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Lamda Development S.A. — Interim / Quarterly Report 2018
May 30, 2018
2660_10-q_2018-05-30_52a5049e-7f60-447a-ae67-9d7685cb9e36.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 – 31 March 2018
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.
| Statement of financial position | 2 | |
|---|---|---|
| Income Statement | 3 | |
| Total Comprehensive Income Statement | 4 | |
| Statement of changes in equity (Consolidated) | 5 | |
| Statement of changes in equity (Company) | 6 | |
| Cash Flow Statement | 7 | |
| Notes to the condensed separate and consolidated interim financial statements |
8 | |
| 1. | General information | 8 |
| 2. | Basis of preparation and summary of significant accounting policies | 8 |
| 3. | Fair value estimation | 12 |
| 4. | Segment information | 12 |
| 5. | Investment property | 13 |
| 6. | Property, plant and equipment | 15 |
| 7. | Investments in subsidiaries, joint ventures and associates | 16 |
| 8. | Financial instruments by category | 20 |
| 9. | Financial instruments held at fair value through profit or loss | 21 |
| 10. Cash and cash equivalents | 21 | |
| 11. Share capital | 21 | |
| 12. Borrowings | 21 | |
| 13. Derivative financial instruments | 23 | |
| 14. Cash generated from operations | 24 | |
| 15. Commitments | 24 | |
| 16. Contingent liabilities | 25 | |
| 17. Related party transactions | 28 | |
| 18. Earnings per share | 29 | |
| 19. Income tax expense | 30 | |
| 20. Number of employees | 31 | |
| 21. Events after the balance sheet date | 31 |
Statement of financial position
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
| Note | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 | |||
| all amounts in € thousands ASSETS |
|||||||
| Non-current assets | |||||||
| Investment property | 5 | 761.915 | 768.415 | 1.840 | 1.840 | ||
| Property, plant and equipment | 6 | 4.386 | 4.475 | 624 | 647 | ||
| Investments in subsidiaries | 7 | - | - | 279.156 | 285.018 | ||
| Investments in joint ventures and associates | 7 | 27.399 | 26.542 | 8.261 | 8.261 | ||
| Deferred tax assets | 12.153 | 11.436 | 9.106 | 8.348 | |||
| Derivative financial instruments | 13 | 36 | 45 | - | - | ||
| Receivables | 3.022 | 4.070 | 19.145 | 18.576 | |||
| 808.911 | 814.983 | 318.134 | 322.692 | ||||
| Current assets | |||||||
| Inventories | 10.226 | 10.226 | - | - | |||
| Trade and other receivables | 31.398 | 33.984 | 27.622 | 27.130 | |||
| Current tax assets | 3.143 | 3.120 | 2.979 | 2.972 | |||
| Financial instruments held at fair value through | |||||||
| profit or loss | 9 | 26.499 | 28.155 | 25.901 | 27.557 | ||
| Cash and cash equivalents | 10 | 95.656 | 86.244 | 31.311 | 29.894 | ||
| 166.921 | 161.729 | 87.813 | 87.554 | ||||
| Total assets | 975.832 | 976.712 | 405.947 | 410.245 | |||
| EQUITY AND LIABILITIES | |||||||
| Equity | |||||||
| Share capital and share premium | 11 | 376.800 | 376.800 | 376.800 | 376.800 | ||
| Other reserves | 6.498 | 6.419 | 3.007 | 3.007 | |||
| Retained earnings/(Accumulated losses) | (68.239) | (70.377) | (151.815) | (148.218) | |||
| 315.060 | 312.841 | 227.992 | 231.589 | ||||
| Non-controlling interest | 65.957 | 64.536 | - | - | |||
| Total equity | 381.017 | 377.377 | 227.992 | 231.589 | |||
| LIABILITIES | |||||||
| Non-current liabilities | |||||||
| Borrowings | 12 | 234.433 | 236.125 | - | - | ||
| Deferred tax liabilities | 106.736 | 105.858 | - | - | |||
| Employee benefit obligations | 1.120 | 1.120 | 775 | 775 | |||
| Other non-current liabilities | 1.036 | 1.066 | 40.544 | 40.765 | |||
| 343.325 | 344.169 | 41.319 | 41.540 | ||||
| Current liabilities | |||||||
| Trade and other payables | 43.567 | 47.787 | 13.308 | 13.980 | |||
| Current tax liabilities | 4.350 | 1.392 | - | - | |||
| Derivative financial instruments | 13 | 115 | 225 | - | - | ||
| Borrowings | 12 | 203.458 | 205.762 | 123.328 | 123.137 | ||
| 251.490 | 255.167 | 136.637 | 137.117 | ||||
| Total liabilities | 594.815 | 599.335 | 177.955 | 178.657 | |||
| Total equity and liabilities | 975.832 | 976.712 | 405.947 | 410.245 |
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 May 30, 2018.
Condensed Interim Financial Statements 1 January - 31 March 2018
Income Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Continuing operations (all amounts in € thousands) | 01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
|
| Revenue | 19.684 | 11.382 | 844 | 340 | |
| Other direct property operating expenses | (2.620) | (1.987) | - | - | |
| Employee benefits expense | (1.970) | (2.046) | (1.513) | (1.428) | |
| Depreciation of property, plant and equipment | (192) | (184) | (35) | (24) | |
| Other operating income / (expenses) - net | (1.340) | (1.314) | (973) | (865) | |
| Operating profit/(loss) | 13.563 | 5.851 | (1.677) | (1.976) | |
| Finance income | 7 | 12 | 277 | 295 | |
| Finance costs | (6.672) | (4.117) | (2.956) | (2.715) | |
| Share of net profit of investments accounted for using the equity method |
(198) | 1.243 | - | - | |
| Profit/(loss) before income tax | 6.700 | 2.990 | (4.356) | (4.396) | |
| Income tax expense | (3.136) | (1.282) | 759 | 736 | |
| Profit/(loss) for the year from continuing operations |
3.564 | 1.707 | (3.597) | (3.660) | |
| Profit/(loss) attributable to: | |||||
| Equity holders of the parent | 2.167 | 1.711 | (3.597) | (3.660) | |
| Non-controlling interest | 1.397 | (3) | - | - | |
| 3.564 | 1.707 | (3.597) | (3.660) | ||
| Earnings/(losses) per share from continuing operations attributable to the equity holders of the Parent during the period (expressed in € per share) |
|||||
| Basic earnings/(losses) per share | 0,03 | 0,02 | (0,05) | (0,05) | |
| Diluted earnings/(losses) per share | 0,03 | 0,02 | (0,05) | (0,05) |
Total Comprehensive Income Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | 01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
|
| Profit/(loss) for the period | 3.564 | 1.707 | (3.597) | (3.660) | |
| Cash flow hedges, after tax | 78 | 75 | - | - | |
| Currency translation differences | (2) | 52 | - | - | |
| Items that may be subsequently reclassified to profit or loss | 7 6 |
127 | - | - | |
| Total comprehensive income for the period | 3.640 | 1.834 | (3.597) | (3.660) | |
| Profit/(loss) attributable to: | |||||
| Equity holders of the parent | 2.219 | 1.838 | (3.597) | (3.660) | |
| Non-controlling interest | 1.421 | (3) | - | - | |
| 3.640 | 1.834 | (3.597) | (3.660) |
Statement of changes in equity (Consolidated)
| Attributable to equity holders of the parent | ||||||
|---|---|---|---|---|---|---|
| all amounts in € thousands | Share capital | Other reserves | Retained earnings / (Accumulated losses) |
Total | Non-controlling interests |
Total equity |
| GROUP | ||||||
| 1 January 2017 | 374.863 | 6.545 | (26.147) | 355.262 | (191) | 355.071 |
| Total Income: | ||||||
| Profit/(loss) for the period | - | - | 1.711 | 1.711 | (3) | 1.707 |
| Other comprehensive income for the period: Cash flow hedges, after tax |
- | 75 | - | - 75 |
- | - 75 |
| Currency translation differences | - | 52 | - | 52 | - | 52 |
| Total comprehensive income for the period |
- | 127 | 1.711 | 1.838 | (3) | 1.834 |
| 31 March 2017 | 374.863 | 6.672 | (24.436) | - 357.100 |
(195) | - 356.905 |
| 1 January 2018 | 376.800 | 6.419 | (70.378) | 312.841 | 64.536 | 377.377 |
| Total Income: | ||||||
| Profit for the period | - | - | 2.167 | 2.167 | 1.397 | 3.564 |
| Other comprehensive income for the period: | ||||||
| Cash flow hedges, after tax | - | 53 | - | 53 | 25 | 78 |
| Currency translation differences Total comprehensive income for the period |
- - |
(2) 5 1 |
- 2.167 |
(2) 2.219 |
- 1.421 |
(2) 3.640 |
| Transactions with the shareholders: | ||||||
| Reserves | - | 28 | (28) | - | - | - |
| - | 28 | (28) | - | - | - | |
| 31 March 2018 | 376.800 | 6.498 | (68.239) | 315.060 | 65.957 | 381.017 |
The notes on pages 8 to 31 form an integral part of this condensed interim financial information.
