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Lamda Development S.A. — Interim / Quarterly Report 2022
Sep 29, 2022
2660_ir_2022-09-29_d62de13c-22d6-4d6f-a62a-5d7d9977acc1.pdf
Interim / Quarterly Report
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LAMDA Development S.A.

Semi-annual Financial Report (In accordance with Article 5 of Law 3556/2007) for the period January 1st to June 30th, 2022
According to International Financial Reporting Standards (IFRS)
These condensed financial statements have been translated from the original condensed 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.
| I. STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS 2 | |
|---|---|
| II. SEMI-ANNUAL BOARD OF DIRECTORS' REPORT 3 | |
| A. GROUP FINANCIAL POSITION 3 | |
| B. ALTERNATIVE PERFORMANCE MEASURES ("APMS") 6 | |
| C. SIGNIFICANT EVENTS UNTIL THE DATE OF THE FINANCIAL RESULTS 8 | |
| D. PROSPECTS, SIGNIFICANT RISKS FOR THE YEAR 2022 12 | |
| E. PENDING LITIGATION 15 | |
| F. RELATED-PARTY TRANSCATIONS 15 | |
| III. INDEPENDENT AUDITOR'S REPORT 16 | |
| IV. SEMI-ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS | |
| FOR THE PERIOD 1.1.2022-30.06.2022 17 | |
| STATEMENT OF FINANCIAL POSITION (COMPANY AND CONSOLIDATED) 17 | |
| INCOME STATEMENT (COMPANY AND CONSOLIDATED) 18 | |
| COMPREHENSIVE INCOME STATEMENT (COMPANY AND CONSOLIDATED) 20 | |
| STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED) 2022 21 | |
| STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED) 2021 22 | |
| STATEMENT OF CHANGES IN EQUITY (COMPANY) 2022 23 | |
| STATEMENT OF CHANGES IN EQUITY (COMPANY) 2021 24 | |
| CASH FLOW STATEMENT (COMPANY AND CONSOLIDATED) 25 | |
| NOTES TO THE FINANCIAL STATEMENTS 27 | |
| 1. GENERAL INFORMATION 27 |
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| 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 27 |
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| 2.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS 27 | |
| 2.2 NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS 29 |
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| 3. RISKS MANAGEMENT AND FAIR VALUE ESTIMATION 31 |
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| 4. SEGMENT INFORMATION 35 |
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| 5. INVESTMENT PROPERTY 37 |
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| 6. TANGIBLE ASSETS 40 |
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| 7. INTANGIBLE ASSETS 42 |
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| 8. INVESTMENTS IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES 43 |
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| 9. INVENTORIES 55 |
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| 10. TRADE AND OTHER RECEIVABLE 56 |
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| 11. CASH AND CASH EQUIVALENTS 58 |
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| 12. RESTRICTED CASH 58 |
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| 13. BORROWINGS 59 |
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| 14. LEASES 65 |
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| 15. TRADE AND OTHER PAYABLES 68 |
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| 16. FINANCIAL INSTRUMENTS BY CATEGORY 68 |
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| 17. PROVISIONS FOR INFRASTRUCTURE INVESTMENTS FOR HELLINIKON S.M.S.A 69 |
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| 18. DERIVATIVE FINANCIAL INSTRUMENTS 70 |
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| 19. RELATED PARTY TRANSACTIONS 70 |
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| 20. EARNINGS / (LOSSES) PER SHARE 72 |
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| 21. INCOME TAX 72 |
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| 22. COMMITMENTS 73 |
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| 23. CONTINGENT LIABILITIES AND ASSETS 74 |
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| 24. REVENUE 75 |
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| 25. EXPENSES RELATED TO THE DEVELOPMENT OF THE ELLINIKON SITE 75 |
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| 26. OTHER OPERATING INCOME / (EXPENSES) – NET 76 |
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| 27. FINANCE INCOME / (COSTS) - NET 76 |
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| 28. EMPLOYEES BENEFITS EXPENSE 76 |
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| 29. TREASURY SHARES 76 |
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| 30. COMPARATIVE INFORMATION 77 |
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| 31. EVENTS AFTER THE FINANCIAL DATE 77 |
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| V.ANNEX – USE OF PROCEEDS 79 | |
| USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE (SCI) FOR THE PERIOD | |
| FROM 17.12.2019 TO 30.06.2022 79 | |
| USE OF PROCEEDS FROM THE ISSUE OF A COMMON BOND LOAN (CBL) FOR THE PERIOD | |
| FROM 21.07.2020 TO 30.06.2022 81 | |
I. STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS
OF THE COMPANY "LAMDA DEVELOPMENT S.A.''
(According to the article 5 par.2 of the L.3556/2007)
We state to the best of our knowledge, that:
a. the accompanying condensed semi-annual financial statements of the Company and the Group "LAMDA DEVELOPMENT S.A." for the period January 1, 2022 to June 30, 2022, prepared according to the International Financial Reporting Standards, present truly and fairly the assets and liabilities, equity, the financial results and the cash flows of the Company, as well as of the companies included in the consolidation, according to par. 3 to 5 of article 5 of L. 3556/2007.
b. the semi-annual Board of Directors Report presents a true and fair view of the information required according to par. 6 of article 5 of L. 3556/2007.
c. the attached condensed Financial Statements are those approved by the Board of Directors of "LAMDA DEVELOPMENT S.A." on September 29, 2022 and have been published to the electronic address www.lamdadev.com.
Maroussi, 29 September 2022
The undersigned
Anastasios K. Giannitsis Odyssefs E. Athanasiou
Chairman of the BoD
______________________
Chief Executive Officer
______________________
Evgenia G. Paizi
_____________________
Member of the BoD
II. SEMI-ANNUAL BOARD OF DIRECTORS' REPORT OF THE COMPANY "LAMDA DEVELOPMENT S.A." FOR THE PERIOD 1.1.2022 – 30.06.2022
We submit to all interested parties the interim condensed financial statements for the 1 St Half of 2022, prepared according to the International Financial Reporting Standards, as adopted by the European Union, along with the present report for the period from January 1st to June 30th, 2022. The present report of the Board of Directors of the company "LAMDA DEVELOPMENT S.A." has been prepared according to the provision of par. 6, article 5 of the Law 3556/2007 and to the published executive resolutions 1/434/03.07.2008 and 7/448/11.10.2007 of the Capital Market Commission Board of Directors.
A. GROUP FINANCIAL POSITION
According to the International Financial Reporting Standards, the main financial figures for the Group and the Company for the period from 01.01.2022 to 30.06.2022 are as follows:
| CONDENSED PRESENTATION OF CONSOLIDATED FINANCIAL RESULTS | ||||
|---|---|---|---|---|
| (amounts in € million) | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
% Change | |
| Group operating result (EBITDA) before valuations and other adjustments |
25,0 | 15,0 | +66,0% | |
| Revaluation gains of Shopping Malls and other investment properties | 21,3 | 6,3 | +238% | |
| Revaluation gains of Ellinikon investment properties | 10,5 | 306,1 | ||
| Expenses related to the development of the Ellinikon site | (19,1) | (12,6) | +52% | |
| Gain on entities disposal and profit from inventory – land sales | 0,0 | 0,9 | ||
| Group operating result (EBITDA) | 37,7 | 315,7 | ||
| Net results (after taxes and non-controlling interests) | (22,2) | 224,6 |
Group revenue in 1 St Half 2022 amounted to €53,1 million compared to €29,7 in 1 St Half 2021. The increase in the Group revenue is mainly due to the impact of the coronavirus COVID-19 pandemic on the revenue from the operation of the Group shopping malls and relate to rent discounts for the 1 St Half 2021 due to the mandatory, by law, exemption from the obligation to pay rents. Moreover, the Group lost, during the 1 St Half of 2021, a large part of revenues from car park operations, as well as the revenue from the advertising exploitation of Shopping Malls and the variable rent on the sales of the shopkeepers due to the lockdown and the reduction in footfall and shopkeepers sales. At Group level, a positive impact on the total revenue change is due to the addition of the revenue from Ag. Kosmas Marina during the 1 St Half 2022, following the acquisition of the shares of HELLINIKON S.M.S.A. at the end of June 2021.
