 4.035 | - | 4.035 | 4.035 | - | 4.035 |
| LAMDA LEISURE SA | Greece | 100% | 1.050 | - | 1.050 | 1.050 | - | 1.050 |
| GEAKAT SA | Greece | 100% | 14.723 | 10.030 | 4.693 | 14.723 | 10.030 | 4.693 |
| MC PROPERTY MANAGEMENT SA | Greece | 100% | 745 | - | 745 | 745 | - | 745 |
| MALLS MANAGEMENT SERVICES SA | Greece | 100% | 1.224 | - | 1.224 | - | - | - |
| LAMDA DEVELOPMENT SOFIA E.O.O.D. | Bulgaria | 100% | 363 | 323 | 40 | 363 | 323 | 40 |
| LAMDA DEVELOPMENT D.O.O. (BEOGRAD) | Serbia | 100% | 942 | 942 | - | 942 | 942 | - |
| PROPERTY DEVELOPMENT D.O.O. | Serbia | 100% | 11.205 | 10.955 | 250 | 10.955 | 10.955 | - |
| PROPERTY INVESTMENTS LTD | Serbia | 100% | 1 | - | 1 | 1 | - | 1 |
| LAMDA DEVELOPMENT ROMANIA SRL | Romania | 100% | 741 | 741 | - | 741 | 741 | - |
| ROBIES SERVICES LTD | Cyprus | 90% | 1.724 | 1.600 | 124 | 1.724 | 1.600 | 124 |
| LAMDA DEVELOPMENT (NETHERLANDS) BV | Netherlands | 100% | 75.178 | 10.000 | 65.178 | 75.178 | 10.000 | 65.178 |
| LAMDA DEVELOPMENT MONTENEGRO D.O.O. | Montenegro | 100% | 670 | 670 | - | 670 | 670 | - |
| HELLINIKON GLOBAL I SA | Luxembourg | 100% | 36 | - | 36 | 36 | - | 36 |
| Investment in subsidiaries | 260.109 | 60.145 | 199.964 | 252.435 | 60.145 | 192.290 |
The movement in investment in subsidiaries is as follows:
| COMPANY | ||||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | ||
| Balance at 1 January | 192.290 | 199.840 | ||
| Additions | 3.804 | - | ||
| Increase in share capital | 6.450 | 88.674 | ||
| Decrease in share capital | - | (80.000) | ||
| Provision for impairment | - | (16.224) | ||
| Dividends effect | (2.580) | - | ||
| Balance at end of period | 199.964 | 192.290 |
The above movements were the result of the following significant events occurred during the period ended September 30, 2016:
Share capital increase
During the current period, the subsidiaries LAMDA Estate Development SA, LAMDA Erga Anaptyxis SA and Property Development DOO increased their share capital by €4.4m, €1.8m and €0.25m respectively.
Acquisition of interest held in participation
The Company, in January 2016, acquired 66% of the share capital of the associated company ECE-LAMDA HELLAS SA paying €3.6m. 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. During the second quarter of 2016, the aforementioned company distributed a dividend in the amount of €2.580k.
(b) Investments of the Company and the Group in joint ventures
The Company's investment in joint ventures is as follows:
| COMPANY | 30.09.2016 | 31.12.2015 | ||
|---|---|---|---|---|
| Name | Country of incorporation |
% interest held | Carrying amount |
Carrying amount |
| LAMDA OLYMPIA VILLAGE SA | Greece | 50,00% | 28.681 | 28.681 |
| LAMDA AKINHTA SA | Greece | 50,00% | 3.181 | 3.181 |
| LAMDA DOGUS MARINA INVESTMENTS SA | Greece | 50,00% | 4.022 | 4.022 |
| Investment in joint-ventures | 35.884 | 35.884 |
The Group's investment in joint ventures is as follows:
| GROUP | 30.09.2016 | 31.12.2015 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held | Cost | Share in profit / (loss) |
Carrying amount |
Cost | Share in profit / (loss) |
Carrying amount |
| LAMDA OLYMPIA VILLAGE SA | Greece | 50,00% | 28.681 | 59.691 | 88.372 | 28.681 | 56.950 | 85.631 |
| LAMDA AKINHTA SA | Greece | 50,00% | 4.454 | (1.549) | 2.905 | 4.454 | (1.270) | 3.185 |
| LAMDA DOGUS MARINA INVESTMENTS SA | Greece | 50,00% | 4.022 | (2.694) | 1.328 | 4.022 | (2.583) | 1.439 |
| SINGIDUNUM-BUILDINGS DOO | Serbia | 55,19% | 26.456 | (15.170) | 11.286 | 24.138 | (14.403) | 9.735 |
| GLS OOD | Bulgaria | 50,00% | 3.631 | (2.447) | 1.184 | 3.631 | (2.410) | 1.221 |
| TOTAL | 67.244 | 37.831 | 105.075 | 64.925 | 36.284 | 101.210 |
The movement of the Company and the Group in investment in joint ventures is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Balance at 1 January | 101.210 | 106.803 | 35.884 | 35.609 |
| Increase in share capital | 2.319 | 3.239 | - | 945 |
| Share in profit/(loss) | 1.546 | (8.838) | - | - |
| Provision for impairment | - | - | - | (670) |
| Liquidation of participations | - | 6 | - | - |
| Balance at end of period | 105.075 | 101.210 | 35.884 | 35.884 |
Notes on the above mentioned joint ventures:
The Company starting from 1/1/2014 applies IFRS 11 according to which the Group will account for joint ventures on an equity basis because it provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form
The Group's most significant joint-ventures is LAMDA Olympia Village SA and Singidunum Buildings DOO as follows:
LAMDA Olympia Village SA
| 30.09.2016 | 31.12.2015 | |
|---|---|---|
| all amounts in € thousands | ||
| Investment property | 384.000 | 387.050 |
| Other non-current assets | 37.353 | 37.348 |
| Trade and other receivables | 8.528 | 8.554 |
| Cash and cash equivalents | 21.607 | 17.257 |
| 451.487 | 450.209 | |
| Deferred income tax liabilities | 64.432 | 63.800 |
| Other non-current liabilities | 582 | 590 |
| Short-term borrowings | 200.000 | 204.000 |
| Trade and other payables | 9.729 | 10.557 |
| 274.743 | 278.947 | |
| Total equity | 176.744 | 171.262 |
| Total equity (Group's interest 50%) | 88.372 | 85.631 |
| 01.01.2016 to | 01.01.2015 έως | |
|---|---|---|
| all amounts in € thousands | 30.09.2016 | 30.09.2015 |
| Revenue | 23.633 | 23.708 |
| Net loss from fair value adjustment on investment property | (3.050) | (11.320) |
| Other operating income / (expenses) - net | (4.399) | (5.929) |
| Finance costs - net | (8.264) | (8.790) |
| Profit/(loss) before income tax | 7.921 | (2.331) |
| Income tax expense | (2.439) | (6.138) |
| Profit/(loss) for the period | 5.482 | (8.469) |
| Profit/(loss) for the year (Group's interest 50%) | 2.741 | (4.235) |
| all amounts in € thousands | 01.01.2016 to 30.09.2016 |
01.01.2015 έως 30.09.2015 |
|---|---|---|
| Cash flows from operating activities | 9.104 | 8.610 |
| Cash flows from investing activities | (84) | (179) |
| Cash flows from financing activities | (4.671) | (15.000) |
| Net increase/(decrease) in cash and cash equivalents | 4.349 | (6.569) |
In relation to "Lamda Olympia Village" joint venture, following a repayment of €2m in April 2016 (Group's interest in joint venture), it has been agreed with the bondholders an extension till 27/1/2017, so that a long term agreement can be finalized within 2016. As at the date of the approval of these financial statements, the remaining principal of the bond loan amounted to €100m (amounts are quoted at 50% based on current ownership percentage).