- 5 -
| all amounts in € thousands | Share capital | Other reserves | Retained earnings / (Accumulated losses) |
Total equity |
|---|---|---|---|---|
| COMPANY | ||||
| 1 January 2017 | 374.863 | 2.999 | (120.667) | 257.195 |
| Total Income: | ||||
| Loss for the period | - | - | (3.660) | (3.660) |
| Total comprehensive income for the period |
- | - | (3.660) | (3.660) |
| 31 March 2017 | 374.863 | 2.999 | (124.326) | 253.535 |
| 1 January 2018 | 376.800 | 3.007 | (148.218) | 231.589 |
| Total Income: | ||||
| Loss for the period | - | - | (3.597) | (3.597) |
| Total comprehensive income for the period |
- | - | (3.597) | (3.597) |
| 31 March 2018 | 376.800 | 3.007 | (151.815) | 227.992 |
Statement of changes in equity (Company)
Condensed Interim Financial Statements 1 January - 31 March 2018
Cash Flow Statement
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| all amounts in € thousands | Note | 01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
|
| Cash flows from operating activities | ||||||
| Cash generated from / (used in) operations | 14 | 11.221 | 870 | 307 | (4.558) | |
| Interest paid | (6.130) | (3.519) | (7.002) | (2.196) | ||
| Income taxes paid | (46) | (11) | (0) | - | ||
| Net cash inflow (outflow) from operating activities | 5.045 | (2.660) | (6.695) | (6.754) | ||
| Cash flows from investing activities | ||||||
| Purchase of property, plant and equipment | 6 | (111) | (42) | (12) | (27) | |
| Proceeds from sale of investment property | 5 | 6.500 | - | - | - | |
| Loans to/from related parties | 17 | (620) | - | (620) | - | |
| Interest received | 7 | 4 | 2 | 4 | ||
| Proceeds from sale/liquidation of participation | 1.987 | 430 | 1.987 | 430 | ||
| (Purchase)/sale of financial instruments held at fair value through profit or loss | 1.591 | 5.194 | 1.591 | 5.194 | ||
| Acquisition/(disposal) in interest held in investments | 7 | (450) | 200 | 5.862 | (300) | |
| Net cash inflow from investing activities | 8.904 | 5.786 | 8.812 | 5.301 | ||
| Cash flows from financing activities | ||||||
| Repayment of borrowings from related parties | 17 | - | - | (700) | (350) | |
| Repayment of borrowings | 12 | (4.538) | (1.904) | - | - | |
| Net cash outflow from financing activities | (4.538) | (1.904) | (700) | (350) | ||
| Net increase (decrease) in cash and cash equivalents | 9.411 | 1.223 | 1.417 | (1.803) | ||
| Cash and cash equivalents at the beginning of the period | 10 | 86.244 | 98.644 | 29.894 | 71.703 | |
| Reclassification of restricted cash in Receivables | - | 2.113 | - | 2.113 | ||
| Cash and cash equivalents at end of period | 10 | 95.656 | 101.980 | 31.311 | 72.013 |
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 three month period ended March 31, 2018. 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 31.03.2018 with interest held at 53.82% 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 May 30, 2018.
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 2017 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, 2017.
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.
Refinancing of short-term liabilities
As described in note 12 "Borrowings" as at 31.03.2018 the short-term loans refer mainly to the syndicate bond loan of the Company (amount of €123.33m) as well as the subsidiaries LAMDA DOMI SA (amount of €60.25m) and LAMDA Prime Properties SA (amount of €5.29m), dates of repayment from June 2018 until November 2018. The Management is expecting that the whole negotiations for the medium-term loan re-financing of the bond loan will be concluded within the third quarter of 2018. The Management is undergoing negotiations with the counterparties in relation to the refinancing of the above mentioned short-term loans, a procedure that has not been completed until the date of these financial statements' release.
The successful completion of the refinancing procedure is necessary for the ongoing normal operation of the Company and the Group. The Management argues that the procedure will be completed successfully and therefore the going concern basis of preparation of these financial statements is appropriate.
"The Mall Athens" - Lamda Olympia Village S.A.
As described in detail in note 16 "Contingent liabilities and assets", in January 2014, 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.
The factors above have been taken into account by Management when preparing the financial statements for the period ended March 31, 2018. 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. In note 3 "Financial risk management" of the annual financial statements as of December 31, 2017, 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.
These consolidated and Company condensed 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 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 as of December 31, 2017.
2.2. Accounting principles
New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1.1.2018. 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
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 that was applied under IAS 39. IFRS 9 establishes a more principlesbased approach to hedge accounting and addresses inconsistencies and weaknesses in the previous model in IAS 39. The effect of this standard on the Group is not anticipated to be significant. At Company level, IFRS 9 may affect the carrying of the loan receivables from subsidiaries. The Management is investigating the effect of this standard on its financial statements.
IFRS 15 "Revenue from Contracts with Customers"
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 recognises 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 effect of this standard on the Group is not anticipated to be significant, however additional disclosures are required.
IAS 40 (Amendments) "Transfers of Investment Property"
The amendments clarified that to transfer to, or from, investment properties there must be a change in use. To conclude if a property has changed use there should be an assessment of whether the property meets the definition and the change must be supported by evidence.
Annual Improvements to IFRS 2014 (2014 – 2016 Cycle)
IAS 28 "Investments in associates and Joint ventures"
The amendments clarified that when venture capital organisations, mutual funds, unit trusts and similar entities use the election to measure their investments in associates or joint ventures at fair value through profit or loss (FVTPL), this election should be made separately for each associate or joint venture at initial recognition.
Standards and Interpretations effective for subsequent periods
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 in investigating the effect of this standard on its financial statements.
IAS 28 (Amendments) "Long term interests in associates and joint ventures" (effective for annual periods beginning on or after 1 January 2019)
The amendments clarify that companies account for long-term interests in an associate or joint venture to which the equity method is not applied—using IFRS 9. The amendments have not yet been endorsed by the EU.
IFRIC 23 "Uncertainty over income tax treatments" (effective for annual periods beginning on or after 1 January 2019)
The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. IFRIC 23 applies to all aspects of income tax accounting where there is such uncertainty, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits and tax rates. The interpretation has not yet been endorsed by the EU.