Regarding operating results, Group operating result (EBITDA) before valuations and other adjustments in 1 St Half reached €25,0 million increased by 66% compared to 2021. This increase resulted by the significant increase of Shopping Malls operating result EBITDA due to the Coronavirus COVID-19 pandemic impact in 1 St Half 2021.
Group net results after taxes and non-controlling interests for 1St Half 2022 amounted to a loss of €22,2 million, compared to a profit of €224,6 million in the corresponding period in 2021. It is highlighted that financial results of 1 St Half 2021 included the positive impact of €306,1 million deriving by the revaluation, by an independent valuator, of the Investment Property value that is included in HELLINIKON S.M.S.A.. Excluding expenses related to the development of the Ellinikon site (€19,1 million) and the financial expenses that do not have a cash impact and refer to the accounting recognition of future liabilities regarding the development of Ellinikon site (€18,4 million), the adjusted consolidated net result, after taxes and minority interest, amounted to a profit of €15,3 million (compared to a profit of €237,2 million in the corresponding period in 2021).
It is noted that the consolidated financial results of 1 St Half 2022 include the positive impact of (a) an amount of €21,3 million resulting by the revaluation, by an independent valuer, of the Group Shopping Malls and other investment property, and (b) an amount of €10,5 million resulting by the revaluation, by an independent valuer, of the Investment Property held by HELLINIKON S.M.S.A..
Shopping Malls Operating Result before valuations and other adjustments (Retail EBITDA) are as follows:
| (amounts in € million) | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
% Change |
|---|---|---|---|
| The Mall Athens | 12,7 | 6,7 | +88% |
| Mediterranean Cosmos | 8,8 | 5,0 | +77% |
| Golden Hall | 9,7 | 4,4 | +118% |
| Retail EBITDA (Shopping Malls Operating Result before valuations and other adjustments) |
31,1 | 16,1 | +93% |
EBITDA of Shopping Malls The Mall Athens, Golden Hall and Mediterranean Cosmos in 1 St Half 2022 amounted to €31,1 million, increased by 93% compared to 2021. It is noted that the operating result EBITDA of Shopping Malls in 1 St Half 2021 was adversely impacted by (a) the suspension of their operation for an aggregate period of about 3 months1 , and (b) the legal provision for rent discounts (40%2 discount) to shopkeepers/tenants which applied for the entire period of 1 St Half (January – June). In 1 St Half 2022 Shopping Malls operated with operated with only minimal restrictions related to the pandemic, while no legal provision for rent discounts.
Worth highlighting that Shopping Malls EBITDA in 1 St Half 2022 were marginally lower (€31,1 million) compared to the record-high operating profitability levels in 2019 (€32.0 million).
The Group, amidst the pandemic crisis during the last 2 years, has negotiated new or proceeded to the renewal of commercial agreements under similar or better financial terms that were in force before the pandemic crisis, thus enhancing the Shopping Malls' value. Shopping Malls' aggregate value amounted to €893m as of 30.06.2022, as per the independent valuation (Savills), a €21 million increase (+2%) compared to the respective value as of 31.12.2021 and marginally higher compared to the record-high valuation in 2019 (€892 million).
The Group monitors the performance of the Shopping Malls through indicators, out of which the primary, according to the international standards, are the customer visits (total footfall) indicator and the tenants/shopkeepers sales indicator which present the percentage increase between the current and the comparative period. Given the suspension of the Shopping Malls operation in the 1 St Half 2021 for a total period of approximately 3 months (i.e. half of the period), the comparison of the key Shopping Malls indicators against the corresponding period in 2021 is not only practically difficult but also becomes meaningless. Therefore, the comparison of the key indicators cannot lead to safe conclusions. Therefore, below are presented the Shopping Malls performance indicators comparing the 1st Half of 2022 with the corresponding period of 2019 (pre-pandemic period).
| Shopping Malls Performance Indicators | ||||
|---|---|---|---|---|
| First half 2022 vs First half 2019 | The Mall Athens |
Golden Hall | Mediterranean Cosmos |
Total |
| Tenants' (shopkeepers') sales 3 | -18% | +6% | -2% | -7% |
| Customer visits (footfall) 4 | -51% | -1% | -20% | -32% |
Regarding Key Shopping Malls indicators for 1 St Half 2022, the following should be noted:
- The average Shopping Malls occupancy remained unchanged compared to the pre-pandemic period, at levels of approximately 99%.
- Total tenants' sales at the Shopping Malls in 1st Half 2022, despite the adverse conditions in the economy and especially in the retail sector, due to the energy crisis and intense inflationary pressures, decreased by only 7% compared to the corresponding period in 2019.
1 Shopping Malls "The Mall Athens" and "Golden Hall" in Athens remained closed for an aggregate period of 95 days each in H1 2021. "Mediterranean Cosmos" in Thessaloniki remained closed for an aggregate period of 71 days in H1 2021 (in February 2021 shops in Thessaloniki operated under the restrictive measures click-away).
2 As per relevant legislation, shopkeepers/tenants have been exempted from paying the full (100%) rent for the entire period between January-May 2021, while the Ministry of Finance compensated LAMDA through a rebate of 60% of the rents. In June 2021, shopkeepers/tenants in the retail trade sector have received a 40% discount on rents, while shopkeepers/tenants active in the sectors of F&B/Entertainment/Cinemas have been exempted from paying the full (100%) rent, with the Ministry of Finance compensating LAMDA through a rebate of 60% of the said rent.
3 The indicator regarding the change in the tenant's (shopkeeper) sales is calculated as follows: total tenants' sales of each Shopping Mall at the reporting period minus total tenants' sales of each Shopping Mall at the comparative reporting period / Total tenants' sales of each Shopping Mall at the comparative reporting period.
4 The indicator regarding the change of number of visitors (footfall) to Shopping Malls is calculated as follows: Total visitors passing from the entrances of each Shopping Mall at the reporting period minus total visitors passing from the entrances of each Shopping Mall at the comparative reporting period / Total visitors passing from the entrances of each Shopping Mall at the comparative reporting period.
- The average spending per visitor5 increased by 38% compared to 2019, confirming the upward trend recorded during the 2 nd Half of 2021 following the gradual relaxation of the restrictive measures related to the pandemic.
- Total number of visitors (footfall) in Shopping Malls in 1st Half 2022 decreased by 32% compared to 2019, reflecting the negative impact of the pandemic crisis.
Regarding basic Shopping Malls ratios for 2nd Quarter 2022, the following should be noted:
- Total tenants' sales at the Shopping Malls in 2nd Quarter 2022 increased 3% compared to the corresponding period in 2019, fully reversing the previous negative trend (-18% in 1st Quarter 2022 and -10% in 4th Quarter 2021).
- The average spending per visitor increased by 43% comparing to 2019, registering accelerated growth rates compared to 1st Quarter 2022 (+31%).
- Total number of visitors (footfall) in Shopping Malls in 2nd Quarter 2022 decreased by 28% compared to 2019, while the total number of visitors in shopping mall Golden Hall increased by 9% compared to 2019.