Bank borrowings are secured on the property "The Mall Athens" owned by the joint venture "LAMDA Olympia Village SA" for the value of €336m.
Also, regarding the joint-venture LAMDA Olympia Village SA there is a reference in note 16. Contingent liabilities and assets regarding the decision by the Council of State which accepted the petition for annulment according to the Law 3207/2003 in relation to the plot of land where the Commercial and Leisure Centre "The Mall Athens" was built. This note describes in full details the course of action for this case.
Singidunum Buildings DOO
| Statement of financial position | ||
|---|---|---|
| 30.09.2016 | 31.12.2015 | |
| all amounts in € thousands | ||
| Investment property | 73.295 | 73.267 |
| Trade and other receivables | 649 | 6 |
| Cash and cash equivalents | 243 | 442 |
| 74.187 | 73.715 | |
| Short-term borrowings | 52.520 | 52.555 |
| Trade and other payables | 1.218 | 1.691 |
| 53.738 | 54.246 | |
| Total equity | 20.449 | 19.469 |
| (Group's interest) | 55,19% | 50,00% |
Total equity 11.286 9.735
| Income statement | ||
|---|---|---|
| 01.01.2016 to | 01.01.2015 to | |
| all amounts in € thousands | 30.09.2016 | 30.09.2015 |
| Net loss from fair value adjustment on investment property | - | (2.363) |
| Other operating income / (expenses) - net | (174) | (94) |
| Finance costs - net | (1.217) | (1.953) |
| Loss before income tax | (1.392) | (4.410) |
| Income tax expense | ||
| Loss for the period | (1.392) | (4.410) |
| (Group's interest) | 55,19% | 50,00% |
| Loss for the period | (768) | (2.205) |
| Cash flow statement | ||
| all amounts in € thousands | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
| Cash flows from operating activities | (1.198) | (134) |
| Cash flows from investing activities | - | - |
| Cash flows from financing activities | 999 | 161 |
| Net increase/(decrease) in cash and cash equivalents | (199) | 2 7 |
The Group increased its participation in the joint-venture Singidunum Buildings DOO from 50% to 55.2%, however the control remains 50%-50% between the two shareholders according to the terms of the current shareholders agreement. As a result, the Group continues to consolidate the above mentioned company with the equity method.
(c) Investments of the Company and the Group in associates
The Group participates in the following other companies' equity:
| GROUP Name |
Country of incorporation |
% interest held | Cost | 30.09.2016 Share in profit / (loss) |
Carrying amount |
Cost | 31.12.2015 Share in profit / (loss) |
Carrying amount |
|---|---|---|---|---|---|---|---|---|
| MALLS MANAGEMENT SERVICES SA (former ECE | ||||||||
| LAMDA HELLAS SA) | Greece | 34,00% | - | - | - | 204 | 952 | 1.156 |
| LD Trading Food Services single-member LTD (Indirect) | Greece | 45,00% | 516 | (516) | - | 516 | (516) | - |
| ATHENS METROPOLITAN EXPO SA | Greece | 11,67% | 1.559 | - | 1.559 | 1.559 | - | 1.559 |
| LOV LUXEMBOURG SARL | Luxembourg | 25,00% | 75 | - | 7 5 | 75 | - | 7 5 |
| S.C. LAMDA MED SRL (Indirect) | Romania | 40,00% | 1.533 | 1.034 | 2.567 | 1.673 | 897 | 2.570 |
| TOTAL | 3.683 | 518 | 4.201 | 4.027 | 1.334 | 5.360 |
The movement of the Group and the Company in associates is as follows:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 | ||
| Balance at 1 January | 5.360 | 5.216 | 1.838 | 1.888 | ||
| Disposals | - | (191) | - | (50) | ||
| Share in profit/(loss) | 137 | 336 | - | - | ||
| Decrease in share capital | (140) | - | - | - | ||
| Change in interest held | (1.156) | - | (204) | - | ||
| Balance at end of period | 4.201 | 5.360 | 1.634 | 1.838 |
Notes on the above mentioned associates:
- Although the associates do not have a significant impact in the Group's operations and results, they are consolidated with equity method because the Group exercises control over their operations.
- The change in interest held is related to the acquisition of the remaining 66% of the company MALLS MANAGEMENT SERVICES SA (former ECE-LAMDA HELLAS SA). The participation in this company hereafter is presented in the subsidiaries.