IAS 19 (Amendments) "Plan amendment, curtailment or settlement" (effective for annual periods beginning on or after 1 January 2019)
The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur. The amendments have not yet been endorsed by the EU.
Annual Improvements to IFRS (2015 – 2017 Cycle) (effective for annual periods beginning on or after 1 January 2019)
The amendments set out below include changes to four IFRSs. The amendments have not yet been endorsed by the EU.
IFRS 3 "Business combinations"
The amendments clarify that a company remeasures its previously held interest in a joint operation when it obtains control of the business.
IFRS 11 "Joint arrangements"
The amendments clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.
IAS 12 "Income taxes"
The amendments clarify that a company accounts for all income tax consequences of dividend payments in the same way.
IAS 23 "Borrowing costs"
The amendments clarify that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.
1 January - 31 March 2018
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 Group and the Company use the following hierarchy for determining and disclosing the fair value of the assets and liabilities by valuation method.
Level 1: based on quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: based on valuation techniques whereby all inputs having a significant effect on the fair value are observable, either directly or indirectly and includes quoted prices for identical or similar assets or liabilities.
Level 3: based on valuation techniques whereby all inputs having a significant effect on the fair value are not observable market data.
The financial instruments that are measured at fair value are the investment property (note 5), the derivative financial instruments (note 13) and the financial instruments held at fair value through profit or loss (note 9).
4. Segment information
The Group is operating into the business segment of real estate in Greece and in other neighbouring Balkan countries. The BoD (which is responsible for the decision making) defines the segments according to the use and of the investment property and their geographical location.
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.
A) Group's operating segments
The segment results for the three month period ended 31 March 2018 were as follows:
| Real estate | ||||||
|---|---|---|---|---|---|---|
| all amounts in € thousands | GREECE | BALKANS | Administrative and Management Services |
Eliminations among segments |
Total | |
| Shopping centers |
Other investment property |
Other investment property |
||||
| Revenue from third parties | 19.438 | 268 | 2 | 386 - |
(410) | 19.684 |
| Other direct property operating expenses | (3.341) | (129) | - | - | 850 | (2.620) |
| Other | (72) | (76) | (70) | (2.652) | (440) | (3.310) |
| Share of profit / (loss) from joint ventures and associates | - | 106 | (304) | - | - | (198) |
| EBITDA | 16.025 | 170 | (373) | (2.266) | - | 13.556 |
| all amounts in € thousands | GREECE | BALKANS | Administrative and Management Services |
Eliminations among segments |
Total | |
|---|---|---|---|---|---|---|
| Shopping centers |
Other investment property |
Other investment property |
||||
| Revenue from third parties | 10.447 | 394 | 2 | 857 - |
(317) | 11.382 |
| Other direct property operating expenses | (2.396) | (94) | - | - | 504 | (1.987) |
| Other | (22) | (89) | (739) | (2.323) | (186) | (3.360) |
| Share of profit / (loss) from joint ventures and associates | 1.529 | (95) | (195) | 4 | - | 1.243 |
| EBITDA | 9.557 | 115 | (932) | (1.462) | - | 7.278 |
The segment results for the three month period ended 31 March 2017 were as follows:
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
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 | 31.03.2018 | 31.03.2017 |
| EBITDA | 13.556 | 7.278 |
| Depreciation | (192) | (184) |
| Finance income | 7 | 12 |
| Finance costs | (6.672) | (4.117) |
| Profit before income tax | 6.700 | 2.990 |
| Income tax expense | (3.136) | (1.282) |
| Profit for the period | 3.564 | 1.707 |
B) Geographical segments
The segment information for the three month period ended 31 March 2018 were as follows:
| 31 March 2018 | ||
|---|---|---|
| all amounts in € thousands | Total revenue | Non-current assets |
| Greece | 19.683 | 786.482 |
| Balkans | 2 | 22.428 |
| 19.684 | 808.911 |
The segment information for the three month period ended 31 December 2017 were as follows:
| 31 December 2017 | ||
|---|---|---|
| all amounts in € thousands | Total revenue | Non-current assets |
| Greece | 62.172 | 793.347 |
| Balkans | 25.007 | 21.637 |
| 87.179 | 814.983 |
5. Investment property
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 |
| Balance at 1 January | 768.415 | 379.955 | 1.840 | 1.840 |
| Acquisition of interest held in participations | - | 381.900 | - | - |
| Disposals | (6.500) | (5.150) | - | - |
| Net gain from fair value adjustment on investment property | - | 11.710 | - | - |
| Balance at end of period | 761.915 | 768.415 | 1.840 | 1.840 |
The investment property includes property operating lease that amounts to €152.5m.
In the first quarter of 2018, the Group announces the sale of the ownership that its 100% subsidiary LAMDA Estate Development S.A. held in the office building Kronos Business Center in Maroussi, for a total consideration of €6.5m
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, at 31.03.2018 95% of total fair value of the Group's investment property relates to Shopping Centres and 2% 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 86 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 December 31, 2017 are as follows:
| Discount rate | |
|---|---|
| Malls | |
| The Mall Athens | 9,50% |
| Med.Cosmos | 10,75% |
| Golden Hall | 9,75% |
| Office buildings | |
| Cecil, Kefalari | 9,25% |
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 valutions 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.
| (all amounts in € millions) Discount rate Discount rate | +0,25% | +0,25% |
|---|---|---|
| The Mall Athens | -5,3 | 5,5 |
| Med.Cosmos | -1,9 | 1,9 |
| Golden Hall | -2,7 | 2,7 |
| Malls | -9,9 | 10,0 |
| Cecil, Kefalari | -0,2 | 0,2 |
| Office buildings | -0,2 | 0,2 |
| Total | -10,1 | 10,2 |
1 January - 31 March 2018
The above mentioned valuations of the investment property as at 31 December 2017 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.
On the amount of €761.9m of the total investment property, there are real estate liens and pre-notices over these assets.