Net Asset Value (NAV) as of 30.06.2022 amounted to €1,34 billion (€7,69 per share), marginally lower (1,5% or approximately €20 million) compared to 31.12.2021.
| NET ASSET VALUE (NAV) | ||||
|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | (%) change | ||
| Net Asset Value (NAV) (€ million) (deriving by Group internal information) |
1.341 | 1.362 | -1,5% | |
| Net Asset Value (NAV) (€ per share) 6 | 7,69 | 7,73 | -0,5% |
| KEY ITEMS OF STATEMENT OF FINANCIAL POSITION | ||||
|---|---|---|---|---|
| (amounts in € million) | 30.06.2022 | 31.12.2021 | ||
| Cash | 449,4 | 539,4 | ||
| Restricted Cash | (239,6) | (377,0) | ||
| Free Cash | 209,7 | 162,4 | ||
| Investment Portfolio | 2.906,6 | 2.840,1 | ||
| Total Investment Portfolio | 3.091,8 | 3.017,5 | ||
| Total Assets | 3.664,4 | 3.670,9 | ||
| Total Equity | 1.280,6 | 1.301,2 | ||
| Total Debt | 1.420,0 | 1.405,6 | ||
| Adjusted Total Debt | 2.060,8 | 2.040,6 | ||
| Total Liabilities | 2.383,7 | 2.369,7 |
| FINANCIAL RATIOS | ||
|---|---|---|
| 30.06.2022 | 31.12.2021 | |
| ADJUSTED NET TOTAL DEBT / TOTAL INVESTMENT PORTFOLIO | 52,1% | 49,7% |
| TOTAL DEBT / TOTAL EQUITY AND TOTAL DEBT (GEARING RATIO) | 52,6% | 51,9% |
Impact of the COVID-19 pandemic
The COVID-19 pandemic remained present, albeit in remission, during H1 2022. Worth noting however that Shopping Malls EBITDA in H1 2022 was not burdened at all either by the suspension of the stores' operations or by the legal provision for rent discounts, in stark contrast to the corresponding period in 2021. Therefore, Shopping Malls EBITDA in H1 2022 registered accelerated recovery rates towards the pre-pandemic (2019) levels.
5 The average spending per visitor is calculated as follows: Total tenants' sales of each shopping mall for the reporting period / total visitors passing from the entrances of each shopping mall for the reporting period.
6 Adjusted number of shares for the 2.382.693 and 533.292 treasury shares held by the Company on 30.06.2022 and 31.12.2021 respectively.
B. ALTERNATIVE PERFORMANCE MEASURES ("APMs")
The Group uses certain Alternative Performance Measures (APMs) due to certain special features of the industry that operates, which are as follows compared to the corresponding period of 2021:
Definitions :
- 1. Group operating result (EBITDA): Profit/(loss) before income tax, plus net finance costs, plus depreciation of tangible assets, intangible assets and right-of-use assets.
- 2. Total Group operating result (EBITDA) before valuations and other adjustments: Group operating result (EBITDA) excluding any investment property fair value gains/losses, inventory impairment losses, profit or loss from acquisition/disposal of participation share in investments, profit or loss from disposal of inventory – land and other extraordinary valuation gains/losses and costs, as well as other adjustments such as Expenses related to the development of the Ellinikon site.
- 3. Retail EBITDA (Shopping Malls Operating Result before valuations and other adjustments): Individual operating result (EBITDA) before valuation and other adjustments of the entities LOV S.M.S.A., PYLAIA S.M.S.A. and LAMDA DOMI S.M.S.A., which are involved in the exploitation of the Shopping Malls The Mall Athens, Mediterranean Cosmos and Golden Hall respectively.
- 4. Net Asset Value (NAV): Equity attributable to equity holders of the Company adjusted by the deferred tax liability and asset attributable to equity holders of the Company.
- 5. Investment Portfolio: Investment property, excluding Right-of-use Assets for which a relevant lease liability is recognized, plus Inventories, plus Tangible and Intangible assets, plus Investments in joint ventures and associates, plus Right-of-use Assets of the Ellinikon properties under development.
- 6. Total Investment Portfolio: Investment property, plus Inventories, plus Tangible and Intangible assets, plus Investments in joint ventures and associates, plus Right-of-use assets.
- 7. Total Debt: Borrowings, plus Lease liabilities, plus Consideration payable for the acquisition of HELLINIKON S.M.S.A..
- 8. Adjusted Total Debt: Total Debt, plus Provisions for infrastructure investments in HELLINIKON S.M.S.A..
- 9. Net Total Debt: Total Debt, less Cash and cash equivalents, less Restricted cash for serving or securing Borrowings, less Restricted cash for the purpose of repaying Consideration payable for the acquisition of HELLINIKON S.M.S.A..
- 10. Adjusted Net Total Debt: Adjusted Total Debt, less Cash and cash equivalents, less Restricted cash for serving or securing Borrowings, less Restricted cash for serving or securing Borrowings, less Restricted cash for the purpose of repaying Consideration payable for the acquisition of HELLINIKON S.M.S.A..
- 11. Adjusted Net Total Debt / Total Investment Portfolio
- 12. Gearing Ratio: Total Debt / (Total Equity and Total Debt)
- 13. Adjusted consolidated net result, after taxes and minority interest: Net profit/(loss) for the period attributable to equity holders of the parent, plus expenses related to the development of the Ellinikon site, plus finance costs that have no cash impact (finance cost related to consideration payable for the acquisition of HELLINIKON S.M.S.A. and finance cost related to provisions for infrastructure investments in HELLINIKON S.M.S.A.).
Compared to the 2021 financial statements, the Group has introduced since the 1st quarter of 2022 a new APM ("Adjusted consolidated net result, after taxes and minority interest") in order to present its performance excluding the impact of significant expenses related with the Ellinikon project which is under development. The Group will review the use/modification of this ratio depending on the progress of the Ellinikon project.