8. Financial instruments by category
| GROUP - 30.09.2016 | GROUP - 30.09.2016 | ||||
|---|---|---|---|---|---|
| Financial assets | Loans and receivables |
Financial instruments held at fair value through profit or loss |
Financial liabilities | Derivatives used for hedging |
Liabilities at amortized cost |
| all amounts in € thousands | all amounts in € thousands | ||||
| Trade and other receivables | 2.442 | - | Borrowings | - | 273.492 |
| Restricted cash | 12.588 | - | Derivative financial instruments | 823 | - |
| Loans to related parties | 1.057 | - | Trade and other payables | - | 3.173 |
| Interest reveivable | 115 | - | Liabilities to related parties | - | 145 |
| Cash and cash equivalents | 96.470 | - | Loans from related parties | - | 17.766 |
| Other financial receivables | 424 | 13.469 | Interest payable | - | 738 |
| Receivables from related parties | 707 | - | Other financial payables | - | 11.683 |
| Total | 113.803 | 13.469 | Total | 823 | 306.996 |
| COMPANY - 30.09.2016 | Loans and | Financial instruments held at | COMPANY - 30.09.2016 | Liabilities at |
|---|---|---|---|---|
| Financial assets | receivables | fair value through profit or loss |
Financial liabilities | amortized cost |
| all amounts in € thousands | all amounts in € thousands | |||
| Trade and other receivables | 162 | - | Borrowings | 132.369 |
| Restricted cash | 12.588 | - | Trade and other payables | 81 |
| Receivables from related parties | 136 | - | Liabilities to related parties | 108 |
| Loans to related parties | 92.085 | - | Loans from related parties | 21.789 |
| Cash and cash equivalents | 69.989 | - | Interest payable | 627 |
| Other financial receivables | 424 | 13.469 | Other financial payables | 9.194 |
| Total | 175.384 | 13.469 | Total | 164.167 |
Condensed interim financial statements 30 September 2016
| GROUP - 31.12.2015 | GROUP - 31.12.2015 Financial instruments held at |
Derivatives used for | ||||
|---|---|---|---|---|---|---|
| Financial assets | Loans and receivables |
fair value through profit or loss |
Financial liabilities | hedging | Liabilities at amortized cost | |
| all amounts in € thousands | all amounts in € thousands | |||||
| Trade and other receivables | 3.391 | - | Borrowings | - | 285.257 | |
| Restricted cash | 12.588 | - | Finance lease liabilities | - | 4.348 | |
| Loans to related parties | 1.536 | - Derivative financial instruments | 903 | - | ||
| Interest reveivable | 236 | - | Trade and other payables | - | 4.325 | |
| Cash and cash equivalents | 107.173 | - Liabilities to related parties | - | 1.327 | ||
| Other financial receivables | 1.374 | 23.642 Loans from related parties | - | 17.228 | ||
| Interest payable | - | 769 | ||||
| Other financial payables | - | 12.606 | ||||
| Total | 126.298 | 23.642 Total | 903 | 325.860 |
| COMPANY - 31.12.2015 | Loans and | Financial instruments held at | COMPANY - 31.12.2015 | Liabilities at | |
|---|---|---|---|---|---|
| Financial assets | receivables | fair value through profit or loss |
Financial liabilities | amortized cost | |
| all amounts in € thousands | all amounts in € thousands | ||||
| Trade and other receivables | 195 | - Borrowings | 131.959 | ||
| Restricted cash | 12.588 | - Trade and other payables | 164 | ||
| Receivables from related parties | 95 | - Liabilities to related parties | 4 | ||
| Loans to related parties | 94.550 | - Loans from related parties | 21.224 | ||
| Interest reveivable | 65 | - Interest payable | 655 | ||
| Cash and cash equivalents | 76.388 | - Other financial payables | 9.379 | ||
| Other financial receivables | 1.374 | 23.642 | |||
| Total | 185.255 | 23.642 Total | 163.385 | ||
9. Financial instruments held at fair value through profit or loss
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Bonds - Euro | 6.480 | 15.651 | 6.480 | 15.651 |
| Money market funds | 6.989 | 7.991 | 6.989 | 7.991 |
| 13.469 | 23.642 | 13.469 | 23.642 |
Above financial instruments relate to the placement of the Company's cash in various financial counterparties with high ratings and are measured at fair value through income statement. During the nine month period ended 30 September 2016, the Company liquidated bonds in the amount of €10m. The Company has recognized a loss from the above mentioned liquidation of €94k.
The above mentioned financial instruments are categorized under hierarchy 1 as described in note 3.
10. Cash and cash equivalents
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Cash at bank | 95.597 | 106.516 | 69.904 | 76.275 |
| Cash in hand | 473 | 657 | 85 | 113 |
| Short-term bank deposits | 400 | - | - | - |
| Total | 96.470 | 107.173 | 69.989 | 76.388 |
The Company has proceeded with selected placement of its cash in prime investment grade money market funds and supranational bonds with various financial counterparties with high ratings. Subject amounts are readily available upon demand. €13.5m was placed in financial instruments as illustrated in
30 September 2016
note 9. The cash and cash equivalents at 30/9/2016 are mainly placed in bank institutions as well as in prime investment grade money market funds and supranational bonds, as described in note 9.
No significant credit losses are anticipated in view of the credit status of the banks that the Group keeps current accounts. The above comprise the cash and cash equivalents used for the purposes of the cash flow statement.
11. Share capital
| all amounts in € thousands | Number of shares (thousands) |
Ordinary shares |
Share premium |
Treasury shares |
Total |
|---|---|---|---|---|---|
| 1 January 2015 | 79.255 | 23.917 | 360.007 | (1.757) | 382.167 |
| Change in deferred tax rate | - | - | 102 | - | 102 |
| Purchase of treasury shares | (1.279) | - | - | (4.980) | (4.980) |
| 31 December 2015 | 77.976 | 23.917 | 360.110 | (6.737) | 377.289 |
| 1 January 2016 | 77.976 | 23.917 | 360.110 | (6.737) | 377.289 |
| Purchase of treasury shares | (620) | - | - | (2.426) | (2.426) |
| 30 September 2016 | 77.356 | 23.917 | 360.110 | (9.163) | 374.863 |
The share capital of the Company amounts to €23,916,532.50 divided by 79,721,775 shares of nominal value €0.30 each. All the Company's shares are listed on the Athens Stock Exchange.