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 2017 | 705 | 5.287 | 4.449 | 2.780 | 1.557 | 14.778 |
| Additions | - | 6 | 27 | 1 | 8 | 42 |
| Disposals / Write-offs | - | (4) | (1) | - | - | (5) |
| 31 March 2017 | 705 | 5.289 | 4.475 | 2.781 | 1.565 | 14.814 |
| 1 January 2018 | 798 | 6.196 | 7.887 | 2.931 | 1.575 | 19.387 |
| Additions | - | (0) | 86 | 2 | 23 | 111 |
| Disposals / Write-offs | - | - | (1) | - | - | (1) |
| Transfer to the Income Statement | - | - | - - |
(9) | (9) | |
| 31 March 2018 | 798 | 6.196 | 7.973 | 2.933 | 1.590 | 19.489 |
| Accumulated depreciation | ||||||
| 1 January 2017 | (374) | (3.958) | (4.087) | (2.598) | - | (11.017) |
| Depreciation charge | (10) | (81) | (81) | (12) | - | (184) |
| Disposals / Write-offs | - | 4 | 1 - |
- | 5 | |
| 31 March 2017 | (384) | (4.035) | (4.167) | (2.609) | - | (11.196) |
| 1 January 2018 | (454) | (5.051) | (6.690) | (2.717) | - | (14.912) |
| Depreciation charge | (11) | (89) | (78) | (13) | - | (192) |
| Disposals / Write-offs | - | - | 1 - |
- | 1 | |
| 31 March 2018 | (466) | (5.140) | (6.768) | (2.730) | - | (15.103) |
| Closing net book amount at 31 March 2017 |
321 | 1.253 | 307 | 173 | 1.565 | 3.619 |
| Closing net book amount at 31 March 2018 |
332 | 1.056 | 1.205 | 203 | 1.590 | 4.386 |
| all amounts in € thousands | Lease hold land and buildings |
Vehicles and machinery |
Furniture, fittings and equipment |
Software | Total | |
| COMPANY - Cost | ||||||
| 1 January 2017 | 367 | 9 3 |
1.181 | 2.675 | 4.316 | |
| Additions | - | 6 | 20 | 1 | 27 | |
| Disposals / Write-offs | - | (4) | (1) | - | (5) - |
|
| 31 March 2017 | 367 | 9 5 |
1.200 | 2.676 | 4.338 | |
| 1 January 2018 | 367 | 190 | 1.392 | 2.736 | 4.685 | |
| Additions | - | (0) | 10 | 1 | 12 | |
| Disposals / Write-offs | - | - | (1) | - | (1) | |
| 31 March 2018 | 367 | 190 | 1.402 | 2.737 | 4.696 |
| Accumulated depreciation | |||||
|---|---|---|---|---|---|
| 1 January 2017 | (240) | (75) | (1.080) | (2.550) | (3.945) |
| Depreciation charge | (3) | (2) | (10) | (9) | (24) |
| Disposals / Write-offs | - | 4 | 1 | - | 5 |
| 31 March 2017 | (243) | (73) | (1.089) | (2.558) | (3.964) |
| 1 January 2018 | (252) | (82) | (1.117) | (2.586) | (4.038) |
| Depreciation charge | (3) | (6) | (14) | (11) | (35) |
| Disposals / Write-offs | - | - | 1 | - | 1 |
| 31 March 2018 | (255) | (88) | (1.131) | (2.597) | (4.072) |
| Closing net book amount at 31 March 2017 Closing net book amount at 31 March |
124 | 2 2 |
111 | 118 | 374 |
| 2018 | 112 | 102 | 271 | 140 | 624 |
7. Investments in subsidiaries, joint ventures and associates
The Group's structure on March 31, 2018 is as follows:
| Country of Incorporation |
% interest held |
Country of Incorporation |
% interest held |
||||
|---|---|---|---|---|---|---|---|
| Company | Company | ||||||
| LAMDA Development SA - Parent | Greece | ||||||
| Subsidiaries | |||||||
| PYLAIA SA | Greece | Indirect | 68,3% | LAMDA Development Sofia EOOD | Bulgaria | 100,0% | |
| LAMDA Domi SA | Greece | Indirect | 68,3% | TIHI EOOD | Bulgaria | Indirect | 100,0% |
| LAMDA Malls SA | Greece | 68,3% | LOV Luxembourg SARL | Luxembourg | Indirect | 100,0% | |
| LAMDA Olympia Village SA | Greece | 100,0% | Hellinikon Global I SA | Luxembourg | 100,0% | ||
| LAMDA Estate Development SA | Greece | 100,0% | LAMDA Development (Netherlands) BV | Netherlands | 100,0% | ||
| LAMDA Prime Properties SA | Greece | 100,0% | Lamda Singidunum Netherlands BV | Netherlands | Indirect | 100,0% | |
| MALLS MANAGEMENT SERVICES SA | Greece | 100,0% | Robies Services Ltd | Cyprus | 90,0% | ||
| MC Property Management SA | Greece | 100,0% | Joint ventures | ||||
| KRONOS PARKING SA | Greece | Indirect | 100,0% | Lamda Dogus Marina Investments SA | Greece | 50,0% | |
| LAMDA Erga Anaptyxis SA | Greece | 100,0% | LAMDA Flisvos Marina SA | Greece | Indirect | 32,2% | |
| LAMDA Leisure SA | Greece | 100,0% | LAMDA Flisvos Holding SA | Greece | Indirect | 41,7% | |
| GEAKAT SA | Greece | 100,0% | LAMDA Akinhta SA | Greece | 50,0% | ||
| LD Trading SA | Greece | 100,0% | Singidunum-Buildings DOO | Serbia | Indirect | 68,3% | |
| Property Development DOO | Serbia | 100,0% | GLS OOD | Bulgaria | Indirect | 50,0% | |
| Property Investments DOO | Serbia | 100,0% | Associates | ||||
| LAMDA Development Montenegro DOO | Montenegro | 100,0% | ATHENS METROPOLITAN EXPO SA | Greece | 11,7% | ||
| LAMDA Development Romania SRL | Romania | 100,0% | METROPOLITAN EVENTS | Greece | Indirect | 11,7% | |
| Robies Proprietati Imobiliare SRL | Romania | Indirect | 90,0% | 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.
(a) Investments of the Company in subsidiaries
The Company's investment in subsidiaries is as follows:
1 January - 31 March 2018
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
|
| LAMDA OLYMPIA VILLAGE SA | Greece | 100% | 131.839 | - | 131.839 | 131.839 | - | 131.839 | |
| LAMDA MALLS SA | Greece | 68,3% | 51.496 | - | 51.496 | 51.496 | - | 51.496 | |
| LAMDA ESTATE DEVELOPMENT SA | Greece | 100% | 46.184 | 25.024 | 21.160 | 52.047 | 25.024 | 27.022 | |
| LAMDA PRIME PROPERTIES SA | Greece | 100% | 9.272 | - | 9.272 | 9.272 | - | 9.272 | |
| GEAKAT SA | Greece | 100% | 14.923 | 10.030 | 4.893 | 14.923 | 10.030 | 4.893 | |
| LAMDA ERGA ANAPTYXIS SA | Greece | 100% | 9.070 | - | 9.070 | 9.070 | - | 9.070 | |
| LD TRADING SA | Greece | 100% | 1.110 | 910 | 200 | 1.110 | 910 | 200 | |
| LAMDA LEISURE SA | Greece | 100% | 1.050 | - | 1.050 | 1.050 | - | 1.050 | |
| MC PROPERTY MANAGEMENT SA | Greece | 100% | 745 | - | 745 | 745 | - | 745 | |
| MALLS MANAGEMENT SERVICES SA | Greece | 100% | 1.224 | - | 1.224 | 1.224 | - | 1.224 | |
| LAMDA DEVELOPMENT SOFIA EOOD | Bulgaria | 100% | 363 | 363 | - | 363 | 363 | - | |
| LAMDA DEVELOPMENT DOO (BEOGRAD) | Serbia | 100% | - | - | - | 992 | 992 | - | |
| PROPERTY DEVELOPMENT DOO | Serbia | 100% | 11.685 | 11.685 | - | 11.685 | 11.685 | - | |
| 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 | 1.724 | - | 1.724 | 1.724 | - | |
| LAMDA DEVELOPMENT (NETHERLANDS) BV | Netherlands | 100% | 75.178 | 27.200 | 47.978 | 75.178 | 27.200 | 47.978 | |
| LAMDA DEVELOPMENT MONTENEGRO DOO | Montenegro | 100% | 800 | 800 | - | 800 | 800 | - | |
| LOV LUXEMBOURG SARL (indirect) | Luxembourg | 100% | 193 | - | 193 | 193 | - | 193 | |
| HELLINIKON GLOBAL I SA | Luxembourg | 100% | 36 | - | 36 | 36 | - | 36 | |
| Investment in subsidiaries | 357.632 | 78.476 | 279.156 | 364.487 | 79.468 | 285.018 |
The movement in investment in subsidiaries is as follows:
| COMPANY | ||||
|---|---|---|---|---|
| 31.03.2018 | 31.12.2017 | |||
| 285.018 | 190.500 | |||
| - | 300 | |||
| (5.862) | 400 | |||
| - | (8.300) | |||
| - | 131.839 | |||
| - | (29.914) | |||
| - | 193 | |||
| 279.156 | 285.018 | |||
Share capital decrease
The Group's subsidiary LAMDA Estate Development SA decreased its share capital by €5.9m.