Calculations :
| Amounts in € thousand | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
Change |
|---|---|---|---|
| Total Group operating result (EBITDA) before valuations and other adjustments (as derives by internal information of the Group) |
24.955 | 15.011 | +66,0% |
| Gain from fair value adjustment on investment property and Loss from inventory impairment |
21.320 | 6.319 | +238% |
| Gain from fair value adjustment on investment property – Ellinikon project |
10.535 | 306.111 | |
| Expenses related to the development of the Ellinikon site | (19.113) | (12.634) | +52% |
| Gain on entities disposal and profit from inventory – land sales | 30 | 880 | |
| Group operating result (EBITDA) | 37.727 | 315.687 | |
| Depreciation | (4.731) | (4.292) | |
| Finance income | 3.135 | 201 | |
| Finance costs | (39.135) | (19.947) | |
| Profit/(loss) before income tax | (3.004) | 291.649 |
| Amounts in € thousand | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
Change |
|---|---|---|---|
| The Mall Athens | 12.653 | 6.738 | +88% |
| Mediterranean Cosmos | 8.789 | 4.976 | +77% |
| Golden Hall | 9.657 | 4.435 | +118% |
| Retail EBITDA (Shopping Malls Operating Result before valuations and other adjustments) |
31.099 | 16.149 | +93% |
| Amounts in € thousand | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|---|---|---|
| Net profit/(loss) for the period attributable to equity holders of the parent | (22.192) | 224.558 |
| Plus: Expenses related to the development of the Ellinikon site | 19.113 | 12.634 |
| Plus: Finance cost related to consideration payable for the acquisition of HELLINIKON S.M.S.A. |
8.497 | - |
| Plus: Finance cost related to provisions for infrastructure investments in HELLINIKON S.M.S.A. |
9.906 | - |
| Adjusted consolidated net result, after taxes and minority interest | 15.324 | 237.192 |
| Amounts in € thousand | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Investment property | 1.893.333 | 1.846.920 |
| Inventories | 955.639 | 948.197 |
| Tangible assets | 57.567 | 58.146 |
| Intangible assets | 20.683 | 20.384 |
| Investments in joint ventures and associates | 4.805 | 3.483 |
| Right-of-use assets | 159.806 | 140.329 |
| Total Investment Portfolio | 3.091.833 | 3.017.459 |
| Amounts in € thousand | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Borrowings | 720.280 | 721.420 |
| Lease liabilities | 190.012 | 182.912 |
| Consideration payable for the acquisition of HELLINIKON S.M.S.A. | 509.742 | 501.245 |
| Total Debt | 1.420.034 | 1.405.577 |
| Amounts in € thousand | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Total Debt | 1.420.034 | 1.405.577 |
| Plus: Provisions for infrastructure investments in HELLINIKON S.M.S.A. | 640.737 | 635.008 |
| Adjusted Total Debt | 2.060.771 | 2.040.585 |
| Amounts in € thousand | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Total Debt | 1.420.034 | 1.405.577 |
| Less: Cash and cash equivalents | (209.715) | (162.402) |
| Less: Restricted cash for serving or securing borrowings | (72.643) | (210.000) |
| Less: Restricted cash for the purpose of repaying consideration payable for the acquisition of HELLINIKON S.M.S.A. |
(167.000) | (167.000) |
| Net Total Debt | 970.676 | 866.175 |
| Amounts in € thousand | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Adjusted Total Debt | 2.060.771 | 2.040.585 |
| Less: Cash and cash equivalents | (209.715) | (162.402) |
| Less: Restricted cash for serving or securing borrowings | (72.643) | (210.000) |
| Less: Restricted cash for the purpose of repaying consideration payable for the acquisition of HELLINIKON S.M.S.A. |
(167.000) | (167.000) |
| Adjusted Net Total Debt | 1.611.413 | 1.501.183 |
| Group Financial Ratios | 30.06.2022 | 31.12.2021 | |
|---|---|---|---|
| ADJUSTED NET TOTAL DEBT / TOTAL INVESTMENT PORTFOLIO | 52,1% | 49,7% | |
| TOTAL DEBT / TOTAL EQUITY AND TOTAL DEBT (GEARING RATIO) | 52,6% | 51,9% |
C. SIGNIFICANT EVENTS UNTIL THE DATE OF THE FINANCIAL RESULTS
Significant events of First Half 2022
In January 2022, in the context of the business plan implementation for the development of the landmark Ellinikon project, the Company and HELLINIKON S.M.S.A. signed a Framework Agreement with a company of the group BROOK LANE CAPITAL for the development of a state-of-the-art Mixed Use Tower, within the Commercial Hub in the Vouliagmenis Avenue, which will be completed during the first five-year phase of the Ellinikon project. The said agreement concerns the development of a Mixed-Use Tower consisted of office space, luxury hotel and residences, which is intended to constitute a landmark building of the whole area. Subject to the fulfillment of the conditions included in the said Framework Agreement, the development will be carried out through a special purpose vehicle, whose share capital will be held by a company of the group BROOK LANE CAPITAL and by HELLINIKON S.M.S.A. at 70% and 30% respectively. The time required for the fulfillment of the aforesaid conditions is estimated at approximately six months. The design of the Mixed-Use Tower has been assigned to the leading international architectural firm AEDAS, while the management of the hotel and residences will be assigned to an internationally renowned management company (hotel operator). The total investment for the development of the Mixed-Use Tower is estimated at €200 million.
In March 2022, the process of the technical and financial evaluation of the submitted offers regarding the Infrastructure construction works in Phase 1 of the Ellinikon project has been completed. The process that started in July 2021 and was in March 2022, has resulted in the selection of AVAX S.A. to be awarded as Main Contractor. The works started in March 2022 and will continue until September 2025. Infrastructure works in Phase 1 will be delivered gradually and include, inter alia, the provision of an extensive road network. The road netwok includes the Poseidonos Avenue underpass and flyover, as well as the construction of utilities networks to serve all planned Buildings. Among those are the buildings for residential and commercial developments and the Sports complex, the Metropolitan Park as well as other developments planned during Phase 1 of the project.
On 28.03.2022 the Company's Board of Directors during its meeting, following the untimely loss of the member of the Board Odisseas Kyriacopoulos (on 20.03.2022), decided to continue the management and representation of the Company with its remaining members and in accordance with the terms of management and representation.
In April 2022, the process, for the selection of the pre-construction management consultant that will provide pre-construction management services in the form of "Early Contractor Involvement (ECI)" for the development of the residential Riviera Tower, has been completed. The consultant will be the Joint Venture between Bouygues Batiment International and Intrakat, a partnership between one of the leading international contractors with a very good reputation and experience in the Design, and Construction of High End, High Rise Residential Buildings, with one of the leading Greek Contractors in the field of infrastructure and buildings construction. The Joint Venture will offer pre-construction management services in the form of "Early Contractor Involvement (ECI)" to assist the Company in the design, planning, procurement, logistics, and construction management, in preparation for the construction of the project.
In April 2022, Lamda Development presented the plans for the new building complex to be developed at The Ellinikon, which will be the first building of the landmark investment. The incorporation of a building complex for vulnerable groups at the Ellinikon confirms that this landmark project involves and supports the entire society. The welfare of people with disabilities and especially the existence of suitable caring and occupational structures are crucial to them and their families. The initiative of the Group to make the first building to emerge at The Ellinikon a building for persons with disabilities is highly symbolic. The new building at The Ellinikon, which will house the associations of Amimoni, Ermis, Niki Victor Artant, as well as the Association of Persons with Multiple Sclerosis, stands out for its pioneering, green, sustainable design, like the rest of the investment. The construction cost of the building at €15 million will be borne entirely by the Group. The vision of Lamda Development goes beyond simply creating a modern building. It showcases a new way of life, of higher quality, easier, more open, more extrovert, that will improve the daily life of children, but also adults with disabilities. It is for that reason that the entire Ellinikon investment was designed, planned, and is being created with special provisions for persons with disabilities. The construction works of the building, which is considered an international model for Care Units, is already underway and will be completed in 2023.
On 25.05.2022 the Board of Directors during its meeting, accepted the resignation of Mr. Fotios Antonatos, non-executive member of the BoD, and elected Mr. Emmanuel Bussetil as non-executive member of the BoD, for the remainder of the resigned member's term of office, pursuant to article 82 of Law 4548/2018 and par. 5&8 of article 10 of the Company's Articles of Association.
In June 2022, in the context of the business plan implementation for the development of the landmark Ellinikon project, HELLINIKON S.M.S.A. signed a Memorandum of Understanding (MoU) with ORILINA PROPERTIES REIC (hereinafter "ORILINA PROPERTIES"), under which the parties will consider the purchase by ORILINA PROPERTIES of the leasehold rights on parts of the Development Zone of the Coastal Front in the Ellinikon and in particular on land plots located in the wider area of the Marina Agios Kosmas. The said plots, with a potential total buildable area of up to 5,790 sqm, are located between the residential tower, Riviera Tower, and the commercial destination, Riviera Galleria. Within these plots, ORILINA PROPERTIES will undertake the development of a residential building and other ancillary facilities (with a potential total buildable area of up to 4,565 sqm), and an additional development that will encompass areas for catering/dining, leisure, wellness, events as well as for the sale of catering related products (with a potential total buildable area of up to 1,225 sqm). The total investment undertaken by ORILINA PROPERTIES for the said development is estimated at €70 million. The said MoU refers to the development of buildings that will form an integral part of the broader development of the specific area on the Coastal Front, as well as the overall development of The Ellinikon.