The Company during the first semester of 2016 purchased gradually 620,413 treasury shares with total cost €2.426k, and average price (before expenses and other commissions) €3.90 per share, in accordance to the decision of the Annual Shareholders Meeting on 18/6/2013 and 16/6/2015 which approved the purchase of treasury shares up to 10% on the total amount of shares in issue, in accordance with article 16 of Codified Law 2190/1920. At 30/9/2016 the Company's treasury shares amount to 2.366.007 shares and represents 2.97% of the Company's issued share capital with average price (after expenses and other commissions) €3.87 per share.
12. Borrowings
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Non-current | ||||
| Bond borrowings | 253.459 | 269.186 | 126.354 | 129.293 |
| Finance lease liabilities | - | - | - | - |
| Total non-current | 253.459 | 269.186 | 126.354 | 129.293 |
| Current | ||||
| Bond borrowings | 20.032 | 16.071 | 6.015 | 2.666 |
| Finance lease liabilities | - | 4.348 | - | - |
| Total current | 20.032 | 20.419 | 6.015 | 2.666 |
| Total borrowings | 273.492 | 289.605 | 132.369 | 131.959 |
| 12 months ended 31 December 2015 (amounts in € thousands) | GROUP | COMPANY |
|---|---|---|
| Balance at 1 January 2015 | 338.476 | 164.700 |
| Bond borrowings | 133.950 | 133.950 |
| Borrowings transaction costs - new | (2.048) | (2.048) |
| Borrowings transaction costs - amortization | 354 | 57 |
| Borrowings repayments | (180.121) | (164.700) |
| Finance lease repayments | (1.006) | - |
| Balance at 31 December 2015 | 289.605 | 131.959 |
| 9 months ended 30 September 2016 (amounts in € thousands) | GROUP | COMPANY |
| Balance at 1 January 2016 | 289.605 | 131.959 |
| Borrowings transaction costs - amortization | 735 | 512 |
| Borrowings transaction costs | (102) | (102) |
| Borrowings repayments | (12.399) | - |
| Finance lease repayments | (4.348) | - |
| Balance at 30 September 2016 | 273.492 | 132.369 |
The movements in borrowings are as follows:
Borrowings are secured by mortgages on the Group's land and buildings (note 5), and in some cases by additional pledges of parent company's shares as well as and/or by assignment of subsidiaries' receivables (note 7) and insurance compensations. Regarding the Company's new syndicated bond loan for an amount up to €164.7m that was signed on 26/11/2015, the securities that have been agreed comprise of mortgages on Group assets as well as share pledges on specific Group participations.
Amortization of borrowings transaction costs of €2.1 are included in the total borrowings as at September 30, 2016, out of which €1.0m is applied to current borrowings whereas the rest €1.1m is applied to noncurrent borrowings.
Finance leases
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Finance lease liabilities- minimum lease payments | ||||
| Not later than 1 year | - | 4.348 | - | - |
| Later than 1 year but not later than 5 years | - | - | - | - |
| Total | - | 4.348 | - | - |
| Less: Future finance charges on finance leases | - | - | - | - |
| Present value of finance lease liabilities | - | 4.348 | - | - |
The present value of finance lease liabilities is analyzed as follows:
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
|---|---|---|---|---|
| Not later than 1 year | - | 4.348 | - | - |
| Between 1 and 5 years | - | - | - | - |
| Total | - | 4.348 | - | - |
The maturity of non-current borrowings is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Between 1 and 2 years | 86.995 | 20.467 | 9.364 | 6.015 |
| Between 2 and 5 years | 166.464 | 248.720 | 116.990 | 123.278 |
| Over 5 years | - | - | - | - |
| 253.459 | 269.186 | 126.354 | 129.293 |
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.,
30 September 2016
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 abovementioned premises, amounts to €4.3m, according to the relevant term of the financial lease. It should be noted that the exercise of the repurchase option following the expiration of the financial lease, does not affect the total value of the investment portfolio, since the fair value of subject property has already been included in the portfolio.
The fair value estimation of the total borrowings is based on inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The effective weighted average interest rates at 30/9/2016 are as follows:
| GROUP | COMPANY | |
|---|---|---|
| Current bond borrowings | 3,73% | 5,00% |
| Non-current bond borrowings | 4,37% | 5,00% |
At 30/09/2016, the average base effective interest rate of the Group is 0.09% and the average bank spread is 4.23%. Therefore, the Group total effective borrowing rate stands at 4.32%.
The Company's bond loans have the following financial covenants: at Company level (Issuer) the total borrowings (current and non-current) to total equity should not exceed 1.2 and at Group level the total borrowings to total equity should not exceed 2.5 and the ratio of total net debt to investment portfolio must be ≤ 75%.
At Group level, the Company's subsidiary LAMDA DOMI SA's syndicated loan of current balance €69.5m, granted by the following banking institutions: Eurobank Ergasias, Alpha Bank, National Bank of Greece and HSBC has the following covenants: Loan to value <60% and Debt Service Ratio >120%. Also, the bond loan of the Company's subsidiary PYLAIA SA granted by Hypothekenbank Frankfurt, of current balance €64.8m has the following covenants: Loan to value <80% and Debt Service Ratio >120%.
At September 30, 2016, all above mentioned ratios are satisfied at Group and Company level.
Regarding the subsidiaries, they proceeded to total payments of €12.4m within current reporting period, as described in their bond loan contracts.
13. Derivative financial instruments
| GROUP | COMPANY | |||||||
|---|---|---|---|---|---|---|---|---|
| 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 | |||||
| all amounts in € thousands | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities |
| Interest rate swaps - cash | ||||||||
| flow hedges | 823 - |
- | 903 | - | - | - | - | |
| Total | 823 - |
- | 903 | - | - | - | - | |
| Non-current | 823 - |
- | 903 | - | - | - | - | |
| Current | - - |
- | - | - | - | - | - | |
| Total | 823 - |
- | 903 | - | - | - | - |
The above mentioned derivative financial instruments refer to interest rate swaps.