Non-controlling interest
The non-controlling interest of the Group amounts to €66.0m at 31.03.2018 (31.12.2017: €64.5m) out of which €66.2m are coming from the subsidiary LAMDA MALLS SA which was established in 2017. Non-controlling interest represents 31.7% of the total equity of LAMDA MALLS SA's Group, which 100% subsidiaries are LAMDA DOMI S.A. and PYLEA S.A.
(b) Investments of the Company and the Group in joint ventures
The Company's investment in joint ventures is as follows:
| COMPANY | 31.03.2018 | 31.12.2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
|
| LAMDA AKINHTA SA | Greece | 50,00% | 4.454 | 1.773 | 2.681 | 4.454 | 1.773 | 2.681 | |
| LAMDA DOGUS MARINA INVESTMENTS SA | Greece | 50,00% | 4.022 | - | 4.022 | 4.022 | - | 4.022 | |
| Investment in joint-ventures | 8.476 | 1.773 | 6.703 | 8.476 | 1.773 | 6.703 |
The Group's investment in joint ventures is as follows:
| GROUP | 31.03.2018 | 31.12.2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
| LAMDA AKINHTA SA | Greece | 50,00% | 4.454 | (1.791) | 2.663 | 4.454 | (1.787) | 2.668 |
| LAMDA DOGUS MARINA INVESTMENTS SA | Greece | 50,00% | 4.022 | (1.929) | 2.093 | 4.022 | (1.995) | 2.027 |
| SINGIDUNUM-BUILDINGS DOO | Serbia | 68,26% | 35.645 | (17.954) | 17.691 | 34.590 | (17.651) | 16.939 |
| GLS OOD | Bulgaria | 50,00% | 3.631 | (2.637) | 994 | 3.631 | (2.638) | 993 |
| TOTAL | 47.753 | (24.312) | 23.441 | 46.698 | (24.071) | 22.627 |
The movement of the Company and the Group in investment in joint ventures is as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 | |
| Balance at 1 January | 22.627 | 105.394 | 6.703 | 35.484 | |
| Increase in share capital | 1.055 | 7.299 | - | - | |
| Share in profit/(loss) | (241) | 2.365 | - | - | |
| Provision for impairment Acquisition / change in consolidation method in |
- | - | - | (100) | |
| participations | - | (92.432) | - | (28.681) | |
| Balance at end of period | 23.441 | 22.627 | 6.703 | 6.703 |
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 increased its participation in the joint-venture Singidunum Buildings DOO from 67.16% at 31.12.2017 to 68.26% at 31.03.2018, however the control remains 50%-50% between the two shareholders according to the terms of the current shareholders agreement
- The Group's most significant joint-venture is Singidunum Buildings DOO as follows:
Singidunum Buildings DOO
| Statement of financial position | 68,26% | 67,16% |
|---|---|---|
| 31.03.2018 | 31.12.2017 | |
| all amounts in € thousands | ||
| Inventories - land | 73.267 | 73.267 |
| Receivables | 134 | 14 |
| Cash and cash equivalents | 82 | 113 |
| 73.483 | 73.395 | |
| Short-term borrowings | 47.520 | 47.520 |
| Trade and other payables | 46 | 652 |
| 47.565 | 48.172 | |
| Total equity | 25.917 | 25.223 |
| (Group's interest) | 68,26% | 67,16% |
| Total equity | 17.692 | 16.940 |
1 January - 31 March 2018
Income statement
| 01.01.2018 to | 01.01.2017 to | |
|---|---|---|
| all amounts in € thousands | 31.03.2018 | 31.03.2017 |
| Net loss from fair value adjustment on investment property | - | - |
| Other operating income / (expenses) - net | (23) | (22) |
| Finance costs - net | (335) | (403) |
| Loss before income tax | (358) | (425) |
| Income tax expense | ||
| Loss for the period | (358) | (425) |
| (Group's interest) | 68,26% | 56,81% |
| Loss for the period | (244) | (241) |
| Comprehensive income statement | ||
| 01.01.2018 to | 01.01.2017 to | |
| 31.03.2018 | 31.03.2017 | |
| all amounts in € thousands | ||
| Loss for the period Currency translation differences |
(244) - |
(241) - |
| Other comprehensive income for the period | (244) | (241) |
| Total comprehensive income for the period | (244) | (241) |
| Cash flow statement | ||
| 01.01.2018 to | 01.01.2017 to | |
| all amounts in € thousands | 31.03.2018 | 31.03.2017 |
| Cash flows from operating activities | (481) | (449) |
| Cash flows to investing activities | - | - |
| Cash flows to financing activities | 450 | - |
| Net increase in cash and cash equivalents | (31) | (449) |
(c) Investments of the Group and the Company in associates
The Group participates in the following associates' equity:
| GROUP | 31.03.2018 | 31.12.2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
| ATHENS METROPOLITAN EXPO SA | Greece | 11,67% | 1.559 | - | 1.559 | 1.559 | - | 1.559 |
| S.C. LAMDA MED SRL (Indirect) | Romania | 40,00% | 1.332 | 1.068 | 2.399 | 1.332 | 1.025 | 2.356 |
| TOTAL | 2.890 | 1.068 | 3.958 | 2.890 | 1.025 | 3.915 |
The movement of associates is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 |
| Balance at 1 January | 3.915 | 4.063 | 1.558 | 1.651 |
| Share in profit/(loss) | 43 | 145 | - | - |
| Decrease in share capital | - | (200) | - | - |
| Change in interest held in participations | - | (93) | - | (93) |
| Balance at end of period | 3.958 | 3.915 | 1.558 | 1.558 |
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.
- At Company level, the change in interest held refers to LOV Luxembourg SARL which following the acquisition of 25% is now categorized as subsidiary.
Condensed Interim Financial Statements 1 January - 31 March 2018
8. Financial instruments by category
| GROUP - 31.03.2018 | GROUP - 31.03.2018 | Derivatives used for | ||||
|---|---|---|---|---|---|---|
| Financial assets | Loans and receivables |
Financial instruments held at 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 | 3.723 | - | Borrowings | - | 437.892 | |
| Restricted cash | 10.538 | - | Derivative financial instruments | 115 | 0 | |
| Cash and cash equivalents | 95.656 | - | Trade and other payables | - | 4.334 | |
| Derivative financial instruments | - | 36 | Interest payable | - | 2.537 | |
| Other financial receivables | 8.298 | 26.499 | Other financial payables | - | 15.186 | |
| Receivables from disposal of participation | 968 | - | Total | 115 | 459.949 | |
| Total | 119.183 | 26.535 | ||||
| COMPANY - 31.03.2018 Financial assets all amounts in € thousands |
Loans and receivables |
Financial instruments held at fair value through profit or loss |
COMPANY - 31.03.2018 Financial liabilities |
Liabilities at amortized cost |
||
| all amounts in € thousands | ||||||
| Trade and other receivables | 68 | - | ||||
| Restricted cash | 10.538 | - | Borrowings | 123.328 | ||
| Loans to related parties | 29.739 | - | Trade and other payables | 696 | ||
| Other financial receivables | 2.356 | 25.901 | Loans from related parties | 40.590 | ||
| Receivables from related parties | 968 | - | Interest payable | 707 | ||
| Total | 44.640 | 25.901 | Other financial payables Liabilities to related parties |
9.113 2 |
||
| Total | 174.437 | |||||
| GROUP - 31.03.2017 | GROUP - 31.03.2017 | |||||
| Financial assets | Loans and receivables |
Financial liabilities | Derivatives used for hedging |
Liabilities at amortized cost | ||
| all amounts in € thousands | all amounts in € thousands | |||||
| Borrowings | - | 267.085 | ||||
| Trade and other receivables | 2.290 | Derivative financial instruments | 546 | - | ||
| Restricted cash | 10.538 | Trade and other payables | 0 | 2.855 | ||
| Loans to related parties | 1.119 | Liabilities to related parties | 0 | 71 | ||
| Interest reveivable | 12 | Loans from related parties | 0 | 18.123 | ||
| Cash and cash equivalents | 101.980 | Interest payable | 0 | 775 | ||
| Receivables from related parties | 629 | Other financial payables | 0 | 11.656 | ||
| Total | 116.568 | Total | 546 | 300.566 | ||
| COMPANY - 31.03.2017 | COMPANY - 31.03.2017 | |||||
| Financial assets | Loans and receivables |
Financial liabilities | Liabilities at amortized cost |
|||
| all amounts in € thousands | all amounts in € thousands | |||||
| Borrowings | 129.021 | |||||
| Trade and other receivables | 116 | Trade and other payables | 84 | |||
| Restricted cash | 10.538 | Liabilities to related parties | 2 | |||
| Receivables from related parties | 194 | Loans from related parties | 21.848 | |||
| Loans to related parties | 86.676 | Interest payable | 656 | |||
| Cash and cash equivalents | 72.013 | Other financial payables | 9.080 | |||
| Total | 169.537 | Total | 160.691 |
9. Financial instruments held at fair value through profit or loss
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 |
| Bonds - Euro | 25.901 | 27.557 | 25.901 | 27.557 |
| Money market funds | 597 | 598 | - | - |
| 26.499 | 28.155 | 25.901 | 27.557 |
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. The Company during 2018 liquidated bonds an amount of €1.5m. The Company has recognized a loss from the above mentioned liquidation/valuation of €58k in the income statement.