In June 2022, Lamda Development presented its design for the creation of The Ellinikon Park, the largest coastal park in Europe, which will be positioned in the heart of The Ellinikon. The world-renowned architectural firm Sasaki, which has designed and implemented some of the largest and most impressive urban parks in the world, in cooperation with the Greek architecture office Doxiadis+, are currently working on the design and the study for The Ellinikon Park.
The areas of The Ellinikon Park
The Olympic Square will highlight the Olympic heritage, while the nearby amphitheater will host concerts and other events. At its highest point, a variety of open-air, sculpture and contemporary art exhibitions will be curated, with emphasis on works made by Greek artists. An area larger than Pedion tou Areos, will be filled with vine gardens, olive trees and fields, inviting guests on a discovery journey of the Greek agriculture. In the Saarinen area one can find the imposing main building of the Eastern Ellinikon International Airport, which was the gateway to Athens for decades. This modern monument will be given a new life as an exhibition and cultural centre. The Trachones stream is restored resulting in the rejuvenation of the local ecosystem and the transformation of the surrounding area. The remodeled kayak Lake, created for and used during the 2004 Olympic Games in Athens, will offer spectacular views and countless opportunities for exploration. Lastly, an integral part of The Ellinikon Park is the Experience Park, in proximity to the three hangars of the Hellenic Air Force, which has already become the new destination for relaxation in the southern suburbs.
A "smart" park of the future
The Ellinikon Park will be the first "smart" park in Greece which will incorporate smart solutions for the visitors' security, and the protection of the natural environment such as lighting systems whose intensity will be adjusted depending on the season and time of day, but also systems for continuous monitoring of surrounding conditions to reduce energy and water consumption. Lamda Development's objective is for the smart infrastructures at the Ellinikon Park to serve as a model nationally and internationally.
Sustainability being the focus of the design
The Ellinikon Park was designed based on the sustainability principles and taking into account the biodiversity of the Attica region. The 1,000,000 new trees and plants that will be planted in the Park will enrich the existing vegetation that will be incorporated in the design. Through innovative, contemporary infrastructures, The Ellinikon Park will be able to cover its irrigation and electricity needs, completely offsetting its carbon footprint in its life cycle.
Lamda Development's objective is to deliver, in the coming years, an urban park which will be one of a kind for Greece and worldwide, and for everyone to visit, enjoy and make part of their daily life.
In June 2022, Lamda Development S.A. through its subsidiary HELLINIKON S.M.S.A. ("LAMDA"), PRODEA Investments ("PRODEA") and Costeas-Geitonas School ("CGS") announced the signing of a Memorandum of Understanding (MoU) for the establishment of a modern primary and secondary education organization at The Ellinikon ("CGS Ellinikon"). This partnership emerged in the context of a tender process carried out by LAMDA for the development of a school at The Ellinikon. The Memorandum of Understanding provides for the longterm lease of a plot of land to PRODEA, which will develop and lease the school building to CGS. The final binding agreement between the parties is expected to be finalized by the end of the year. CGS Ellinikon will be an educational and architectural landmark, capitalizing on the history, values and expertise of CGS, and enriching educational programmes by offering a choice between national and international certified curricula and Greek or English as instruction language. The signing of the Memorandum of Understanding is proof that The Ellinikon attracts best-in-class enterprises, and is part of LAMDA Development's strategy for creating a world-class urban ecosystem that provides high-quality education services. CGS Ellinikon is expected to welcome its first students in September 2026.
Significant events after the end of First Half 2022 and until the release of financial results
In July 2022, amid challenging market conditions (mounting inflationary pressures and rising interest rates, geopolitical and energy crisis), the Company completed, through a Public Offering, the issuance of its first Green Common Bond Loan (CBL) of €230 million (7-year term with an interest rate of 4.70%), with the participation of more than 14,000 Greek investors, setting a new record of investor participation in a bond issue, achieving a sizeable oversubscription (3.12 times). The net proceeds of the Green Bond will be allocated exclusively to the following categories of eligible Green investments, namely Sustainable buildings and Sustainable urban landscapes, Green energy and Smart Cities. As of 13.07.2022 the 230,000 bonds commenced trading on the Fixed Income Segment of the Regulated Market of the Athens Exchange (ticker symbol: "ΛΑΜΔΑΟ2"/"LAMDAB2").
In July 2022, the Company announced the purchase of a minority stake (31.7%) in its subsidiary LAMDA MALLS S.A., held by Wert Blue S.a.r.l, 100% subsidiary of Värde Partners, for a cash consideration of €109 million by LOV S.M.S.A, 100% subsidiary of the Company and owner of the shopping mall The Mall Athens. Therefore, the Company takes full control of the subsidiary LAMDA MALLS S.A., which in turn holds all the shares of LAMDA DOMI S.M.S.A. and PYLAIA S.M.S.A., owners of the shopping malls Golden Hall and Mediterranean Cosmos respectively. The said transaction forms part of the Company's existing strategy to further develop the Shopping Malls' activities.
In July 2022, L.O.V. S.M.S.A. (100%-owned subsidiary and owner of The Mall Athens) signed a new €365 million common bond loan programme with lending banks Eurobank and Piraeus. In August 2022, an amount of €361 million was disbursed for the repayment of an existing €209,5 million bond loan by National Bank of Greece as well as for the financing of recent acquisitions, namely (a) minority stake (31.7%) in LAMDA MALLS S.A. and (b) 100% of McArthurGlen Hellas Single Member LLC (owner of the McArthurGlen Designer Outlet Athens).
In August 2022, the Company announced that L.O.V. S.M.S.A. (100%-owned subsidiary) acquired 100% of the company McArthurGlen Hellas Single Member LLC, owner of the McArthurGlen Designer Outlet Athens, from the company MGE Hellenic Investments S.àr.l. The Gross Asset Value of McArthurGlen Designer Outlet Athens amounts to c.€109 million, as per the independent valuation by CBRE Axies as of 31.12.2021. The transaction consideration amounted to c.€40 million, including the repayment of existing loans granted by the company's previous partners. McArthurGlen Designer Outlet Athens is the premier designer outlet in Greece with a gross leasable area (GLA) of 21,200 sqm and more than 100 retail units, café and restaurants. The occupancy as of 30.06.2022 was c.95% while total footfall, under full and uninterrupted operation (in 2019, before the pandemic), was approximately 4,2 million visitors per annum. The acquisition is an important strategic move, which solidifies LAMDA Development's leading position in the Retail sector as well as generates significant synergies for the Group Shopping Malls portfolio.
Significant developments regarding the Ellinikon project
Infrastructure Works and preliminary/preparatory works
The Company has significantly accelerated its project execution efforts. Among others we highlight the following:
- construction works related to the Posidonos Avenue underpass
- excavations in the Trachones stream
- earthworks for the installation of the high-voltage network
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demolition of existing airport runways
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construction of foundations and basements in the new building that will house people with special needs/disabilities (AMEA)
- soil and groundwater remediation and decontamination works.