The nominal value of interest rate swaps that are hedged as at 30/9/2016 was €41.9m, for the Company's subsidiary LAMDA DOMI SA, and their maturity date is June 2018. The interest rate swaps have been measured at fair value stated by the counterpart bank. As at 30/9/2016 the long-term borrowings floating rates are secured with interest risk derivatives (swaps) ranged according to 3-month Euribor plus 5.68%.
30 September 2016
The total fair value of the derivative financial instrument, which is described under hierarchy 2 in note 3, is presented in the statement of financial position as long-term liability since the remaining duration of the loan agreement which is hedged, exceeds 12 months.
The movement in fair value is related to the effective portion of the cash flow hedge and is recognised in special reserves in equity. The effectiveness test of the cash flow hedges is based on discounted cash flows according to the forward rates (3-month Euribor) and their volatility rating.
14. Cash generated from operations
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| all amounts in € thousands | Note | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
|
| Profit/(loss) for the period | 80 | (19.152) | (9.446) | (7.016) | ||
| Adjustments for: | ||||||
| Tax | 6.468 | 2.731 | 222 | (1.884) | ||
| Depreciation of property, plant and equipment | 6 | 626 | 703 | 118 | 114 | |
| Share of net profit of investments accounted for using the equity method |
7 | (1.698) | 6.733 | - | - | |
| Dividends income | - | - | (5.449) | (2.421) | ||
| Provision for impairment of receivables from subsidiaries |
- | - | 2.054 | - | ||
| Profits/(losses) from sale/valuation of participations and other financial investments |
205 | 183 | 135 | 42 | ||
| Loss from sale of property, plant and equipment | - | 35 | - | 2 | ||
| Interest income | (161) | (604) | (1.025) | (1.307) | ||
| Interest expense | 12.019 | 10.828 | 7.681 | 6.626 | ||
| Provision for inventory impairment | 540 | 3.246 | - | - | ||
| Net profits/(losses) from fair value adjustment on investment property |
5 | (1.202) | 10.186 | - | - | |
| Other non cash income / (expense) | (69) | - | - | - | ||
| 16.808 | 14.889 | (5.710) | (5.845) | |||
| Changes in working capital: | ||||||
| (Increase) decrease in inventories | 1.294 | (60) | - | - | ||
| (Increase) decrease in receivables | (854) | 3.985 | (269) | 1.783 | ||
| Increase (decrease) in payables | (1.634) | (6.949) | 97 | (892) | ||
| (1.195) | (3.024) | (172) | 891 | |||
| Cash flows from operating activities | 15.613 | 11.865 | (5.882) | (4.954) |
15. Commitments
Capital commitments
There is no capital expenditure that has been contracted for but not yet incurred at the balance sheet date.
Operating lease commitments
The Group leases tangible assets, land, buildings, vehicles and mechanical equipment under operating leases. Total future lease payments under operating leases are as follows:
30 September 2016
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| No later than 1 year | 3.349 | 3.290 | 931 | 903 |
| Later than 1 year and not later than 5 years | 13.962 | 13.721 | 3.109 | 3.711 |
| Later than 5 years | 61.023 | 63.689 | - | 3 |
| Total | 78.334 | 80.701 | 4.041 | 4.617 |
The Group has no contractual liability for investment property repair and maintenance services.
16. Contingent liabilities
The Group and the Company have contingencies in respect of bank guarantees, other guarantees and other matters arising in the ordinary course of business, for which no significant additional liabilities are expected to arise as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Liabilities (all amounts in € thousands) | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Letters of guarantee relating to obligations | 33.143 | 33.541 | 30.004 | 30.004 |
| Total | 33.143 | 33.541 | 30.004 | 30.004 |
| Assets (all amounts in € thousands) Letters of guarantee relating to receivables from tenants |
22.070 | 21.590 | - | - |
| Total | 22.070 | 21.590 | - | - |
In addition to the issues mentioned above there are also the following particular issues:
- Tax audit for the Company is being conducted by the tax authorities for the fiscal years 2009 and 2010. For further information regarding the Group's unaudited fiscal years refer to note 19. As a result, the Company's and Group's tax obligations have not been defined permanently.
- A property transfer tax of €10,1m approximately has been imposed on the societe anonyme LAMDA Olympia Village (former DIMEPA); said company falls within the definition of the Joint Venture, as such is set out in IFRS 11 and shall be referred to as the "Joint Venture". Out of the forty (40) recourses which have been filed respectively, eight (8), amounting to €5,1m, have been accepted by the Administrative Court of Appeals; while the corresponding to them appeals on points of law of the Hellenic Republic have been rejected. As for the remaining thirty-two (32) recourses, thirty-one (31) have been rejected by first degree courts and one (1), amounting to €100k, has been partially accepted. The Joint Venture has filed appeals against all these rejecting decisions, with one exception where an appeal could not be filed, due to the amount of the litigation; the Joint Venture has also appealed against the decision partially accepting recourse. Out of these thirty-one (31) appeals: eighteen (18) were initially rejected by the second degree court, but the Joint Venture filed appeals on points of law before the Council of State, sixteen (16) of which were accepted, whereas the rest two (2) were rejected due to the amount of the litigation. Hence, these sixteen (16) cases were brought before the Administrative Court of Appeals again and their hearing is scheduled, after postponements, for 05.12.2016. Another twelve (12) appeals have been also rejected; the Joint Venture has filed appeals on points of law for six (6) of them, where such an appeal is allowed taking into account the amount of the litigation. Finally, one (1) appeal has been accented and the deadline for the exercise of an appeal on points of law by the Hellenic Republic is pending. Consequently out of the forty (40) recourses eight (8), amounting totally to €5,1m, have been irrevocably accepted in favor of the Joint Venture, while another nine (9), amounting totally to €480k, have been irrevocably rejected in favor of the Hellenic Republic.
During the whole term of this litigation, the Joint Venture has been obliged to pay to the Hellenic Republic the amount of approximately €836k during 2005, €146k during 2006, €27k during 2007, €2.9m in 2012, €2.2m in 2013, €983k in 2014 and €235k in 2015 (which are registered in the property transfer tax). If the outcome of the case is negative, according to the share sale agreement between the Municipality of Amaroussion and the Company, the total obligation will be on the Municipality, as it relates to transfers of properties before the acquisition of the Joint Venture's shares.