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 | 31.3.2018 | 31.12.2016 | 31.3.2018 | 31.12.2016 | |
| Cash at bank | 94.877 | 85.220 | 31.251 | 29.835 | |
| Cash in hand | 778 | 1.024 | 60 | 59 | |
| Total | 95.656 | 86.244 | 31.311 | 29.894 |
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 (in thousands) |
Ordinary shares |
Share premium |
Treasury shares |
Total |
|---|---|---|---|---|---|
| 1 January 2017 | 77.356 | 23.917 | 360.110 | (9.163) | 374.863 |
| Sale of treasury shares | 500 | - | - | 1.937 | 1.937 |
| 31 December 2017 | 77.856 | 23.917 | 360.110 | (7.227) | 376.800 |
| 1 January 2018 | 77.856 | 23.917 | 360.110 | (7.227) | 376.800 |
| Movement in the period | - | - | - | - | - |
| 31 March 2018 | 77.856 | 23.917 | 360.110 | (7.227) | 376.800 |
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.
12. Borrowings
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.3.2018 | 31.12.2017 | 31.3.2018 | 31.12.2017 |
| Non-current | ||||
| Bond borrowings | 234.433 | 236.125 | - | - |
| Total non-current | 234.433 | 236.125 | - | - |
| Current | ||||
|---|---|---|---|---|
| Bond borrowings | 203.458 | 205.762 | 123.328 | 123.137 |
| Total current | 203.458 | 205.762 | 123.328 | 123.137 |
| Total borrowings | 437.892 | 441.887 | 123.328 | 123.137 |
The movements in borrowings are as follows:
| 12 months ended 31 December 2017 (amounts in € thousands) | GROUP | COMPANY |
|---|---|---|
| Balance at 1 January 2017 | 268.607 | 128.714 |
| Acquisition of additional interest in investments (note 8) | 193.000 | - |
| Borrowings transaction costs - amortization | 2.254 | 1.204 |
| Borrowings transaction costs | (3.093) | (83) |
| Borrowings repayments | (18.882) | (6.698) |
| Balance at 31 December 2017 | 441.887 | 123.137 |
| 3 months ended 31 March 2018 (amounts in € thousands) | GROUP | COMPANY |
| Balance at 1 January 2018 | 441.887 | 123.137 |
| Borrowings transaction costs - amortization | 543 | 191 |
| Borrowings repayments | (4.538) | - |
| Balance at 31 March 2018 | 437.892 | 123.328 |
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 syndicated bond loan, the securities that have been agreed comprise of mortgages on Group assets as well as share pledges on specific Group participations. The bond loan has a three year tenor and is comprised of two tranches. The first tranche of €133.95m was drawn-down on 30th November 2015, while the second tranche (which amounts to €25m) is expected to be drawn-down at the forthcoming period.
Amortization of borrowings transaction costs of €2.7 are included in the total borrowings as at March 31, 2018, out of which €1.5m is applied to current borrowings whereas the rest €1.1m is applied to noncurrent borrowings.
The maturity of non-current borrowings is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.3.2018 | 31.12.2017 | 31.3.2018 | 31.12.2017 | |
| 22.065 | 22.070 | - | - | |
| 212.368 | 214.055 | - | - | |
| - | - | - | - | |
| 234.433 | 236.125 | - | - | |
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 31.03.2018 are as follows:
| GROUP | COMPANY | |
|---|---|---|
| Current bond borrowings | 5,99% | 6,00% |
| Non-current bond borrowings | 4,34% | - |
At 31.03.2018, the average base effective interest rate of the Group is 0.05% and the average bank spread is 5.06%. Therefore, the Group total effective borrowing rate stands at 5.11% at 31.03.2018.
During the first quarter of 2018, regarding the subsidiaries, they proceeded to total payments of €4.5m within current reporting period, as described in their bond loan contracts
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, at 31.03.2018, the Company's subsidiary LAMDA DOMI SA's syndicated loan of current balance €60.3m, 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 Eurobank Ergasias, of current balance €64.8m has the following covenants: Loan to value <80% and Debt Service Ratio >120%. Moreover, LAMDA OLYMPIA VILLAGE SA's bond loan of current balance €186.2m, granted by HSBC and Eurobank Ergasias has the following covenants: Loan to value <65% and Debt Service Cover ratio >110%.
At 31.12.2018 the short-term borrowings include the following liabilities that expire in 2018:
- The Company's bond loan, amount of approximately €123.3m, repayment date November 2018.
- The bond loan of the subsidiary LAMDA DOMI S.A, amount of approximately €60.2m, repayment date June 2018.
- The loan of the subsidiary Lamda Prime Properties S.A., amount of approximately €5.3m, repayment date September 2018.
The Management is undergoing negotiations with the counterparties in relation to the refinancing of the above mentioned short-term loans, a procedure that has not been completed until the date of these financial statements' release.
More specific, the course of the refinancing procedures at the date of these financial statements' approval is the following:
- In relation to the syndicate bond loan the Company, is undergoing negotiations for the conclusion of the medium-term loan re-financing. The major part of the Programme amendment and the security documents has been agreed as well as the highly important security of the bondholders with the shares that the Company owns in the subsidiary LAMDA MALLS SA. The Management is expecting that the whole negotiations for the medium-term loan re-financing of the bond loan will be concluded within the third quarter of 2018.
- The discussions regarding the loan refinancing of LAMDA DOMI SA are at an advanced stage of finalization following binding offers that the company received from various financial institutions. The Management expects that the procedure will be completed until June 2018.
