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Lamda Development S.A. — Interim / Quarterly Report 2019
May 30, 2019
2660_10-q_2019-05-30_699a85a7-0410-451f-95fe-0273a647a49a.pdf
Interim / Quarterly Report
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Condensed separate and consolidated interim financial statements in accordance with International Financial Reporting Standards («IFRS»)
1 January – 31 March 2019
LAMDA Development S.A.
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. | Segment information | 11 |
| 4. | Investment property | 13 |
| 5. | Property, plant and equipment | 14 |
| 6. | Investments in subsidiaries, joint ventures and associates | 15 |
| 7. | Financial instruments by category | 20 |
| 8. | Borrowings | 20 |
| 9. | Income tax expense | 22 |
| 10. Cash generated from operations | 24 | |
| 11. Commitments | 24 | |
| 12. Contingent liabilities | 24 | |
| 13. Related party transactions | 26 | |
| 14. Earnings per share | 28 | |
| 15. Changes in accounting policies | 28 | |
| 16. Events after the balance sheet date | 30 |
Statement of financial position
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 | |
| all amounts in € thousands ASSETS |
|||||
| Non-current assets | 4 | 852.115 | 852.115 | 1.840 | 1.840 |
| Investment property | |||||
| Right-of-use assets | 15 | 78.788 | - | 1.432 | - |
| Property, plant and equipment | 5 | 8.056 | 5.877 | 631 | 648 |
| Investments in subsidiaries | 6 | - | - | 310.283 | 308.307 |
| Investments in joint ventures and associates Deferred tax assets |
6 | 32.260 8.443 |
30.529 7.739 |
7.759 7.863 |
7.759 7.185 |
| Derivative financial instruments | 285 | 285 | - | - | |
| Receivables | 27.195 | 27.339 | 8.020 | 8.013 | |
| 1.007.141 | 923.885 | 337.829 | 333.754 | ||
| Current assets | |||||
| Inventories | 9.367 | 9.366 | - | - | |
| Trade and other receivables | 37.325 | 40.574 | 21.713 | 24.424 | |
| Current tax assets | 3.049 | 3.567 | 2.988 | 2.987 | |
| Financial instruments held at fair value through profit or loss |
595 | 595 | - | - | |
| Cash and cash equivalents | 69.665 | 67.875 | 7.964 | 12.245 | |
| 120.002 | 121.976 | 32.665 | 39.656 | ||
| Total assets | 1.127.143 | 1.045.861 | 370.494 | 373.410 | |
| EQUITY AND LIABILITIES | |||||
| Equity attributable to equity holders of the parent | |||||
| Share capital and share premium | 376.663 | 376.663 | 376.663 | 376.663 | |
| Other reserves | 7.575 | 6.900 | 3.012 | 3.012 | |
| Retained earnings/(Accumulated losses) | (26.270) | (28.447) | (190.612) | (187.233) | |
| 357.968 | 355.117 | 189.063 | 192.442 | ||
| Non-controlling interests | 81.035 | 79.500 | - | - | |
| Total equity | 439.002 | 434.616 | 189.063 | 192.442 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Borrowings | 8 | 308.181 | 305.835 | - | - |
| Lease liability | 15 | 78.353 | - | 632 | - |
| Deferred tax liabilities | 107.365 | 106.683 | - | - | |
| Employee benefit obligations | 1.191 | 1.202 | 812 | 812 | |
| Other non-current liabilities | 1.266 | 1.330 | 54.044 | 53.654 | |
| 496.356 | 415.049 | 55.489 | 54.466 | ||
| Current liabilities | |||||
| Borrowings | 8 | 139.691 | 141.006 | 96.128 | 96.128 |
| Lease liability | 15 | 425 | - | 801 | - |
| Trade and other payables | 47.667 | 53.626 | 29.013 | 30.374 | |
| Current tax liabilities | 4.001 | 1.563 | - | - | |
| 191.785 | 196.195 | 125.942 | 126.502 | ||
| Total liabilities | 688.141 | 611.244 | 181.431 | 180.968 | |
| Total equity and liabilities | 1.127.143 | 1.045.861 | 370.494 | 373.410 |
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, 2019.
Condensed Interim Financial Information 1 January - 31 March 2019
0,04 0,03 (0,04) (0,05)
Income Statement
| COMPANY | |||||
|---|---|---|---|---|---|
| Note | 01.01.2019 to | 01.01.2018 to | 01.01.2019 to | 01.01.2018 to 31.03.2018 |
|
| 20.215 | 19.684 | 347 | 844 | ||
| (2.044) | (2.620) | - | - | ||
| (2.173) | (1.970) | (1.396) | (1.513) | ||
| (211) | (192) | (242) | (35) | ||
| (1.154) | (1.340) | (826) | (973) | ||
| 14.634 | 13.563 | (2.117) | (1.677) | ||
| 11 | 7 | 279 | 277 | ||
| (6.559) | (6.672) | (2.219) | (2.956) | ||
| Share of net profit of investments accounted for using the | (769) | (198) | - | - | |
| 7.317 | 6.700 | (4.056) | (4.356) | ||
| (2.932) | (3.136) | 678 | 759 | ||
| 4.385 | 3.564 | (3.379) | (3.597) | ||
| 2.851 | 2.167 | (3.379) | (3.597) | ||
| 1.534 | 1.397 | - | - | ||
| 4.385 | 3.564 | (3.379) | (3.597) | ||
| 14 | |||||
| 31.03.2019 | GROUP 31.03.2018 |
31.03.2019 |
Total Comprehensive Income Statement
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
| Profit/(loss) for the period | 4.385 | 3.564 | (3.379) | (3.597) |
| Cash flow hedges, after tax | - | 78 | - | - |
| Currency translation differences | - | (2) | - | - |
| Items that may be subsequently reclassified to profit or loss | - | 76 | - | - |
| Total comprehensive income for the period | 4.385 | 3.640 | (3.379) | (3.597) |
| Profit/(loss) attributable to: | ||||
| Equity holders of the parent | 2.851 | 2.219 | (3.379) | (3.597) |
| Non-controlling interest | 1.534 | 1.421 | - | - |
| 4.385 | 3.640 | (3.379) | (3.597) |
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 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 | - | (2) | - | (2) | - | (2) |
| Total comprehensive income for the period | - | 51 | 2.167 | 2.219 | 1.421 | 3.640 |
| Transactions with the shareholders: Statutory reserves |
- | 28 | (28) | - | - | - |
| - | 28 | (28) | - | - | - | |
| 31 March 2018 | 376.800 | 6.498 | (68.239) | 315.060 | 65.957 | 381.017 |
| 1 January 2019 | 376.663 | 6.900 | (28.447) | 355.117 | 79.500 | 434.616 |
| Total Income: Profit for the period |
- | - | 2.851 | 2.851 | 1.534 | 4.385 |
| Other comprehensive income for the period: | ||||||
| Actuarial gains/(losses), after tax Total comprehensive income for the period |
- - |
3 3 |
(3) 2.848 |
- 2.851 |
- 1.534 |
- 4.385 |
| Transactions with the shareholders: Statutory reserves |
- | 672 | (672) | - | - | - |
| - | 672 | (672) | - | - | - | |
| 31 March 2019 | 376.663 | 7.575 | (26.270) | 357.968 | 81.035 | 439.002 |
Statement of changes in equity (Company)
| all amounts in € thousands | Share capital | Other reserves | Retained earnings / (Accumulated losses) |
Total equity |
|---|---|---|---|---|
| COMPANY | ||||
| 1 January 2018 | 376.800 | 3.007 | (168.803) | 211.004 |
| 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 | (172.400) | 207.407 |
| 1 January 2019 | 376.663 | 3.012 | (187.233) | 192.442 |
| Total Income: | ||||
| Loss for the period | - | - | (3.379) | (3.379) |
| Total comprehensive income for the period | - | - | (3.379) | (3.379) |
| 31 March 2019 | 376.663 | 3.012 | (190.612) | 189.063 |
Condensed Interim Financial Information 1 January - 31 March 2019
Cash Flow Statement
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| all amounts in € thousands | Note | 01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
|