Building permits, pre-approvals and certifications of sustainable buildings
- Riviera Tower: in August 2022 the building permit for the residential building Riviera Tower on the Coastal Front of The Ellinikon was issued, marking the commencement of construction works on the highest (200m) building in Greece. Note that the issuance of the permit was completed according to schedule, despite the particularly complex and demanding process (due to the large number of special approvals and the parties involved in the process). In June 2022 the Riviera Tower was granted a "Gold" precertification, according to the internationally recognized LEED (Leadership in Energy & Environmental Design) sustainable building classification system. The Riviera Tower is the first and only residential building in Greece to have received a "Gold" precertification of a green LEED building.
- Sports Complex in the Metropolitan Park: in July 2022 the project study was submitted for preapproval, while its issuance is expected within October 2022. Moreover, in July 2022 the Environmental Terms Approval (AEPO) was issued, a key requirement for the issuance of the building permit for this specific project.
New Business Agreements
.
In the context of the project execution in accordance with the business plan, the Company has recently announced the following new, important agreements:
Integrated Resort Casino (IRC): in September 2022 the Land Agreement was signed between HELLINIKON S.M.S.A. (100% subsidiary) and the company IRC HELLINIKON S.A., regarding the concession of a land in The Ellinikon to IRC HELLINIKON, on which the latter has undertaken to develop the Integrated Resort Casino (IRC). The duration of the Land Agreement is 30 years. The said development will consist of a five (5) star hotel, a conference and exhibition centre as well as an arena for sports and/or cultural events and a casino. The development of the IRC will occur in accordance with the provisions of the Concession Agreement between the Greek State and IRC HELLINIKON, ratified by law by the Hellenic Parliament (L. 4949/2022 – FEK Α' 126/30.06.2022), and is estimated to be completed within three (3) years from the commencement of the relevant works.
Vouliagmenis Mall: regarding the retail development within the Commercial Hub in Vouliagmenis Avenue, expressions of interest have been already submitted by tenants corresponding to 87% of the Gross Leasable Area (GLA), while Heads of Terms (HoT) have been already signed for 24% of GLA. Within 2023 HoT are expected to be signed for 65% of GLA.
Riviera Galleria: regarding the retail development in the area of Marina Ag. Kosmas on the Coastal Front in The Ellinikon, expressions of interest have been already submitted by tenants corresponding to over 60% of GLA, while HoT have been already signed for c3% of GLA.
Customer Deposits for the future purchase of properties in Residential developments
- Land plots for Villas (The Cove Villas): buyers' interest for all plots has already been secured. In July 2022 the SPAs for the two (2) first plots were signed and 50% of the total purchase price was collected. The estimated total revenues during Phase A from the land plots sales are estimated at c.€190m, after completion of the said sales. The construction costs are undertaken by the buyers of the land plots, while the designs and the supervision of the construction are assumed by HELLINIKON S.M.S.A.
- Riviera Tower: in relation to reservations for the future purchase of apartments on the residential tower on the Coastal Front in The Ellinikon, customer deposits have been already submitted corresponding to c.90% of the net saleable area. The signing of the first SPAs is expected to commence in Q4 2022. Upon signing the SPA, 20% of the purchase price is collected. The estimated total revenues during Phase A for all residential units amount to c.€600 million, after completion of the said sales.
- Condos (The Cove Residences): in relation to reservations for the future purchase of apartments in the complexes of luxury homes/apartments (condos) on the Coastal Front, customer deposits have been already submitted corresponding to approximately ¾ of the net saleable area. The estimated total revenues during Phase A for all residential units (condos) amount to c.€270 million, after completion of the said sales.
D. PROSPECTS, SIGNIFICANT RISKS FOR THE YEAR 2022
Impact of the COVID-19 pandemic
The COVID-19 pandemic continues to adversely impact the global as well as domestic economic activity but at slower pace. At global as well as at domestic level there is a gradual lift of measures that were imposed for the to prevent the spread of the pandemic as a crucial level of immunity is achieved. The Group continues to carefully monitor the events regarding the spread of coronavirus COVID-19. The extent to which the Group will be affected by COVID-19 in the next quarters of 2022 will largely depend on the possible future developments of the pandemic. Until today, the Group has taken precautious measures for the safety of its employees and the Shopping Malls visitors, while it complies with the obligations imposed by the official competent authorities to ensure the avoidance of unpleasant consequences from the COVID-19 pandemic.
Impact from inflationary pressures and the energy crisis
In the context of the inflationary pressures observed in international markets as well as in Greece, the Group rental income is mostly inflation adjusted, linked to an adjustment clause in connection to changes in the consumer price index (CPI). The said adjustment clause is translated into a 1,5-2 percentage points margin over the officially announced CPI. As per the official statistics by ELSTAT, in December 2021 the CPI registered a 5,1% annual increase vs. December 2020 (in August 2022 the inflation registered an annual increase of 11,4% vs. August 2021).
Increasing energy costs, a trend observed in the international markets due to the energy crisis is expected to adversely impact Shopping Malls' operating expenses. The Group proceeded to an open tender for energy supply during Q2 2022. In view of the very high prices in the wholesale electricity market, the Group decided not to enter into a fixed price contract but to adopt variable pricing for six (6) months. Based on existing tariffs as well as projections for H2 2022, the annual energy cost for the Shopping Malls is expected to reach c.€6m. Most of the said expenses relate to the common areas in the Shopping Malls, which are undertaken by the shopkeepers/tenants. The Group will proceed to a new, open tender by the end of H2 2022, while constantly monitoring the developments in the energy market, in order to take advantage of any window of opportunity to lock lower prices. Finally, the Group will intensify its efforts to implement its "green" energy investments in eligible properties, to reduce future energy costs, by limiting dependence on traditional energy sources.
Note that the Group has not agreed/contracted final selling prices for the larger part of the projects and developments included in The Ellinikon. This enables the Group to pass on to its counterparties all or part of the increase in raw material prices and energy costs, observed recently in the market, while maintaining selling prices at competitive levels based on the broader market conditions. Worth noting that, in accordance with international practices related to the preparation of future estimates/budgets for projects of similar size and complexity, the Group has included contingencies in the cost estimates for all projects and developments included in The Ellinikon.
Regarding the war in Ukraine and the current geopolitical developments, it is worth highlighting the following: (a) the Company does not own subsidiaries and/or other investments in Russia/Ukraine or in areas directly affect by war conflicts, (b) in the Shopping Malls there are no shopkeepers/tenants originated from the said countries and (c) there are no customers from said countries who have submitted deposits for the future purchase of both apartments on the residential tower Riviera Tower and land plots for Beach Villas.
The Company's Management closely monitors and evaluates the events in relation to the war in Ukraine, as well as the energy crisis, to take the necessary measures and to adjust its business plans (if required) in order to ensure business continuity and limitation of any negative effects on the Group's activities. At this stage it is not possible to predict the general impact that may have on the financial status of the Group's customers a prolonged energy crisis and increase in prices in general. Based on its current assessment, it has concluded that no additional provisions for impairment are required for the Group's financial and non-financial assets as of 30 June 2022.
Fluctuations in property values
Fluctuations in property values are reflected in the Income Statement and Statement of Financial Position according to their fair value. An increase in yields would have a significant impact on the Group's profitability and net assets not only for the existing Shopping Malls but also for part of the assets (Investment Property under development) of the Ellinikon project. In addition, the complete impact of the consequences of the economic situation and the effects of a prolonged crisis in Ukraine, the energy crisis, the inflationary pressures, as well as of a possible spread of coronavirus COVID-19 may affect the market value of the Group's investment property in the future.
However, due to the successful performance of the existing Shopping Malls "The Mall Athens", "Golden Hall" in Maroussi and "Mediterranean Cosmos" in Pylaia Thessaloniki, their market value is less likely to be reduced. In this context, we note that despite the existing factors of increased uncertainty, the values reported provide the best estimate for the Group's investment property.