Additionally, the Joint Venture had to pay for the transfer of specific real property in the past (on 2006), property transfer tax of approximately €13,7m, reserving its rights with regard to this tax and finally taking recourse to the administrative courts against the silent rejection of its reservations by the competent Tax Authority. In 2013 the said recourse was accepted and the re-calculation of the owed property tax was ordered, which led to the returning to the Joint Venture of an amount of approximately €9,5m. Further to opposite appeals on points of law filed by both parties, the Council of State rejected the Joint Venture's appeal and accepted the Hellenic Republic's appeal; consequently the case was again relegated to the Administrative Court of Appeals, which, with its decision number 1520/2016, that was served to the Joint Venture on 29.09.2016, postponed the issue of a final decision and obliged, within 90 days from its service to each party, on one hand the Tax Office of N. Ionia to carry out an audit in order to determine the market value of the property and to compile a report, and the Joint Venture on the other hand to adduce counter-evidence, if it holds comparable data from appraisals of similar property offers.
- Five (5) petitions for annulment have been filed and were pending before the Council of State related to the Joint Venture, regarding the plot of land where the Maroussi Media Village (or "Olympiako Chorio Typou") and the Commercial and Leisure Centre "The Mall Athens" were built. More specifically: the first of these petitions was heard on 3.5.2006 and the decision no 391/2008 of the Fifth Chamber of the Council of State was issued committing for the Plenary Session of the Council of State. Further to successive postponements the case was heard on 05.04.2013. By virtue of its decision No 376/2014, the Plenary Session accepted the said petition and the Court annulled the silent confirmation by the competent planning authority of the Ministry of Environment, Planning & Public Works (namely, DOKK) that the studies of the project submitted to such authority were compliant with article 6 paragraphs 1 and 2 of Law 3207/2003. The Council of State annulled the aforementioned act, because it identified irregularities of a procedural nature in the issuance of the licenses required for the project. In light of such nature of the identified irregularities, it is estimated that they may be rectified, and the Joint Venture has already initiated the procedure required further to the issuance of the said decision. The completion of the above mentioned procedure, which of course requires the effective contribution of the involved competent public services, will safeguard the full and unhindered operation of the Shopping Center.
- The second petition was heard on 02.04.2014, further to successive postponements, and the Fifth Section issued its Decision No. 4932/2014, whereby the Court cancelled the proceedings. The hearing for the remaining three petitions had been set for 06.12.2016 (again, further to successive postponements). The third and fourth petitions for annulment seek the annulment of a series of pre-approvals and operating licenses respectively, issued by the Municipality of Maroussi to a number of stores operating in the aforementioned Shopping Center, on the basis that the law on which said pre-approvals and licenses were issued is not compatible with the provisions of the Constitution. In light of the aforementioned decision of the Court's Plenary Session, the Company's legal advisors believe that the third and fourth petitions for annulment will be accepted. The fifth petition for annulment will probably be rejected on the grounds that the matter falls outside of the Court's jurisdiction (since the decision under annulment is the decision of the Board of Directors of OEK (Worker's Housing Organization or "Organismos Ergatikis Katoikias") which is not an enforceable administrative act).
- In addition to the above, the Joint Venture sold the office building "ILIDA BUSINESS CENTRE" to the company "EUROBANK Leasing S.A." on 26.06.2007. "EUROBANK Leasing S.A." entered into a financial lease agreement with "Blue Land S.A." regarding the said office building. The respective deed of transfer includes a provision specifying that, if either of the first two petitions is irrevocably accepted on the grounds that Law 3207/2003 is not compatible with the provisions of the Constitution, then the transaction shall be reversed by reinstatement of the property to its original status, in which case the buyer "EUROBANK Leasing" shall be entitled to the full buying price and the ownership of the office building shall return to the Joint Venture. Two opposing lawsuits have been filed; the first one was filed by the Company and the Joint Venture and is seeking to have identified that the conditions for the
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said provision have not been fulfilled and the second one was filed by "EUROBANK Leasing S.A." (and "BLUE LAND S.A." intervened as a third party in the proceedings to support the validity of EUROBANK's claims) and is seeking to have identified that the conditions have been met and that the purchase price be returned to "EUROBANK Leasing S.A.". The case was heard (further to postponement) on 11.10.2016, the next step being the issuance of the Court's ruling. The Company's legal counsel's assessment, which is also based on the opinions of Professors of the Athens University, is that the said provision of the deed of transfer is not applicable, as it regulates issues that may not be rectified, whereas the Council of State identified matters that could be remedied and, in fact, the Company has already initiated the procedure for such remedy.
Further, pursuant to the aforementioned deed of transfer, in the event of any other ruling of the Council of State regarding the said Law's non-compatibility to the Constitution, including the acceptance of the second, fourth or fifth petition, then the purchaser will be entitled to repudiate the contract and demand restoration of the aforementioned actual damages, following the lapse of a period of two years from the date of issuance of the decision on the annulment petitions, on condition that any defects or deficiencies resulting from said decision have not been remedied in the meantime.
- Contractor "MICHANIKI SA" undertook a significant part of the construction works for the "Mediterranean Cosmos" shopping centre in Pylaia, Thessaloniki. Both "PYLAIA SA", a subsidiary of the Company, and "MICHANIKI SA" have filed actions and counter-actions against each other, which were jointly heard on 1.4.2009. The Athens Multimember Court of 1st Instance issued decision 8172/2009 according to which the actions of "PYLAIA SA" were rejected whereas an expert was appointed in relation to the actions of "MICHANIKI SA". "PYLAIA SA" appealed against that decision and the hearing of the appeal took place, following postponements, on 28.02.2013 before the Athens Court of Appeal. The Athens Court of Appeal issued decision No. 3977/2013 which rejected the appeal of "PYLAIA S.A.". The Company submitted an appeal on points of law before the Supreme Court, which was heard on 11.05.2015. The Court accepted the appeal of "PYLAIA S.A." by means of its Decision No 208/2016, despite the negative opinion issued by the Judge Rapporteur, and sent the case back to the Court of Appeals for a new hearing. Moreover, on 28.12.2010 the "PYLEA SA" filed lawsuits No 13132, 13134 and 13129/2010 before the Athens Multi-Member 1st Instance Court against "MICHANIKI SA", the hearing of which took place on 13.02.2013, following a postponement on 14.11.2012. Such lawsuits are identical to the previously presented lawsuits, save that they have been filed jointly with the company "EUROHYPO S.A." to address the event where the Court rules that "PYLAIA SA" is not entitled to file these lawsuits in its name. For this reason, the hearing of such lawsuits was cancelled on 13.02.2013 and has now been reenacted so that those lawsuits were scheduled to be heard on 18.03.2015, when hearing was postponed for 25.01.2017.