| Cash flows from operating activities | ||||||
| Cash generated from / (used in) operations | 10 | 9.422 | 11.221 | (2.779) | 307 | |
| Interest and other finance costs paid | (4.927) | (6.130) | (1.718) | (7.002) | ||
| Interest expense on lease liabilities | (856) | - | (15) | - | ||
| Income taxes paid | 4 | (45) | - | - | ||
| Net cash inflow/(outflow) from operating activities | 3.643 | 5.045 | (4.497) | (6.695) | ||
| Cash flows from investing activities | ||||||
| Purchase of property, plant and equipment and investment property | 4,5 | (2.490) | (111) | (21) | (12) | |
| Proceeds from sale of investment property | 4 | - | 6.500 | - | - | |
| Loans to/from related parties | 13 | - | (620) | - | (620) | |
| Interest received | 11 | 7 | - | 2 | ||
| Proceeds from sale/liquidation of participation | - | 1.987 | - | 1.987 | ||
| (Purchase)/sale of financial instruments held at fair value through profit or loss | - | 1.591 | - | 1.591 | ||
| (Increase)/decrease in the share capital of participations | 6 | (2.500) | - | (1.976) | - | |
| Restricted cash | - | (450) | 2.500 | 5.862 | ||
| Net cash inflow (outflow) from investing activities | (4.979) | 8.904 | 503 | 8.812 | ||
| Cash flows from financing activities | ||||||
| Borrowings | 8 | 3.238 | - | - | - | |
| Repayment of borrowings from related parties | 13 | - | - | (85) | (700) | |
| Repayment of borrowings | 8 | (2.485) | (4.538) | - | - | |
| Lease payments | (105) | - | (202) | - | ||
| Borrowings transaction costs | 8 | (22) | - | - | - | |
| Restricted cash | 2.500 | - | - | - | ||
| Net cash inflow (outflow) from financing activities | 3.127 | (4.538) | (287) | (700) | ||
| Net increase (decrease) in cash and cash equivalents | 1.791 | 9.412 | (4.281) | 1.417 | ||
| Cash and cash equivalents at the beginning of the period | 67.875 | 86.244 | 12.245 | 29.894 | ||
| Cash and cash equivalents at end of period | 69.665 | 95.656 | 7.964 | 31.311 |
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, 2019. The names of the subsidiaries are disclosed in note 6 of these financial statements. The annual financial statements of the Company and the consolidated entities for the year ended at 31 December 2018, are available in the parent company's website www.lamdadev.com.
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, 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 31.03.2019 with interest held at 53.82% of the share capital and therefore the Group's financial statements are included in its consolidated financial statements.
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, 2019.
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 2018 which are available on the Group's 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, 2018 apart from the adoption of the new standard, which impact is disclosed in note 15.
These Company and consolidated financial statements 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.
The management is undergoing negotiations with the counterparties in relation to the refinancing of the Group short-term loans of €101.4m, a procedure that has not been completed until the date of these financial statements' release (note 8). In relation to the Company's syndicated bond loan, amount of €96.1m, the bond holders have approved an extension until 30.06.2019, following a respective request. The extension was regarded as necessary due to the complicity of the specific syndicate bond loan and
will allow a more efficient negotiation for the rest of the programme's terms. Τhe Management expects that the loan will be refinanced successfully.
In addition, regarding the bond loan of the subsidiary PYLAIA SA amount of €64.8m at 31.03.2019, tranches of €23m are included in the short-term borrowings of the Group, the refinancing of which was completed at 19.04.2019. It has a seven-year tenor and the purpose is the repayment of a) the existing loan and b) the overdraft account.
The following specific matters should be noted that may impact the operations of the Group in the foreseeable future:
The macroeconomic and financial environment in Greece is showing continuous signs of stability, evidenced by the official exit from the international bailout programme on August 20, 2018. However uncertainties continue to exist, since the country is under a "post-programme surveillance" programme where it will have to show its progress in meeting budget and reform targets, while economy remains very sensitive to fluctuations in the external environment. The capital controls initially imposed on June 28, 2015 continue to be in place but have been eased over time. Despite the aforementioned uncertainties, the Group's operations continue without any disruption while the Group's shopping centers show further improvement of their profitability and also, there is a positive change in the discount rates; 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 12 "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, 2019. In this uncertain economic environment, management continually assesses the situation, in this uncertain economic environment, 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 financial statements for the period ended December 31, 2018, 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 annual 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 financial statements for the period ended December 31, 2018.
2.2. 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 1.1.2019. 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 16 "Leases"
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 recognize 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 effect of this standard on the Group is disclosed in note 15.
IAS 28 (Amendments) "Long term interests in associates and joint ventures"
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.
IFRIC 23 "Uncertainty over income tax treatments"
The interpretation explains how to recognize 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.
IAS 19 (Amendments) "Plan amendment, curtailment or settlement"
The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur.
Annual Improvements to IFRS (2015 – 2017 Cycle)
The amendments set out below include changes to four IFRSs.
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.
Standards and Interpretations effective for subsequent periods
IFRS 3 (Amendments) "Definition of a business" (effective for annual periods beginning on or after 1 January 2020)
The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. The amendments have not yet been endorsed by the EU.
IAS 1 and IAS 8 (Amendments) "Definition of a material" (effective for annual periods beginning on or after 1 January 2020)
The amendments clarify the definition of material and how it should be applied by including in the definition guidance which until now was featured elsewhere in IFRS. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRS. The amendments have not yet been endorsed by the EU.