Credit risk
Credit risk is managed on Group level. Credit risk arises from credit exposures to customers, cash and cash equivalents, as well as restricted cash.
Regarding Group revenue, these are mainly deriving by customers with an assessed credit history and credit limits, while certain sale and collection terms are applied.
Revenue will be significantly affected in case customers are unable to fulfil their contractual obligations due to either downsizing of their financial activities or weakness of the local banking system.
However, the Group on 30.06.2022 has a well-diversified tenant mix consisting mainly of well-known and reputable companies. The customers' financial condition is monitored on a recurring basis. The Group Management considers that there is no substantial risk for doubtful debts, other than those for which sufficient provisions have already been recognized. In addition, customers' credit risk is significantly reduced due to the Group's policy of receiving bank letters of guarantee from tenants.
Taking into account the impact of the COVID-19 pandemic and the energy crisis, the Group and the Company have also included the increase in credit risk to customers whose activities have been adversely affected, as well as to customers whose repayment capacity of their contractual obligations presented a greater risk, in the provision for expected credit losses.
Total value of trade and other receivables is the maximum exposition to the credit risk.
As regards the deposits and current bank balances of the Group and the Company, these are placed in banks that are classified on the external credit rating scale of Moody's. At 30.06.2022 the Group's total cash ("Cash and cash equivalents" and "Restricted cash") are concentrated mainly in 3 bank institutions in Greece at a percentage higher than 10%, which shows significant concentration of credit risk. No credit losses are anticipated in view of the credit status of the banks that the Group keeps its bank accounts.
Foreign exchange risk
The Group operates mainly in Greece and the Balkans and is therefore exposed to foreign exchange risk arising from various currencies. The majority of the Group's transactions are carried out in Euro. Foreign exchange risk arises from future commercial transactions as well as the assets, liabilities and net asset value of investments operating in foreign countries.
The Group's stable policy is to avoid purchasing foreign currency in advance and contracting FX future contracts with external counter-parties, as well as FX hedging.
The Group has participations in subsidiaries that operate abroad which equity is exposed to foreign exchange risk at the conversion of their financial statements for consolidation purposes. Also, the Group's operations outside Greece do not include material commercial transactions and therefore there is not a significant foreign exchange risk. In relation to the operations outside Greece, the most significant operations take place in Serbia where the foreign exchange rate historically does not show considerable changes and most of the Group's transactions are conducted in Euro.
Interest rate risk
The Group's interest rate risk derives mainly from bank loans with floating interest rates based on Euribor. The risk is partially hedged with cash held at floating rates. The Group analyses its interest rate exposure and manages the interest rate risk through refinancing, renewal of existing loans, alternative financing and hedging.
The Group's exposure to the risk of changes in market interest rates mainly concerns the long-term borrowings of the Group with floating interest rates. The Group also manages interest rate risk by having a balanced loan portfolio with fixed and floating interest rates.
More detailed disclosures regarding interest rate risk are presented in note 3 to the consolidated and company condensed financial statements for the six-month period ended June 30, 2022.
Price fluctuation risk
The Group is exposed to fluctuations in demand and offer of real estate in the domestic market which are affected by the macroeconomic developments in the country and the developments in the domestic real estate market (including inventories of the Ellinikon project). Any extreme negative changes of the above may have a corresponding negative impact on business activity, operating cash flows, fair value of the Group's investment property, and in equity.
Decrease in the demand or increased offer or shrinking of the domestic real estate market could adversely affect the Group's business and financial condition, as well as negatively affect the Group's investment property occupancy, the base consideration of commercial cooperation contracts, the level of demand and ultimately the fair value of these properties. Also, the demand of spaces in the Group's investment property may decrease due to the adverse economic condition or due to increased competition. The above may result to lower occupancy rates, renegotiation of commercial cooperation contracts terms, higher costs required for entering into commercial agreements, lower revenue from base remuneration, as well as lower term commercial cooperation contracts.
The Group enters into long term operating lease arrangements for a minimum of 6 years, and the lease payments are adjusted annually according to the Consumer Price Index plus margin coming up to 1,5-2%.
Liquidity Risk
Existing or future risk for profits and capital arising from the Group's inability to either collect overdue debts without incurring significant losses or to meet its obligations when payable, since cash outflows may not be fully covered by cash inflows. The Group ensures the required liquidity in time to meet its obligations in a timely manner, through the regular monitoring of liquidity needs and debt collection from tenants, the maintenance overdraft accounts with systemic banking institutions and the prudent management of cash. The liquidity of the Group is monitored by the Management at regular intervals.
As at 30.06.2022, the short-term bank bond loans mainly include the bank bond loan of the subsidiary SINGIDUNUM-BUILDINGS D.O.O., with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and "Eurobank Direktna a.d., Belgrade" outstanding €30,0 million on 30.09.2022. The Group is in the process of refinancing this loan. Also, the subsidiary L.O.V. S.M.S.A. ("LOV") signed on 23.06.2020 with the credit institution under the name "National Bank of Greece A.E." ("NBG") program and coverage agreement for the issuance of a bond loan of up to €220m, lasting seven years with three distinct series. As at 30.06.2022 the short-term part of this loan amounts to €5,2m. Finally, the joint bond loan of LAMDA FLISVOS MARINA A.E. with Piraeus Bank maturing on 30.11.2022 had a balance of 31.12.2021 €4,7m. This loan was repaid in full within the first quarter of 2022.
Management based on the current levels of cash and forecasts for future cash flows is convinced that the Group and the Company will generate sufficient cash flows from their ongoing activities as well as from their financing activities to adequately meet future working capital and other cash needs. The Group and the Company have a good reputation, significant creditworthiness and an excellent and constructive relationship with the financial institutions that finance them, events that facilitate the negotiations regarding the refinancing and the provision of additional funds to fulfill seamlessly their investment plan, as evidenced by recent developments regarding the financing of the development of the investment in Ellinikon.
More detailed disclosures regarding liquidity risk are presented in note 3 to the consolidated and company condensed financial statements for the six-month period ended June 30, 2022.
External Factors
The Company has investments mainly in Greece, and to an extremely lesser extend in Serbia, Romania and Montenegro. The Group can be affected by external factors such as political instability, economic uncertainty and changes in local tax regimes.
On a macroeconomic level, focusing mainly on Greece, early repayment of the Greek Loan Facility to IMF signals some confidence to the financial markets, reflecting the successful implementation of reform commitments. Additionally, positive prospects are reinforced by the funds of the EU Resilience and Recovery Fund that are expected to foster economic growth through structural investments. However, the disposable income and private consumption in turn are affected by the current economic conditions in Greece, such as the GDP, unemployment, inflation and taxation levels. As such, a potential deterioration of the aforementioned indicators together with a decline in economic sentiment and/or consumer confidence, could result in a decrease of the spending activity of the Group's customers.
The Company's Management closely monitors and evaluates the events in order to take the necessary measures and to adjust its business plans (if required) in order to ensure business continuity and limitation of
any negative effects on the Group's activities. It is worth pointing that the Company has constituted a Risk Management Unit (RMU). The aim of the RMU is to strengthen the risk management culture, while its mission is to make a substantial contribution to the development of a modern operating framework at all organizational levels, to identify, assess and manage the risks faced by the company. RMU ensures that the risks taken by the company's units comply with the risk appetite and tolerance limits set and shaped by the senior management.
Despite the aforementioned uncertainties, the Group's operations continue without any disruption. However, Management is not able to accurately predict the likely developments in the Greek economy and its impact on the Group activities.