Additionally, further to the submission before the Court of the expert's report, which is favorable to "PYLAIA SA", the hearing of the actions of "MICHANIKI SA" had been set for 27.05.2015 (after postponement of 13.03.2013), but it was cancelled. Moreover, "PYLAIA SA" filed an action against "MICHANIKI SA" on 24.12.2010 for additional compensation from the above causes, the hearing of which had been set, following postponements, on 25.02.2015, but it was cancelled. Finally, "MICHANIKI S.A." filed a new lawsuit seeking compensation for amounts that "PYLAIA S.A." had collected from Alpha Bank by forfeiture of "MICHANIKI S.A." bank bonds. The lawsuit was set to be heard on 28.05.2015, but was postponed for 12.10.2017. The amount of total claims of "PYLAIA SA" against "MICHANIKI SA" is €20m (which includes the amount of €2,5m for moral damages), while "MICHANIKI SA" with said actions claims the amount of €37m (including the amount of €10.5m in compensation for moral damages). In any case, the Company's legal advisors believe that the legitimate claims of "PYLAIA SA" against "MICHANIKI SA" significantly exceed the legitimate claims of the latter against "PYLAIA SA".
Additionally, there are various legal cases of the Group's companies, which are not expected to create material additional liabilities.
17. Related party transactions
The following transactions were carried out with related parties:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
| i) Sales of goods and services | ||||
| - subsidiaries | - | - | 633 | 640 |
| - joint ventures | 1.853 | 211 | 162 | 161 |
| - associates | - | 95 | 51 | 51 |
| 1.853 | 306 | 846 | 851 | |
| ii) Purchases of goods and services | ||||
| - subsidiaries | - | - | 692 | 683 |
| - joint ventures | 263 | 260 | - | - |
| - associates | - | 1.311 | - | - |
| 263 | 1.571 | 692 | 683 | |
| iii) Dividend income | ||||
| - subsidiaries | - | - | 8.029 | 2.421 |
| - | - | 8.029 | 2.421 |
During the current period, the Company received the amount of €2.580k as dividend from the company Malls Management Services SA, and therefore decreased the acquisition cost of the participation equally.
| iv) Benefits to management | ||||
|---|---|---|---|---|
| - salaries and other short-term employment benefits | 424 | 396 | 424 | 396 |
| 424 | 396 | 424 | 396 | |
| v) Period-end balances from sales-purchases of goods/servises | ||||
| GROUP | COMPANY | |||
| all amounts in € thousands | 30.09.2016 | 31.12.2015 | 30.09.2016 | 31.12.2015 |
| Receivables from related parties: | ||||
| - subsidiaries | - | - | 48 | 86 |
| - joint ventures | - | - | 67 | 10 |
| - associates | 707 | - | 21 | - |
| 707 | - | 136 | 9 5 | |
| Dividend receivables from related parties: | ||||
| - subsidiaries | - - |
- - |
- - |
- - |
| Payables to related parties: - subsidiaries |
108 | 4 | ||
| - | - | |||
| - associates | 145 145 |
1.327 1.327 |
- 108 |
- 4 |
| vi) Loans to associates: | ||||
| Balance at the beginning of the period | 1.536 | 5 4 | 94.550 | 93.355 |
| Loans granted during the period | 1.399 | 1.475 | - | - |
| Loan repayments/Transfer to share capital | (1.875) | - | - | - |
| Interest repayments/Transfer to share capital | (19) | - | - | - |
| Loan repayments | - | - | (1.307) | - |
| Loan impairment | - | - | (2.054) | - |
| Interest charged | 17 | 7 | 895 | 1.195 |
| Balance at the end of the period | 1.057 | 1.536 | 92.085 | 94.550 |
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At Company level, the loans to related parties refer to loans of initial capital €81.3m that the parent company has granted to its subsidiaries LAMDA Development Romania SRL, LAMDA Development Sofia EOOD, Robies Services Ltd, LAMDA Development Montenegro DOO and Property Development DOO. During the period, the Company's subsidiary LAMDA Development Beograd DOO repaid a loan of €1.166k to the parent company whereas the remaining part was fully impaired in the Company's receivables and the subsidiary LAMDA Development Romania SRL repaid a loan of €140k to the parent company.
| vii) Loans from associates: | ||||
|---|---|---|---|---|
| Balance at the beginning of the period | 17.228 | 16.512 | 21.224 | 20.491 |
| Borrowings transaction costs - amortization | - | - | 14 | 18 |
| Interest paid | - | - | (118) | (181) |
| Interest charged | 538 | 717 | 669 | 895 |
| Balance at the end of the period | 17.766 | 17.228 | 21.789 | 21.224 |
At Company level, the loans from associates refer to loans of initial capital €19m that the parent company has granted to its subsidiary LAMDA Prime Properties SA and the joint venture LOV Luxembourg SARL. At Group level, the loans from associates refer to loans of initial capital €15m that the parent company has granted to the joint venture LOV Luxembourg SARL.
Services from and to related parties, as well as sales and purchases of goods, take place based on the price lists in force with non-related parties.