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. 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 2019 were as follows:
| Real estate | |||||||
|---|---|---|---|---|---|---|---|
| all amounts in € thousands | GREECE | BALKANS | Administrative and Management Services |
Eliminations among segments |
Total | ||
| Shopping centers |
Other investment property and land |
Other investment property and land |
|||||
| Revenue from third parties | 19.594 | 683 | - | 2 | 288 | (352) | 20.215 |
| Other direct property operating expenses | (2.917) | (148) | - | - | - | 1.021 | (2.044) |
| Other | (125) | (101) | - | (80) | (2.351) | (669) | (3.327) |
| Share of profit / (loss) from joint ventures and associates | - | (390) | - | (379) | - | - | (769) |
| EBITDA | 16.553 | 43 | (458) | (2.063) | - | 14.076 |
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 and land |
Other investment property and land |
||||||
| Revenue from third parties | 19.438 | 268 | 2 | 386 - |
(410) | 19.684 | ||
| Other direct property operating expenses Other Share of profit / (loss) from joint ventures and associates |
(3.341) (72) - |
(129) (76) 106 |
- (70) (304) |
- (2.652) - |
850 (440) - |
(2.620) (3.310) (198) |
||
| EBITDA | 16.025 | 170 | (373) | (2.266) | - | 13.556 |
It is noted that the analysis of the operating results per segment has been enriched with additional information with regard to administrative and management services which are not related to the motoring of the operating segments in Greece and Balkans.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
| Real estate | |||||
|---|---|---|---|---|---|
| all amounts in € thousands | GREECE | BALKANS | Total | ||
| Shopping centers |
Other investment |
Other investment |
Administrative and Management | ||
| 31 March 2019 | property | property | Services | ||
| Assets per segment | 958.025 | 61.474 | 36.785 | 70.859 | 1.127.143 |
| Expenditure of non-current assets | 2.052 | 3 | 3 | 101 | 2.159 |
| Liabilities per segment | 518.367 | 50.112 | 286 | 119.376 | 688.141 |
| all amounts in € thousands | Real estate GREECE |
BALKANS | Total | ||
| Shopping | Other | Other | |||
| 31 December 2018 | centers | investment property |
investment property |
Administrative and Management Services |
|
| Assets per segment | 873.802 | 62.006 | 34.826 | 75.227 | 1.045.861 |
| Expenditure of non-current assets | 2.289 | 30.003 | 3 | 101 | 32.396 |
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 | 31.03.2019 | 31.03.2018 |
| EBITDA | 14.075 | 13.556 |
| Depreciation of ppe | (211) | (192) |
| Finance income | 11 | 7 |
| Finance costs | (6.559) | (6.672) |
| Profit before income tax | 7.317 | 6.700 |
| Income tax expense | (2.932) | (3.136) |
| Profit for the period | 4.385 | 3.564 |
B) Geographical segments
The segment information for the three month period ended 31 March 2019 were as follows:
| 31 March 2019 | ||
|---|---|---|
| all amounts in € thousands | Total revenue | Non-current assets |
| Greece | 20.214 | 977.820 |
| Balkans | 2 | 29.322 |
| 20.215 | 1.007.142 |
The segment information for the three month period ended 31 December 2018 were as follows:
| 31 December 2018 all amounts in € thousands |
Total revenue | Non-current assets |
|---|---|---|
| Greece | 79.253 | 896.604 |
| Balkans | 127 | 27.281 |
| 79.379 | 923.885 |
4. Investment property
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 | |
| Balance at 1 January | 852.115 | 768.415 | 1.840 | 1.840 | |
| Net gain/(loss) from fair value adjustment on investment property | - | 56.836 | - | - | |
| Acquisition of investment property | - | 30.000 | - | - | |
| Subsequent expenditure on investment property | - | 264 | - | - | |
| Additional property cost | - | 3.100 | - | - | |
| Disposals | - | (6.500) | - | - | |
| Balance at the end of period | 852.115 | 852.115 | 1.840 | 1.840 |
The investment property includes property operating lease that amounts to €181.2m and is related to Mediterranean Cosmos Shopping Centre.
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 of the investment property 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 of the annual financial statements for 2018.
More precisely, at 31.03.2019, 92% of total fair value of the Group's investment property relates to Shopping Centres and 5% 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 2065 and Golden Hall has an 85 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, 2018 are as follows:
| Discount rate | |||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | ||||
| Malls | |||||
| The Mall Athens | 9,00% | 9,50% | |||
| Med.Cosmos | 9,75% | 10,75% | |||
| Golden Hall | 9,50% | 9,75% | |||
| Office buildings | |||||
| Ilida, Maroussi | 9,00% | - | |||
| Cecil, Kefalari | 9,25% | 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 valuations of the following investment properties of an increase/decrease in the discount rate by +/-25 basis points (+/- 0,25%) per Shopping Mall and Office Building.
| all amounts in € millions | Discount rate +0,25% |
Discount rate -0,25% |
||
|---|---|---|---|---|
| The Mall Athens | -6,1 | 6,3 | ||
| Med.Cosmos | -2,7 | 2,8 | ||
| Golden Hall | -3,7 | 3,8 | ||
| Malls | -12,5 | 12,9 | ||
| Ilida, Maroussi | -0,5 | 0,5 | ||
| Cecil, Kefalari | -0,2 | 0,2 | ||
| Office buildings | -0,7 | 0,7 | ||
| Total | -13,2 | 13,5 |
The above mentioned valuations of the investment property as at 31 December 2018 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 €852.1m of the total investment property, there are real estate liens and pre-notices over these assets.
5. 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 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 income statement | - | - | - | - | (9) | (9) |
| 31 March 2018 | 798 | 6.196 | 7.973 | 2.933 | 1.590 | 19.489 |
| 1 January 2019 | 836 | 6.379 | 8.550 | 2.978 | 2.742 | 21.484 |
| Additions | - | - | 40 | 9 | 2.440 | 2.490 |