- The discussions regarding the loan of Lamda Prime Peoperties S.A. (which owns the building Cecil at Kefalari) are at an early stage. However, the Management expects that the loan will be refinanced successfully before its expiration.
| GROUP | COMPANY | |||||||
|---|---|---|---|---|---|---|---|---|
| 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 | |||||
| all amounts in € thousands | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities |
| Derivatives held at fair value through profit or loss (Cap) |
36 | - | 45 | - | - | - | - | - |
| Interest rate swaps - cash flow hedges (IRS) |
- | 115 | - | 225 | - | - | - | - |
| Total | 3 6 |
115 | 4 5 |
225 | - | - | - | - |
13. Derivative financial instruments
1 January - 31 March 2018
| Non-current | 36 | - | 45 | 225 | - | - | - | - |
|---|---|---|---|---|---|---|---|---|
| Current | - | 115 | - | - | - | - | - | - |
| Total | 3 6 |
115 | 4 5 |
225 | - | - | - | - |
The nominal value of interest rate swaps that are hedged as at 31.03.2018 is €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 31.03.2018 the long-term borrowings floating rates are secured with interest risk derivatives (swaps) ranged according to 3-month Euribor plus 6.38%. In relation to derivatives at fair value through profit or loss, a Cap instrument as a hedging strategy for the Interest Rate Risk has been selected for the subsidiary' s, LAMDA Olympia Village S.A., bond loan at a notional amount of €160m. The movement of the fair value is recognized in the income statement.
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 | 01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
| Profit/(loss) for the period | 3.564 | 1.707 | (3.597) | (3.660) | |
| Adjustments for: | |||||
| Tax | 3.136 | 1.282 | (759) | (736) | |
| Depreciation of property, plant and equipment | 6 | 192 | 184 | 35 | 24 |
| Share of profit from associates | 7 | 198 | (1.243) | - | - |
| Provision for impairment of receivables from subsidiaries | 17 | - | - | (81) | (29) |
| Loss from sale/valuation of financial instruments | 67 | 25 | 57 | 25 | |
| Interest income | (7) | (12) | (277) | (295) | |
| Interest expense | 6.672 | 4.117 | 2.956 | 2.715 | |
| 13.822 | 6.061 | (1.667) | (1.956) | ||
| Changes in working capital: | |||||
| Increase in inventories | - | (13) | - | - | |
| (Increase)/decrease in payables | 668 | 55 | (2.072) | (8) | |
| Decrease in payables | (3.269) | (5.233) | 4.046 | (2.594) | |
| (2.601) | (5.191) | 1.974 | (2.602) | ||
| Cash flows from operating activities | 11.221 | 870 | 307 | (4.558) |
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:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 | |
| No later than 1 year | 3.412 | 3.395 | 942 | 944 | |
| Later than 1 year and not later than 5 years | 13.953 | 13.889 | 1.681 | 1.919 | |
| Later than 5 years | 52.512 | 53.408 | - | - | |
| Total | 69.877 | 70.692 | 2.623 | 2.863 |
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) | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 |
| Letters of guarantee relating to obligations | 36.258 | 36.258 | 30.004 | 30.004 |
| Total | 36.258 | 36.258 | 30.004 | 30.004 |
| Assets (all amounts in € thousands) Letters of guarantee relating to receivables from tenants |
39.952 | 39.929 | - | - |
| Total | 39.952 | 39.929 | - | - |
In addition to the issues mentioned above there are also the following particular issues:
-
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. As a result, the Group's tax obligations have not been defined permanently (note 19).
-
A property transfer tax of €10,1m approximately has been imposed on the societe anonyme LAMDA Olympia Village (former DIMEPA, hereinafter referred to as LOV); Out of the forty (40) recourses which have been filed respectively, twenty five (25), amounting to €8.5m, have been irrevocably accepted by the Administrative Court of Appeals, as either the corresponding to them appeals on points of law of the Hellenic Republic have been rejected (for eight of them) or the Hellenic Republic did not even file an appeal on points of law (for the remaining seventeen); the remaining fifteen (15) recourses have been rejected by courts of first instance. LOV 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. Out of these fourteen (14) appeals, eight (8) have been irrevocably rejected in favor of the Hellenic Republic either because an appeal on points of law could not be filed, due to the amount of the litigation (for six of them) or because the filed appeal on points of law was rejected (also due to the amount of the litigation). For the remaining six (6) appeals, which were also rejected, LOV has filed appeals on points of law, which were heard on 09.05.2018; positive decisions are expected. Consequently out of the forty (40) recourses twenty (25), amounting totally to €8.5m, have been irrevocably accepted in favor of LOV, 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, LOV 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 remained as a claim against the Hellenic Republic). Until 31.12.2017 the total amount of €3.8m has been returned to the Company on the basis of the appeals which have been irrevocably accepted. 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 LOV's shares.
-
Additionally, LOV 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 in part and the re-calculation of the owed property tax was ordered, which led to the returning to LOV of an amount of approximately €9,5m. Further to appeals on points of law filed by both parties, the Council of State rejected LOV's appeal and accepted the Hellenic Republic's appeal; consequently the case was referred back to the Administrative Court of Appeals, which initially postponed the issue of a final decision and obliged the parties to adduce evidence for the determination of the market value of the property; after resuming hearing of the case, the Administrative Court of Appeals finally rejected the recourse, determined the taxable value of the property and obliged the competent Tax Authority to re-calculate the transfer tax due upon the new taxable value. Following this decision, LOV had to pay transfer tax of approximately €16,3m. An appeal on points of law has been filed and is estimated by the legal counsels of the Company to have high chances of success. In specific, grounds of appeal challenging re-calculation of transfer tax upon the market value of the property, to the extent it exceeds the objective value, are expected to succeed with very high probability.
-
Five (5) petitions for annulment have been filed and were pending before the Council of State related to LOV, 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 LOV 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 third and fourth petitions took place on 24.04.2018 (again, further to successive postponements). The third and fourth petitions for annulment seek the annulment of a series of preapprovals 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, which was heard on 21.03.2017, 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, LOV 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 LOV. Two opposing lawsuits have been filed; the first one was filed by the Company and LOV and is seeking to have identified that the conditions for the 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 Multimember First Instance Court issued decision No, 1522/2017, whereby the Company's and the LOV's lawsuit was rejected and the opposing lawsuit filed by Eurobank Leasing was partially accepted.
The Company and LOV filed appeal Νo. 572531/504467/2017. "EUROBANK Leasing S.A." also filed an appeal (Νo. 573006/50450/2017) and "BLUE LAND S.A." intervened again in favour of
Eurobank Leasing. The hearing of both appeals has been set for 11.10.2018 (further to postponements). Currently, all alternatives are being considered, including the possibility of an extrajudicial settlement.
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 third, 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. That hearing in the Court of Appeals has been set for 26.10.2017, when it was postponed for 07.02.2019. 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 had been reenacted so that those lawsuits were scheduled to be heard on 18.03.2015, when hearing was postponed for 25.01.2017 and then again cancelled. A new hearing for these lawsuits was set for 21.02.2018 and then again cancelled.
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. A new hearing has been set for 10.10.2018. 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. Given the outcome of the hearing before the Supreme Court, it is likely that a new hearing will be set for said action as well. 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, when it was cancelled. 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".
In relation to the above mentioned cases the Management estimates that apart from the case of "Ilida Business Center", there is no need for further provision for future cash outflow. In relation to the "Ilida Business Center", a provision of €12.977 thousand has been formed in 2017, corresponding to the return of the ownership of an office building owned by the subsidiary Lamda Olympia Village SA as an estimation by the Management, taking into consideration the today's valuation of this certain property as well as the potential benefits from the favorable conditions of the transaction's financing. The transaction is anticipated to be completed during the second quarter of 2018.