18. Earnings per share
Basic
Basic earnings per share are calculated by dividing profit attributable to ordinary equity holders of the parent entity, by the weighted average number of ordinary shares outstanding during the period
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
01.01.2016 to 30.09.2016 |
01.01.2015 to 30.09.2015 |
| Profit/(loss) attributable to equity holders of the Company | 100 | (19.132) | (9.446) | (7.016) |
| Weighted average number of ordinary shares in issue | 77.547 | 78.773 | 77.547 | 78.773 |
| Basic profits/(losses) per share (in € per share) | 0,00 | (0,24) | (0,12) | (0,09) |
We note that the increase of share capital that emanates from the employee share option scheme takes place on 31 December of each year and consequently does not influence the weighted average number of shares.
Diluted
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands Profit/(loss) used to determine dilluted earnings/(losses) per share |
01.01.2016 to 30.09.2016 100 |
01.01.2015 to 30.09.2015 (19.132) |
01.01.2016 to 30.09.2016 (9.446) |
01.01.2015 to 30.09.2015 (7.016) |
| Weighted average number of ordinary shares in issue | 77.547 | 78.773 | 77.547 | 78.773 |
| Adjustment for share options: Employees share option scheme Weighted average number of ordinary shares for dilluted |
- | 56 | - | 56 |
| earnings per share | 77.547 | 78.828 | 77.547 | 78.828 |
| Diluted earnings/(losses) per share (in € per share) | 0,00 | (0,24) | (0,12) | (0,09) |
Diluted earnings / (losses) per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has only one category of dilutive potential ordinary shares i.e. share options. For these share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the
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subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference that arises is added to the denominator as issuance of common shares with no exchange value. Finally, no adjustment is made in the earnings (nominator).
19. Income tax expense
According to tax law, the corporate income tax rate of legal entities in Greece is set at 29% and intragroup dividends are exempt from both income tax, as well as withholding tax provided that the parent entity holds a minimum participation of 10% for two consecutive years.
In addition, the tax rate for the subsidiaries registered in foreign countries differs from country to country as follows: Greece 29%, Romania 16%, Serbia 10%, Bulgaria 10%, Montenegro 9% and Netherlands 25.5%.
Under Greek tax regulations, an income tax advance calculation on each year's current income tax liability is paid to the tax authorities. Net operating losses which are tax deductible, can be carried forward against taxable profits for a period of five years from the year they are generated.
The unaudited tax years for the Company and the Group's companies are as follows:
Unaudited tax years
| Fiscal years unaudited by the tax authorities |
Fiscal years unaudited by the tax authorities |
||
|---|---|---|---|
| Company | Company | ||
| LAMDA Development SA | 2009-2010, 2015 | ||
| LAMDA Olympia Village SA | 2015 | LD Trading Food Services single-member LTD | 2012-2015 |
| PYLAIA SA | 2010, 2015 | METROPOLITAN EVENTS | 2012-2015 |
| LAMDA Domi SA | 2010, 2015 | LAMDA Development DOO Beograd | 2003-2015 |
| LAMDA Flisvos Marina SA | 2010, 2015 | Property Development DOO | 2010-2015 |
| LAMDA Prime Properties SA | 2010, 2015 | Property Investments DOO | 2008-2015 |
| LAMDA Estate Development SA | 2010, 2015 | LAMDA Development Romania SRL | 2010-2015 |
| LD Trading SA | 2010, 2015 | LAMDA Development Sofia EOOD | 2006-2015 |
| KRONOS PARKING SA | 2010, 2014, 2015 | SC LAMDA MED SRL | 2005-2015 |
| LAMDA Erga Anaptyxis SA | 2010, 2014, 2015 | LAMDA Development Montenegro DOO | 2007-2015 |
| LAMDA Flisvos Holding SA | 2010, 2014, 2015 | LAMDA Development (Netherlands) BV | 2008-2015 |
| LAMDA Leisure SA | 2010, 2014, 2015 | Robies Services Ltd | 2007-2015 |
| GEAKAT SA | 2010, 2014, 2015 | Robies Proprietati Imobiliare SRL | 2007-2015 |
| MALLS MANAGEMENT SERVICES SA | 2010, 2015 | SC LAMDA Properties Development SRL | 2007-2015 |
| MC Property Management SA | 2010, 2015 | Singidunum-Buildings DOO | 2007-2015 |
| LAMDA Akinhta SA | 2010, 2014, 2015 | GLS OOD | 2006-2015 |
| LAMDA Dogus Marina Investments SA | 2015 | LOV Luxembourg SARL | 2013-2015 |
| ATHENS METROPOLITAN EXPO SA | 2010, 2015 | TIHI EOOD | 2008-2015 |
From the 2011 financial year and onwards, all Greek Societe Anonyme and Limited Liability Companies that are required to prepare audited statutory financial statements must in addition obtain an "Annual Tax Certificate" as provided for by Article 82 of L.2238/1994 (the article 65a of L.4174/2013 is applied to the fiscal years starting from 1 January 2014), which is issued by the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements. For the fiscal year 2015 tax audit is carried out by PriceWaterhouseCoopers SA., and the relevant tax certificate according to article 65a of law 4174/2013 as it's already applying, and after the authorization of the public decision of general secretariat for public revenue of the Ministry of Economics POL 1124/2015 (FEK 1196/22.06.2015), is expected to be issued after the publication of the financial statements for the fiscal year 2015.
In relation to the deferred tax assets for tax losses, the Management estimates the anticipated future profitability of the Company, as well as its subsidiaries and at the level that the future results will not be sufficient to cover the tax losses, no deferred tax asset has been recognized. The Company has not recognized deferred tax asset for cumulative tax losses of €29m (31/12/2015: €33m). The Group has not recognized deferred tax asset for cumulative tax losses of €66m (31/12/2015: €68m).
30 September 2016
Currently, the Company is under tax audit from the Greek Tax Authorities for the years 2009 and 2010. The Group provides, when considered appropriate, and on a company by company basis for possible additional taxes that may be imposed by the tax authorities. The total amount of the cumulative provision made for the Group's and Company's unaudited, by the tax authorities, years amount to €1,1m and €0,7m respectively.
20. Number of employees
Number of employees at the end of the period: Group 209, Company 67 (nine month period ended 30 September 2015: Group 141, Company 66) from which there are no seasonal (nine month period ended 30 September 2015: Group 0, Company 0).
21. Events after the balance sheet date
There are no other events after the balance sheet date considered to be material to the financial position of the Company.