| Disposals / Write-offs | (269) | - | (52) | (11) | - | (331) |
| 31 March 2019 | 567 | 6.379 | 8.538 | 2.977 | 5.183 | 23.643 |
| Accumulated depreciation | ||||||
| 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) | (6.767) | (2.730) | - | (15.103) |
1 January - 31 March 2019
| 1 January 2019 | (501) | (5.362) | (6.963) | (2.782) | - | (15.608) |
|---|---|---|---|---|---|---|
| Depreciation charge | (10) | (87) | (72) | (15) | - | (183) |
| Disposals / Write-offs | 143 | - | 50 11 |
- | 204 | |
| 31 March 2019 | (368) | (5.449) | (6.985) | (2.786) | - | (15.587) |
| Closing net book amount at 31 March 2018 | 332 | 1.056 | 1.206 | 203 | 1.590 | 4.386 |
| Closing net book amount at 31 March 2019 | 199 | 930 | 1.553 | 191 | 5.183 | 8.056 |
| all amounts in € thousands | Lease hold land | Vehicles and machinery |
Furniture, fittings and equipment |
Software | Total | |
| COMPANY - Cost | ||||||
| 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 |
1 January 2019 367 190 1.507 2.774 4.838
| Additions | - | (0) | 12 | 9 | 21 |
|---|---|---|---|---|---|
| 31 March 2019 | 367 | 190 | 1.519 | 2.783 | 4.859 |
| Accumulated depreciation | |||||
| 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) |
| 1 January 2019 | (264) | (102) | (1.182) | (2.642) | (4.190) |
| Depreciation charge | (3) | (4) | (18) | (13) | (38) |
| Disposals / Write-offs | - | - | - | - | - |
| 31 March 2019 | (267) | (106) | (1.200) | (2.655) | (4.228) |
| Closing net book amount at 31 March 2018 | 112 | 102 | 271 | 140 | 624 |
| Closing net book amount at 31 March 2019 | 100 | 84 | 319 | 128 | 631 |
6. Investments in subsidiaries, joint ventures and associates
The Group's structure on March 31, 2019 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% | Robies Proprietati Imobiliare SRL | Romania | Indirect | 90,0% |
| LAMDA Domi SA | Greece | Indirect | 68,3% | LAMDA Development Sofia EOOD | Bulgaria | 100,0% | |
| LAMDA Malls SA | Greece | 68,3% | TIHI EOOD | Bulgaria | Indirect | 100,0% | |
| LAMDA Olympia Village SA | Greece | 100,0% | LOV Luxembourg SARL | Luxembourg | Indirect | 100,0% | |
| LAMDA Estate Development SA | Greece | 100,0% | Hellinikon Global I SA | Luxembourg | 100,0% | ||
| LAMDA Prime Properties SA | Greece | 100,0% | LAMDA Development (Netherlands) BV | Netherlands | 100,0% | ||
| LAMDA ILIDA OFFICE SA | Greece | 100,0% | Robies Services Ltd | Cyprus | 90,0% | ||
| MALLS MANAGEMENT SERVICES SA | Greece | 100,0% | Joint ventures | ||||
| MC Property Management SA | Greece | 100,0% | Lamda Dogus Marina Investments SA | Greece | 50,0% | ||
| KRONOS PARKING SA | Greece | Indirect | 100,0% | LAMDA Flisvos Marina SA | Greece | Indirect | 32,2% |
| LAMDA Erga Anaptyxis SA | Greece | 100,0% | LAMDA Flisvos Holding SA | Greece | Indirect | 41,7% | |
| LAMDA Leisure SA | Greece | 100,0% | LAMDA Akinhta SA | Greece | 50,0% | ||
| GEAKAT SA | Greece | 100,0% | Singidunum-Buildings DOO | Serbia | Indirect | 72,9% | |
| LAMDA Real Estate Management SA | Greece | 100,0% | GLS OOD | Bulgaria | Indirect | 50,0% | |
| Property Development DOO | Serbia | 100,0% | Associates | ||||
| Property Investments DOO | Serbia | 100,0% | ATHENS METROPOLITAN EXPO SA | Greece | 11,7% | ||
| LAMDA Development Montenegro DOO | Montenegro | 100,0% | METROPOLITAN EVENTS | Greece | Indirect | 11,7% | |
| LAMDA Development Romania SRL | Romania | 100,0% | 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:
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held | Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
| LAMDA OLYMPIA VILLAGE SA | Greece | 100% | 159.365 | - | 159.365 | 159.365 | - | 159.365 |
| LAMDA MALLS SA | Greece | 68,3% | 51.496 | - | 51.496 | 51.496 | - | 51.496 |
| LAMDA ESTATE DEVELOPMENT SA | Greece | 100% | 45.461 | 27.424 | 18.036 | 46.184 | 27.424 | 18.760 |
| LAMDA PRIME PROPERTIES SA | Greece | 100% | 9.272 | - | 9.272 | 9.272 | - | 9.272 |
| LAMDA ILIDA OFFICE SA | Greece | 100% | 300 | - | 300 | 100 | - | 100 |
| GEAKAT SA | Greece | 100% | 15.023 | 10.030 | 4.993 | 15.023 | 10.030 | 4.993 |
| LAMDA ERGA ANAPTYXIS SA | Greece | 100% | 9.070 | - | 9.070 | 9.070 | - | 9.070 |
| LAMDA REAL ESTATE MANAGEMENT SA | Greece | 100% | 1.110 | 1.110 | - | 1.110 | 1.110 | - |
| 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 E.O.O.D. | Bulgaria | 100% | 363 | 363 | - | 363 | 363 | - |
| LAMDA DEVELOPMENT D.O.O. (BEOGRAD) | Serbia | 100% | - | - | - | - | - | - |
| PROPERTY DEVELOPMENT D.O.O. | 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% | 1.823 | 1.823 | - | 1.823 | 1.823 | - |
| LAMDA DEVELOPMENT (NETHERLANDS) BV | Netherlands | 100% | 81.678 | 27.200 | 54.478 | 79.178 | 27.200 | 51.978 |
| LAMDA DEVELOPMENT MONTENEGRO D.O.O. | Montenegro | 100% | 800 | 800 | - | 800 | 800 | - |
| LOV LUXEMBOURG SARL (έμμεσα) | Luxembourg | 100% | 218 | - | 218 | 218 | - | 218 |
| HELLINIKON GLOBAL I SA | Luxembourg | 100% | 36 | - | 36 | 36 | - | 36 |
| Investment in subsidiaries | 391.458 | 81.175 | 310.283 | 389.482 | 81.175 | 308.307 |
The movement in investment in subsidiaries is as follows:
| COMPANY | |||||
|---|---|---|---|---|---|
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | |||
| Balance at 1 January | 308.307 | 285.018 | |||
| Additions | - | 100 | |||
| Increase/(decrease) in share capital | 1.976 | 25.888 | |||
| Provision for impairment | - | (2.699) | |||
| Balance at end of period | 310.283 | 308.307 |
Share capital increase/decrease
The Group's subsidiary LAMDA Estate Development SA decreased its share capital by €0.7m. In the contrary, the Company participated in the share capital increase of the companies Lamda Development (Netherlands) BV and LAMDA ILIDA OFFICE SA by €2.5m and €0.2m respectively.
Non-controlling interest
The non-controlling interest of the Group amounts to €81.0m at 31.03.2019 (31.12.2018: €79.5m) out of which €81.2m 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.