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 | 01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
| i) Sales of goods and services | ||||
| - subsidiaries | - | - | 787 | 243 |
| - joint ventures | 32 | 72 | 15 | 55 |
| - associates | - | - | 17 | 17 |
| 3 2 |
7 2 |
819 | 315 | |
| ii) Purchases of goods and services | ||||
| - subsidiaries | - | - | 236 | 229 |
| - joint ventures | - | 91 | - | - |
| - | 9 1 |
236 | 229 | |
| iii) Benefits to management | ||||
| - salaries and other short-term employment benefits | 145 | 141 | 145 | 141 |
| 145 | 141 | 145 | 141 | |
| iv) Period-end balances from sales-purchases of goods/servises | ||||
| GROUP | COMPANY | |||
| all amounts in € thousands | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 |
| Receivables from related parties: | ||||
| - subsidiaries | - | - | 929 | - |
| - joint ventures | 39 | - | 18 | - |
| - associates | - | - | 21 | - |
| 3 9 |
- | 968 | - | |
| Payables to related parties: | ||||
| - subsidiaries | - | - | 2 | 70 |
| - | - | 2 | 7 0 |
|
| GROUP | COMPANY | |||
| 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 | |
| v) Loans to associates: | ||||
| Balance at the beginning of the period | 657 | 1.111 | 28.926 | 86.414 |
| Loans granted during the period | - | 360 | 618 | - |
| Loan repayments/Transfer to share capital | (588) | (825) | - | - |
| Interest repayments/Transfer to share capital | (18) | (17) | - | - |
| Loan repayments | (54) | - | - | (24.300) |
| Loan and interest impairment | - | - | (80) | (34.318) |
| Interest charged | 2 | 28 | 275 | 1.130 |
| Balance at the end of the period | - | 657 | 29.739 | 28.926 |
At Company level, the loans to associates refer to loans of initial capital €81m 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.
1 January - 31 March 2018
| vi) Loans from associates: | 31.03.2018 | 31.12.2017 | 31.03.2018 | 31.12.2017 |
|---|---|---|---|---|
| Balance at the beginning of the period | - | 17.947 | 40.808 | 21.974 |
| Loans received during the year | - | - | - | 18.243 |
| Loan repayments | - | - | (700) | (700) |
| Acquisition of participations | - | (18.302) | - | - |
| Borrowings transaction costs - amortization | - | - | 5 | 18 |
| Interest paid | - | - | (31) | (141) |
| Interest charged | - | 355 | 508 | 1.414 |
| Balance at the end of the period | - | - | 40.590 | 40.808 |
At Company level, the loans from associates refer to loans of initial capital €36m that the parent company has granted to its subsidiary LAMDA Prime Properties SA and the joint venture LOV Luxembourg SARL. During the current period, the Company repaid the amount of €700k to its subsidiary LAMDA Prime Properties SA. At Group level, following the acquisition of 25% of LOV Luxembourg SARL and 50% of LAMDA OLYMPIA VILLAGE SA, there are no more loans from associates.
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
BASIC
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
01.01.2018 to 31.03.2018 |
01.01.2017 to 31.03.2017 |
| Profit/(loss) attributable to equity holders of the Company | 2.167 | 1.711 | (3.597) | (3.660) |
| Weighted average number of ordinary shares in issue | 77.856 | 77.356 | 77.856 | 77.356 |
| Basic earnings/(losses) per share (in € per share) | 0,03 | 0,02 | (0,05) | (0,05) |
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 | 01.01.2018 to 31.03.2018 2.167 |
01.01.2017 to 31.03.2017 1.711 |
01.01.2018 to 31.03.2018 (3.597) |
01.01.2017 to 31.03.2017 (3.660) |
|
| Profit/(loss) used to determine dilluted earnings per share | |||||
| Weighted average number of ordinary shares in issue | 77.856 | 77.356 | 77.856 | 77.356 | |
| Adjustment for share options: | |||||
| Employees share option scheme | - | - | - | - | |
| Weighted average number of ordinary shares for dilluted | |||||
| earnings per share | 77.856 | 77.356 | 77.856 | 77.356 | |
| Diluted earnings/(losses) per share (in € per share) | 0,03 | 0,02 | (0,05) | (0,05) |
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 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 15%, 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.
Tax certificate and unaudited tax years
The unaudited tax years for the Company and the Group's companies are as follows:
| Fiscal years unaudited by the tax authorities |
Fiscal years unaudited by the tax authorities |
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|---|---|---|---|---|---|
| Company | Company | ||||
| LAMDA Development SA | 2012-2017 | ||||
| LAMDA Olympia Village SA | 2012-2017 | ||||
| PYLAIA SA | 2012-2017 | METROPOLITAN EVENTS | 2012-2017 | ||
| LAMDA Domi SA | 2012-2017 | Property Development DOO | 2010-2017 | ||
| LAMDA Flisvos Marina SA | 2012-2017 | Property Investments DOO | 2008-2017 | ||
| LAMDA Prime Properties SA | 2012-2017 | LAMDA Development Romania SRL | 2010-2017 | ||
| LAMDA Estate Development SA | 2012-2017 | LAMDA Development Sofia EOOD | 2006-2017 | ||
| LD Trading SA | 2012-2017 | SC LAMDA MED SRL | 2005-2017 | ||
| KRONOS PARKING SA | 2012-2017 | LAMDA Development Montenegro DOO | 2007-2017 | ||
| LAMDA Erga Anaptyxis SA | 2012-2017 | LAMDA Development (Netherlands) BV | 2008-2017 | ||
| LAMDA Flisvos Holding SA | 2012-2017 | Robies Services Ltd | 2007-2017 | ||
| LAMDA Leisure SA | 2012-2017 | Robies Proprietati Imobiliare SRL | 2007-2017 | ||
| GEAKAT SA | 2012-2017 | SC LAMDA Properties Development SRL | 2007-2017 | ||
| MALLS MANAGEMENT SERVICES SA | 2012-2017 | Singidunum-Buildings DOO | 2007-2017 | ||
| MC Property Management SA | 2012-2017 | GLS OOD | 2006-2017 | ||
| LAMDA Akinhta SA | 2012-2017 | LOV Luxembourg SARL | 2013-2017 | ||
| LAMDA Dogus Marina Investments SA ATHENS METROPOLITAN EXPO SA |
2012-2017 2012-2017 |
TIHI EOOD | 2008-2017 | ||
| 1 January 2016, the Greek sociιtιs anonymes and limited liability companies whose annual financial statements are audited compulsorily, were required to obtain an 'Annual Tax Certificate', which is issued after a tax audit is performed by the same statutory auditor or audit firm that audits the annual financial statements. For fiscal years starting from 1 January 2016 and onwards, the 'Annual Tax Certificate' is optional, however the Group will obtain such certificate. In accordance with the Greek tax legislation and the respective Ministerial Decisions issued, additional taxes and penalties may be imposed by the Greek tax authorities following a tax audit within the applicable statute of limitations (i.e. in principle five years as from the end of the fiscal year within which the relevant tax return should have been submitted), irrespective of whether an unqualified tax certificate has been obtained from the tax paying company. |
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| For the fiscal year 2017 tax audit is currently carried out by PriceWaterhouseCoopers SA., and the relevant tax certificate is expected to be issued after the publication of the semi-annual financial statements for 2018. |
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| Up to 31.12.2016 the Company and PYLEA SA have been officially served with audit mandate by the competent Greek tax authorities for the year 2010. Consequently, the State is not anymore entitled, due to the lapse of the statute of limitation, to issue assessment sheets and assessment acts for taxes, duties, contributions and surcharges for the years up to 2010, pursuant to the following provisions: (a) para. 1 art. 84 of Law 2238/1994 (unaudited cases of Income taxation), (b) para. 1 art. 57 of Law 2859/2000 |
(unaudited cases of Value Added Tax), and, (c) para. 5 art. 9 of Law 2523/1997 (imposition of penalties for income tax cases).
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. As a result, the Group's tax obligations have not been defined permanently. The total amount of the cumulative provision made for the Group's and Company's unaudited, by the tax authorities, years amount to €0.2m and €0m respectively.
20. Number of employees
Number of employees at the end of the period: Group 226, Company 78 (three month period ended 31 March 2017: Group 219, Company 73) from which there are no seasonal (three month period ended 31 March 2017: 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.