The main financial statements of LAMDA MALLS SA's sub-Group are presented below:
| Statement of financial position | GROUP | |||
|---|---|---|---|---|
| 31.03.2019 | 31.12.2018 | |||
| all amounts in € thousands | ||||
| Investment property | 390.850 | 390.850 | ||
| Right-of-use assets | 78.560 | - | ||
| Other non-current assets | 16.135 | 14.055 | ||
| Receivables | 9.754 | 10.884 | ||
| Cash and cash equivalents | 36.145 | 31.079 | ||
| 531.445 | 446.868 | |||
| Deferred income tax liabilities | 47.491 | 47.294 | ||
| Long-term borrowings | 106.868 | 104.122 | ||
| Long-term lease liabilities | 78.246 | - | ||
| Other non-current liabilities | 195 | 259 | ||
| Short-term borrowings | 30.986 | 30.882 | ||
| Short-term lease liabilities | 314 | - | ||
| Trade and other payables | 11.110 | 12.925 | ||
| 275.209 | 195.482 | |||
| Total equity | 256.236 | 251.386 | ||
| Income statement | GROUP | |||
| 01.01.2019 to | 01.01.2018 to | |||
| all amounts in € thousands | 31.03.2019 | 31.03.2018 | ||
| Revenue | 10.902 | 10.945 | ||
| Other operating income / (expenses) - net | (2.232) | (3.068) | ||
| Finance costs - net Profit before income tax |
(1.767) 6.904 |
(1.408) 6.469 |
||
| Income tax expense | (2.054) | (2.053) | ||
| Profit for the period | 4.849 | 4.416 | ||
| Comprehensive income statement | GROUP | |||
| 01.01.2019 to | 01.01.2018 to | |||
| all amounts in € thousands | 31.03.2019 | 31.03.2018 | ||
| Profit for the period | 4.849 | 4.416 | ||
| Other | - | 78 | ||
| Other comprehensive income for the period | 4.849 | 4.494 | ||
| Total comprehensive income for the period | 4.849 | 4.494 | ||
| Cash flow statement | GROUP | |||
| 01.01.2019 to | 01.01.2018 to | |||
| all amounts in € thousands | 31.03.2019 | 31.03.2018 | ||
| Cash flows from operating activities | 4.514 | 5.652 | ||
| Cash flows to investing activities | (2.224) | (16) | ||
| Cash flows to financing activities | 2.776 | (1.739) | ||
| Net increase in cash and cash equivalents | 5.066 | 3.897 | ||
(b) Investments of the Company and the Group in joint ventures
The Company's investment in joint ventures is as follows:
| COMPANY | 31.03.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held | Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
| LAMDA AKINHTA SA | Greece | 50,00% | 4.454 | 1.883 | 2.571 | 4.454 | 1.883 | 2.571 |
| LAMDA DOGUS MARINA INVESTMENTS SA | Greece | 50,00% | 4.022 | - | 4.022 | 4.022 | - | 4.022 |
| Investment in joint-ventures | 8.476 | 1.883 | 6.593 | 8.476 | 1.883 | 6.593 |
The Group's investment in joint ventures is as follows:
| GROUP | 31.03.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held | Cost | Share of interest held |
Carrying amount |
Cost | Share of interest held |
Carrying amount |
| LAMDA AKINHTA SA | Greece | 50,00% | 4.454 | (1.885) | 2.569 | 4.454 | (1.884) | 2.570 |
| LAMDA DOGUS MARINA INVESTMENTS SA | Greece | 50,00% | 4.022 | (2.059) | 1.963 | 4.022 | (1.671) | 2.351 |
| SINGIDUNUM-BUILDINGS DOO | Serbia | 74,66% | 43.595 | (19.451) | 24.144 | 41.095 | (19.033) | 22.062 |
| GLS OOD TOTAL |
Bulgaria | 50,00% | 55 52.126 |
(3) (23.398) |
52 28.728 |
55 49.626 |
(2) (22.591) |
52 27.035 |
The movement of the Company and the Group in investment in joint ventures is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 |
| Balance at 1 January | 27.035 | 22.627 | 6.593 | 6.703 |
| Increase/(decrease) in share capital | 2.500 | 5.567 | - | - |
| Share in profit/(loss) | (806) | (1.159) | - | - |
| Provision for impairment | - | - | - | (110) |
| Balance at end of period | 28.728 | 27.035 | 6.593 | 6.593 |
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 72.94% at 31.12.2018 to 74.66% at 31.03.2019, 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:
| Statement of financial position all amounts in € thousands |
31.03.2019 | 31.12.2018 | |
|---|---|---|---|
| Inventories | 74.774 | 73.652 | |
| Trade and other receivables | 200 | 414 | |
| Cash and cash equivalents | 227 | 1.273 | |
| 75.201 | 75.339 | ||
| Long-term borrowings | 40.020 | 40.020 | |
| Short-term borrowings | 2.500 | 5.000 | |
| Trade and other payables | 340 | 73 | |
| 42.860 | 45.092 | ||
| Total equity | 32.342 | 30.246 | |
| (Group's interest) | 74,66% | 72,94% | |
| Total equity | 24.145 | 22.062 |
1 January - 31 March 2019
| Income statement | ||
|---|---|---|
| 01.01.2019 to | 01.01.2018 to | |
| all amounts in € thousands | 31.03.2019 | 31.03.2018 |
| Revenue | - | - |
| Net loss from fair value adjustment on investment property | - | - |
| Other operating income / (expenses) - net | (67) | (23) |
| Finance costs - net | (306) | (335) |
| Loss before income tax | (374) | (358) |
| Income tax expense | ||
| Loss for the period | (374) | (358) |
| (Group's interest) | 74,66% | 68,26% |
| Loss for the period | (279) | (244) |
| Comprehensive income statement | ||
| 01.01.2019 to | 01.01.2018 to | |
| all amounts in € thousands | 31.03.2019 | 31.03.2018 |
| Loss for the period | (279) | (244) |
| Currency translation differences | - | - |
| Other comprehensive income for the period | (279) | (244) |
| Total comprehensive income for the period | (279) | (244) |
| Cash flow statement | ||
| 01.01.2019 to | 01.01.2018 to | |
| all amounts in € thousands | 31.03.2019 | 31.03.2018 |
| Cash flows from operating activities | (160) | (481) |
| Cash flows to investing activities | (887) | - |
| Cash flows to financing activities | - | 450 |
| Net increase/(decrease) in cash and cash equivalents | (1.046) | (31) |
(c) Investments of the Group and the Company in associates
The Group participates in the following associates' equity:
| GROUP | 31.03.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Country of | Share of interest | Carrying | Share of interest | Carrying | ||||
| Name | incorporation | % interest held | Cost | held | amount | Cost | held | amount |
| ATHENS METROPOLITAN EXPO SA | Greece | 11,67% | 1.167 | - | 1.167 | 1.167 | - | 1.167 |
| S.C. LAMDA MED SRL (Indirect) | Ρουμανία | 40,00% | 1.133 | 1.232 | 2.365 | 1.133 | 1.195 | 2.328 |
| TOTAL | 2.300 | 1.232 | 3.531 | 2.300 | 1.195 | 3.494 |
The movement of associates is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 |
| Balance at 1 January | 3.494 | 3.915 | 1.166 | 1.558 |
| Share in profit/(loss) | 37 | 170 | - | - |
| Decrease in share capital | - | (591) | - | (392) |
| Balance at end of period | 3.531 | 3.494 | 1.166 | 1.166 |
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.
Condensed Interim Financial Information 1 January - 31 March 2019
7. Financial instruments by category
| GROUP - 31.03.2019 | GROUP - 31.03.2019 | |||
|---|---|---|---|---|
| Financial assets at amortized cost |
Financial instruments held at fair value through profit or loss |
Liabilities at amortized cost |
||
| all amounts in € thousands | all amounts in € thousands | |||
| Trade and other receivables | 5.345 | - | Borrowings | 447.872 |
| Restricted cash | 10.538 | - | Trade and other payables | 4.337 |
| Cash and cash equivalents | 69.665 | - | Interest payable | 2.456 |
| Derivative financial instruments | - | 285 | Other financial payables | 31.594 |
| Other financial receivables | 13.748 | 595 | ||
| Total | 99.297 | 880 | Total | 486.259 |
| COMPANY - 31.03.2019 | COMPANY - 31.03.2019 | |||
| Financial assets at amortized cost |
Liabilities at amortized cost |
|||
| all amounts in € thousands | all amounts in € thousands | |||
| Trade and other receivables | 37 | Borrowings | 96.128 | |
| Restricted cash | 10.538 | Trade and other payables | 630 | |
| Loans to related parties | 7.993 | Loans from related parties | 54.177 | |
| Other financial receivables | 7.806 | Other financial payables | 25.630 | |
| Receivables from related parties | 405 | Liabilities to related parties | 2 | |
| Total | 26.779 | Total | 176.567 | |
| GROUP - 31.12.2018 | GROUP - 31.12.2018 | |||
| Loans and | Financial instruments held | Liabilities at | ||
| Financial assets | receivables | at fair value through profit or loss |
Financial liabilities | amortized cost |
| all amounts in € thousands | all amounts in € thousands | |||
| Trade and other receivables | 5.166 | - | Borrowings | 446.841 |
| Restricted cash | 13.038 | - | Trade and other payables | 8.404 |
| Cash and cash equivalents | 67.875 | - | Interest payable | 2.143 |
| Derivative financial instruments | - | 285 | Other financial payables | 32.249 |
| Other financial receivables | 13.385 | 595 | ||
| Total | 99.463 | 881 | Total | 489.638 |
| COMPANY - 31.12.2018 | COMPANY - 31.12.2018 | |||
| Loans and | Liabilities at | |||
| Financial assets | receivables | Financial liabilities | amortized cost | |
| all amounts in € thousands | all amounts in € thousands | |||
| Trade and other receivables | 29 | Borrowings | 96.128 | |
| Restricted cash | 13.038 | Trade and other payables | 1.339 | |
| Loans to related parties | 7.987 | Loans from related parties | 53.776 | |
| Other financial receivables | 7.443 | Other financial payables | 25.442 | |
| Receivables from related parties | 1.239 | Liabilities to related parties | 3 | |
| Total | 29.736 | Total | 176.688 |
8. Borrowings
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 |
| Non-current | ||||
| Bond borrowings | 308.181 | 305.835 | - | - |
| Total non-current | 308.181 | 305.835 | - | - |
| Current | ||||
| Bond borrowings | 132.511 | 133.826 | 96.128 | 96.128 |
| Overdraft account | 7.180 | 7.180 | - | - |
| Total current | 139.691 | 141.006 | 96.128 | 96.128 |
| Total borrowings | 447.872 | 446.841 | 96.128 | 96.128 |
| 12 months ended 31 December 2018 (amounts in € thousands ) | GROUP | COMPANY |
|---|---|---|
| Balance at 1 January 2018 | 441.887 | 123.137 |
| Bond borrowings | 120.228 | 25.000 |
| Overdraft account | 7.180 | - |
| Borrowings transaction costs - amortization | 2.157 | 767 |
| Borrowings transaction costs | (1.265) | - |
| Borrowings repayments | (123.345) | (52.776) |
| Balance at 31 December 2018 | 446.841 | 96.128 |
| 3 months ended 31 March 2019 (amounts in € thousands ) | GROUP | COMPANY |
| Balance at 1 January 2019 | 446.841 | 96.128 |
| Bond borrowings | 3.238 | - |
| Borrowings transaction costs - amortization | 299 | - |
| Borrowings transaction costs | (22) | - |
| Borrowings repayments | (2.485) | - |
| Balance at 31 March 2019 | 447.872 | 96.128 |
The movements in borrowings are as follows:
Borrowings are secured by mortgages on the Group's land and buildings (note 4), and in some cases by additional pledges of parent company's shares as well as and/or by assignment of subsidiaries' receivables (note 6) and insurance compensations. Regarding the Syndicated Bond Loan of the Company, pledges over certain assets and shares of Group companies incur.
Amortization of borrowings transaction costs of €2.0 are included in the total borrowings as at March 31, 2019, out of which €1.0m is applied to current borrowings whereas the rest €1.0m is applied to noncurrent borrowings.
The maturity of non-current borrowings is as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 | |
| Between 1 and 2 years | 213.926 | 216.733 | - | - | |
| Between 2 and 5 years | 7.407 | 10.763 | - | - | |
| Over 5 years | 86.847 | 78.338 | - | - | |
| 308.181 | 305.835 | - | - |
The carrying amount of the loans with floating rate approaches their fair value as it is presented in the statement of financial position.
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).
At 31.03.2019, the average base effective interest rate of the Group is -0.03% and the average bank spread is 4.00%. Therefore, the Group total effective borrowing rate stands at 3.97% at 31.03.2019.
The Company's secured syndicated bond loan of current balance €96.1m granted by Alpha Bank, Bank of Piraeus and Eurobank Ergasias has to satisfy the following 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 and the ratio of total net debt to investment portfolio must be ≤ 75%.
At Group level, at 31.03.2019 the Company's subsidiary LAMDA DOMI SA's secured syndicated bond loan of current balance €66.8m, granted by the following banking institutions: Eurobank Ergasias, Alpha Bank, Bank of Piraeus and HSBC France has the following covenants: Loan to value <60% and Debt Service Ratio >120%. Also, the secured 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%. Whereas, LAMDA OLYMPIA VILLAGE SA's secured bond loan of current
1 January - 31 March 2019
balance €178.6m, granted by HSBC, Eurobank Ergasias and Apollo Global Management fund's participation has the following covenants: Loan to value <65% and Debt Service Cover ratio >110%.At March 31, 2019, all above mentioned ratios are satisfied at Group and Company level.
At 31.03.2019 the short-term borrowings include the following liabilities:
- The Company's bond loan, amount of approximately €96.1m granted by Alpha Bank, Bank of Piraeus and Eurobank Ergasias.
- The loan of the subsidiary LAMDA Prime Properties SA, amount of approximately €5.3m granted by Alpha Bank.
- Tranches for the bond loan of the subsidiary PYLAIA SA, amount of €23,2m.
At 19.04.2019, the Management has completed the refinancing of PYLAIA SA's bond loan which has a seven-year tenor and the purpose is the repayment of a) the existing loan and b) of the overdraft account. Additionally, the Management is undergoing negotiations with the counterparties in relation to the refinancing of the rest of the above mentioned short-term loans, a procedure that has not been completed until the date of these financial statements' release.
- In relation to the Company's syndicated bond loan, the bond holders have approved an extension until 30.06.2019, following a respective request. The extension was regarded as necessary due to the complicity of the specific syndicate bond loan and will allow a more efficient negotiation for the rest of the programme's terms.
- The discussions regarding the loan of LAMDA Prime Properties S.A. (which owns the building Cecil at Kefalari) are at an advanced stage and the Management expects that the loan will be refinanced successfully, following a respective request for an extension, until 30.06.2019.
9. Income tax expense
The corporate income tax rate in Greece, on the basis of Article 23 of Law 4579/2018, will gradually decrease by 1% per annum as follows:
- 28% for the year 2019
- 27% for the year 2020
- 26% for the year 2021
- 25% for the year 2022 onwards
In addition, the tax rate for the subsidiaries registered in foreign countries differs from country to country as follows: Serbia 15%, Romania 16%, Montenegro 9% and Netherlands 25.5%.
Intragroup dividends distributed from January 1, 2014 onwards 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.
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:
| Company LAMDA Development SA |
Fiscal years unaudited by the tax authorities 2013-2018 |
Company | Fiscal years unaudited by the tax authorities |
|---|---|---|---|
| LAMDA Olympia Village SA | 2013-2018 | LAMDA ILIDA OFFICE SA | 10 Ιούλιος 1905 |
| PYLAIA SA | 2013-2018 | ATHENS METROPOLITAN EXPO SA | 2013-2018 |
| LAMDA Domi SA | 2013-2018 | METROPOLITAN EVENTS | 2013-2018 |
| LAMDA Flisvos Marina SA | 2013-2018 | Property Development DOO | 2010-2018 |
| LAMDA Prime Properties SA | 2013-2018 | Property Investments DOO | 2008-2018 |
| LAMDA Estate Development SA | 2013-2018 | LAMDA Development Romania SRL | 2014-2018 |
| LAMDA Real Estate Management SA | 2013-2018 | SC LAMDA MED SRL | 2014-2018 |
| KRONOS PARKING SA | 2013-2018 | LAMDA Development Montenegro DOO | 2007-2018 |
| LAMDA Erga Anaptyxis SA | 2013-2018 | LAMDA Development (Netherlands) BV | 2008-2018 |
| LAMDA Flisvos Holding SA | 2013-2018 | Robies Services Ltd | 2007-2018 |
| LAMDA Leisure SA | 2013-2018 | Robies Proprietati Imobiliare SRL | 2014-2018 |
| GEAKAT SA | 2013-2018 | Singidunum-Buildings DOO | 2007-2018 |
| MALLS MANAGEMENT SERVICES SA | 2013-2018 | GLS OOD | 2006-2018 |
| MC Property Management SA | 2013-2018 | LOV Luxembourg SARL | 2013-2018 |
| LAMDA Akinhta SA | 2013-2018 | TIHI EOOD | 2008-2018 |
| LAMDA Dogus Marina Investments SA | 2015-2018 | LAMDA Development Sofia EOOD | 2006-2018 |
For the year ended 31 December 2011 and onwards as the Law 4174/2013 (article 65A) currently stands (and as Law 2238/1994 previously provided in article 82), up to and including fiscal years starting before 1 January 2016, the Greek societes 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.
Regarding the Company, the tax audit for the fiscal year 2013-2017 was completed by PriceWaterhouseCoopers SA and the relevant tax certificates have been issued. For fiscal years ended after 31 December 2012 and remain unaudited by the tax authorities, Management assumes that there will not be a significant effect on the financial statements. For the fiscal year 2018 tax audit is currently carried out by PriceWaterhouseCoopers SA., and the relevant tax certificate is expected to be issued after the publication of the financial statements for the first semester of 2019.
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 right of the State to impose the tax for the fiscal years up to 2012 has been suspended until 31.12.2018, subject to special or exceptional provisions which may provide for a longer limitation period and under the conditions that they define. Moreover, according to standard case-law of the Council of State and Administrative Courts, in the absence of a limitation provision in the Stamp duty code, the State's claim for the imposition of stamp duty is subject to the twenty-year limitation period subjected to the Article 249 of the Civil Code.
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. At 31.03.2019 no such provisions have been formed for the Group's and Company's unaudited, by the tax authorities, years.
all amounts in € thousands Note 01.01.2019 to 31.03.2019 01.01.2018 to 31.03.2018 01.01.2019 to 31.03.2019 01.01.2018 to 31.03.2018 Profit/(loss) for the period 4.385 3.564 (3.379) (3.597) Adjustments for: Tax 2.932 3.136 (678) (759) Depreciation 5 211 192 242 35 Impairment of receivables 10 - - - Share of profit from associates 6 769 198 - - Provision for impairment of receivables from subsidiaries - - 279 (81) Loss from sale/valuation of financial instruments/derivatives - 67 - 57 Interest income (11) (7) (279) (277) Interest expense 6.559 6.672 2.219 2.956 14.854 13.822 (1.596) (1.667) Changes in working capital: (Increase)/Decrease in receivables 903 668 191 (2.072) (Decrease)/Increase in payables (6.335) (3.269) (1.374) 4.046 (5.433) (2.601) (1.183) 1.974 Cash flows from operating activities 9.422 11.221 (2.779) 307 GROUP COMPANY
10. Cash generated from operations
11. Commitments
Capital commitments
At March 31, 2019 there is capital expenditure of €7.4m that has been contracted for but not yet incurred at the balance sheet date.
The Group has no contractual liability for investment property repair and maintenance services.
12. 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) | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 |
| Letters of guarantee relating to obligations | 34.343 | 40.182 | 30.004 | 30.004 |
| Total | 34.343 | 40.182 | 30.004 | 30.004 |
| Assets (all amounts in € thousands) | ||||
| Letters of guarantee relating to receivables (from tenants) | 41.265 | 40.687 | - | - |
| Total | 41.265 | 40.687 | - | - |
In addition to the issues mentioned above there are also the following particular issues:
-
The Group provides for unaudited tax years, 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. At 31.03.2019, no such provisions have been formed at Company and Group level. For details regarding the unaudited tax years for the rest of the Group companies, please see note 9.
-
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, thirty one (31), amounting to €9.6m, have been irrevocably accepted either by the Council of State (six of them) or 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
1 January - 31 March 2019
law (for the remaining seventeen); the remaining nine (9) recourses have been irrevocably rejected in favor of the Hellenic Republic, since due to the amount of the litigation either an appeal (one case) or an appeal on points of law (six cases) could not be filed or because the filed appeal on points of law was rejected (two cases).
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 31.03.2019 the total amount of €6.5m 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).
1 January - 31 March 2019
- 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. Further to the hearing of the case case 07.02.2019, Court of Appeals issued its decision No 2776/2019, whereby the appeal filed by PYLEA S.A. was accepted and the Court ordered the carrying out of an expert opinion. The case will be heard once the experts submit their opinion. 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. The case was finally heard on 10.10.2018 and the respective decision is expected to be issued. 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".
Additionally, there are various legal cases of the Group's companies, which are not expected to create material additional liabilities.
13. Related party transactions
The following transactions were carried out with related parties:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| all amounts in € thousands | 01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
| i) Sales of goods and services | ||||
| - subsidiaries | - | - | 302 | 787 |
| - joint ventures | 32 | 32 | 15 | 15 |
| - associates | - | - | 17 | 17 |
| 32 | 32 | 334 | 819 |
1 January - 31 March 2019
| ii) Purchases of goods and services | |||||
|---|---|---|---|---|---|
| - subsidiaries | - | - | 238 | 236 | |
| - companies which controlling interests belong to Latsis family | 741 | - | - | - | |
| 741 | - | 238 | 236 | ||
| iii) Benefits to management | |||||
| - salaries and other short-term employment benefits | 145 | 145 | 145 | 145 | |
| 145 | 145 | 145 | 145 | ||
| iv) Income from interest | |||||
| - subsidiaries | - | 2 | 273 | 275 | |
| - | 2 | 273 | 275 | ||
| v) Cost of interest | |||||
| - subsidiaries | - | 355 | 567 | 513 | |
| - | 355 | 567 | 513 | ||
| vi) Period-end balances from sales-purchases of goods/servises | GROUP | COMPANY | |||
| all amounts in € thousands | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 | |
| Receivables from related parties: | |||||
| - subsidiaries | - | - | 346 | 1.190 | |
| - joint ventures | 59 | 49 | 18 | 18 | |
| - associates | - | - | 41 | 31 | |
| 59 | 49 | 405 | 1.239 |
| Payables to related parties: | ||||
|---|---|---|---|---|
| - subsidiaries | - | - | 2 | 3 |
| - companies which controlling interests belong to Latsis family | 575 | 317 | - | - |
| 575 | 317 | 2 | 3 |
Receivables and payables from/to related parties are satisfied and their carrying amounts approach their fair value.
| - | 657 | 7.987 | 8.342 |
|---|---|---|---|
| - | - | - | 618 |
| - | (588) | - | - |
| - | (72) | - | - |
| - | - | - | (168) |
| - | - | (266) | (1.914) |
| - | 2 | 273 | 1.109 |
| - | - | 7.993 | 7.987 |
At Company level, the loans to associates refer to loans of initial capital €56m, less impairment €48m, 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.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| viii) Loans from associates: | 31.03.2019 | 31.12.2018 | 31.03.2019 | 31.12.2018 | |
| Balance at the beginning of the period | - | - | 53.776 | 40.808 | |
| Loans received during the period | - | - | - | 11.660 | |
| Loan repayments | - | - | (85) | (700) | |
| Borrowings transaction costs - amortization | - | - | - | 5 | |
| Interest paid | - | - | (82) | (135) | |
| Interest charged | - | - | 567 | 2.139 | |
| Balance at the end of the period | - | - | 54.177 | 53.776 |
At Company level, the loans from associates refer to loans of initial capital €47.5m that the parent company has granted to the companies LAMDA Prime Properties SA, LOV Luxembourg SARL and LAMDA Ilida Office SA.
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.
14. 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 | 01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
01.01.2019 to 31.03.2019 |
01.01.2018 to 31.03.2018 |
| Profit/(loss) attributable to equity holders of the Company | 2.851 | 2.167 | (3.379) | (3.597) |
| Weighted average number of ordinary shares in issue | 77.856 | 77.856 | 77.856 | 77.856 |
| Basic earnings/(losses) per share (in € per share) | 0,04 | 0,03 | (0,04) | (0,05) |
At 31.03.2019 there is no employee share option scheme in force, therefore no diluted earnings/losses have been formed.
15. Changes in accounting policies
(a) Adjustments recognized on adoption of IFRS 16
This note describes the effect of IFRS 16 "Leases" on the Group and Company financial statements. The Group and the Company has decided to adopt IFRS 16 from 1 January 2019 but has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognized in the opening statement of financial position balance sheet on 1 January 2019. On adoption of IFRS 16, the Group and the Company recognized lease liabilities in relation to leases which had previously been classified as 'operating leases' under the principles of IAS 17 "Leases". These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2019. The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 4.53% for the Group and 4% for the Company.
In applying IFRS 16 for the first time, the Group and the Company have elected to use the permitted practical expedient in the standard that allows operating leases with a remaining lease term of less than 12 months as at 1 January 2019 to be classified as short-term leases.
The Group and the Company have also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group and the Company relied on their assessment made applying IAS 17 and IFRIC 4-Determining whether an Arrangement contains a Lease.
As at 1 January 2019, the Group and the Company had not entered into a contract classified as finance lease.
The change in accounting policies affected the following items in the consolidated and individual statements of financial position on 1 January 2019:
Group:
- Right-of-use assets increase by €78.883k
- Lease liabilities increase by €78.883k
Company:
- Right-of-use assets increase by €1.636k
- Lease liabilities increase by €1.636k
The change in accounting policies had no impact on Group and Company retained earnings on 1 January 2019.
The amount of recognized right-of-use assets equals to the amount of the relating lease liabilities as of 1 January 2019. The recognized right-of-use assets for the Group and the Company relate to the following types of assets:
Group
| All amounts in € thousands | 31 March 2019 | 1 January 2019 | |
|---|---|---|---|
| Land plot | 78.551 | 78.615 | |
| Motor vehicles | 237 | 268 | |
| Total right-of-use assets | 78.788 | 78.883 | |
| Company | |||
| All amounts in € thousands | 31 March 2019 | 1 January 2019 | |
| Office space | 1.289 | 1.474 | |
| Motor vehicles | 143 | 162 |
The Group and the Company recognised depreciation of €30k and €204k respectively, in the statement of profit and loss for the period starting from 01.01.2019 to 31.03.2019.
Total right-of-use assets 1.432 1.636
The recognized lease liabilities for the Group and the Company that relate to operating leases at 1 January 2019 and 31 March 2019 are as follows:
| Group |
|---|
| All amounts in € thousands | Land plot | Motor vehicles | Total |
|---|---|---|---|
| Lease liability recognised as at 1 January 2019 | 78.615 | 268 | 78.883 |
| Accrued interest expense | 854 | 2 | 856 |
| Lease payments | (918) | (42) | (961) |
| Lease liability recognised as at 31 March 2019 | 78.551 | 228 | 78.778 |
| Analysis of payables : | |||
| Current lease liabilities | 425 | ||
| Non-current lease liabilities | 78.353 | ||
| Total | 78.778 | ||
| Company | |||
| All amounts in € thousands | Office space | Motor vehicles | Total |
| Lease liability recognised as at 1 January 2019 | 1.474 | 162 | 1.636 |
| Accrued interest expense | 1 4 |
1 | 1 5 |
| Lease payments | (190) | (27) | (217) |
| Lease liability recognised as at 31 March 2019 | 1.297 | 136 | 1.433 |
| Analysis of payables : | |||
| Current lease liabilities | 801 | ||
| Non-current lease liabilities | 632 | ||
| Total | 1.433 |
The recognition of right-of-use assets from operating leases and the relative Group lease liabilities affected the business segment of real estate in Greece and relate to the operating segments of Shopping Centers and Management services.
The Group leases fixed assets through operating leases which mainly consist of land plots, offices and motor vehicles. The most valuable lease contract of the Group is the concession agreement until 2065 for the land plot on which the Mediterranean Cosmos shopping center was developed and operates and is leased out by Ecumenical Patriarchate, the Landlord of the plot area. The remaining rental contracts
1 January - 31 March 2019
are made for a period between 2 and 5 years and may have extension options. The Company leases motor vehicles from leasing companies and office building space from a subsidiary company of the Group for a period not exceeding the four years.
The lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Until the 2018 financial year, payments made under operating leases were charged to profit and loss on a straight-line basis over the period of the lease. From 1 January 2019, leases are recognized as a rightof-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group and the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the right-of-use`s useful life and the lease term on a straight-line basis.
(b) Group accounting policy for leases
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
- Fixed payments , less any lease incentives receivable
- Variable lease payment that are based on an index or a rate
- Amounts expected to be payable by the lessee under residual value guarantee
- The exercise price of a purchase option if the lessee is reasonably certain to exercise that option
- Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee`s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
- The amount of initial measurement of lease liability
- Any lease payments made at or before the commencement date less any lease incentives received
- Any initial direct costs
- Restoration costs
Payments associated with short-term leases and leases of low-value assets are recognized on a straightline basis as an expense in profit and loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.
16. 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.