The financial risk factors are disclosed in note 3 of the annual consolidated and company financial statements for the year that ended on December, 31st 2021.
E. PENDING LITIGATION
LAMDA DOMI S.M.S.A. "GOLDEN HALL"
With regard to the legal issues relating to the particular investment, the following should be noted:
With respect to LAMDA DOMI S.M.S.A., a public (already private) law entity under the trade name "Hellenic Olympic Committee" ("HOC") has filed a lawsuit against the Public Real Estate Property Company S.A. ("ETAD"). By means of the said lawsuit, the HOC claims to be entitled to, and therefore to be granted, the use, management and exploitation of a plot of land of its ownership in which the International Broadcasting Centre ("IBC") is built. The HOC also claims ETAD to be declared as liable for an overall amount of 90,784,500 Euros, which is alleged to have been the lease price paid by the company under the trade name "LAMDA DOMI S.M.S.A." ("LAMDA DOMI") to ETAD (and its predecessor "HELLENIC OLYMPIC REAL ESTATE S.A") for the period 30.04.2007-30.06.2019. The said lawsuit is based on the alleged by the HOC contravention of Article 35 of Law 3342/2005 to Article 17 of the Constitution and more specifically on the allegation that the delegation of use, management and exploitation deprives the HOC from its right to use the plot and benefit therefrom as its rightful owner. Pursuant to an impleader by ETAD, LAMDA DOMI filed a "supporting intervention" in favor of ETAD. Pursuant to the hearing of the case on 13.05.2021, decision No. 2374/2021 of the Multi-Member First Instance Court of Athens was issued. By means of said decision, the HOC's lawsuit has been dismissed. To the best of our knowledge, HOC has not filed an appeal against said decision.
HELLINIKON S.M.S.A.
HELLINIKON S.M.S.A. has no significant open legal cases against it, but on the other hand there are several open cases in its favour. Therefore, although until the date of publication of the interim condensed financial statements of 30.06.2022 the result cannot be reliably measurable, the Company's Management concludes that by the time those will be finalized, the result will not affect, significantly, the financial results of the Group.
For the aforementioned pending litigation of the Group, we should clarify that there is no reason under IAS 37 for recognizing provisions as according to the relevant opinion of the Group's companies' legal advisors and the Management's estimations, it is not considered as likely that resources will be required to settle these cases.
F. RELATED-PARTY TRANSCATIONS
The related-party transactions according to IAS 24 of the Company and the Group are disclosed in the note 19 of the consolidated and company condensed financial statements for the six-months period ended 30 June 2022. It is noted that the transactions with the related parties are intra-group transactions and there are not significant transactions with related parties outside Group.
Maroussi, 29 September 2022
Board of Directors
Anastasios K. Giannitsis
_______________________
Chairman of the BoD
Odissefs E. Athanasiou Chief Executive Officer
______________________
Evgenia G. Paizi Member of the BoD
_____________________

III. Independent auditor's report
Report on Review of Interim Financial Information
To the Board of Directors of "LAMDA Development S.A."
Introduction
We have reviewed the accompanying condensed company and consolidated statement of financial position of "LAMDA Development S.A."" (the "Company"), as of 30 June 2022 and the related condensed company and consolidated statements of profit or loss, comprehensive income, changes in equity and cash flow statements for the six-month period then ended, and the selected explanatory notes that comprise the interim condensed financial information and which form an integral part of the six-month financial report as required by L.3556/2007.
Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with International Financial Reporting Standards as they have been adopted by the European Union and applied to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, as they have been transposed into Greek Law and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with IAS 34.
Report on other legal and regulatory requirements
Our review has not revealed any material inconsistency or misstatement in the statements of the members of the Board of Directors and the information of the six-month Board of Directors Report, as defined in articles 5 and 5a of Law 3556/2007, in relation to the accompanying condensed interim financial information.

PricewaterhouseCoopers Auditing Company S.A. 268 Kifissias Avenue 152 32 Halandri Sokratis Leptos Bourgi SOEL Reg No 113
Athens, 29 September 2022 The Certified Auditor Accountant
IV. Semi-annual Company and Consolidated Financial Statements for the period 1.1.2022- 30.06.2022
Statement of Financial Position (Company and Consolidated)
| Amounts in € thousands | Note | GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 1 | 30.06.2022 | 31.12.2021 1 | |||||
| ASSETS | ||||||||
| Non-current assets | ||||||||
| Investment property | 5 | 1.893.333 | 1.846.920 | 1.840 | 1.840 | |||
| Inventories | 9 | 606.211 | 606.051 | - | - | |||
| Right-of-use assets | 14 | 159.806 | 140.329 | 7.448 | 8.156 | |||
| Tangible assets | 6 | 57.567 | 58.146 | 4.420 | 4.625 | |||
| Intangible assets | 7 | 20.683 | 20.384 | 2.128 | 2.353 | |||
| Investments in subsidiaries | 8 | - | - | 842.504 | 606.758 | |||
| Investments in joint ventures and associates Deferred tax assets |
8 | 4.805 438 |
3.483 677 |
2.634 387 |
1.467 546 |
|||
| Restricted cash | 12 | 8.571 | 167.000 | 5.661 | 167.000 | |||
| Other receivables | 10 | 28.865 | 29.225 | 85.429 | 84.594 | |||
| Derivative financial instruments | 18 | 6.238 | 310 | - | - | |||
| Other financial instruments | 16 | 751 | 756 | 751 | 756 | |||
| 2.787.268 | 2.873.281 | 953.202 | 878.095 | |||||
| Current assets | ||||||||
| Inventories | 9 | 349.428 | 342.146 | - | - | |||
| Trade and other receivables | 10 | 86.267 | 49.908 | 45.430 | 92.873 | |||
| Current tax assets | 627 | 661 | 198 | 172 | ||||
| Restricted cash | 12 | 231.072 | 210.000 | 231.072 | 210.000 | |||
| Cash and cash equivalents | 11 | 209.715 | 162.402 | 7.344 | 31.505 | |||
| 877.109 | 765.117 | 284.044 | 334.550 | |||||
| Assets classified as held for sale | - | 32.539 | - | 2.570 | ||||
| Total assets | 3.664.377 | 3.670.937 | 1.237.246 | 1.215.215 | ||||
| EQUITY | ||||||||
| Share capital and share premium | 1.024.508 | 1.024.508 | 1.024.508 | 1.024.508 | ||||
| Treasury shares | 29 | (15.848) | (3.729) | (15.848) | (3.729) | |||
| Other reserves | 22.313 | 17.256 | 13.737 | 10.218 | ||||
| Retained earnings/(Accumulated losses) | 142.209 | 164.206 | (235.574) | (212.973) | ||||
| Equity attributable to equity holders of the Company | 1.173.182 | 1.202.241 | 786.823 | 818.024 | ||||
| Non-controlling interests | 8 | 107.465 | 99.002 | - | - | |||
| Total equity | 1.280.647 | 1.301.243 | 786.823 | 818.024 | ||||
| LIABILITIES | ||||||||
| Non-current liabilities Borrowings |
13 | 674.645 | 671.694 | 355.639 | 347.341 | |||
| Lease liabilities | 14 | 186.967 | 179.815 | 5.913 | 6.677 | |||
| Deferred tax liabilities | 185.931 | 175.975 | - | - | ||||
| Derivative financial instruments | 18 | - | 376 | - | - | |||
| Net employee defined benefit liabilities | 914 | 914 | 459 | 459 | ||||
| Provisions for infrastructure investments in HELLINIKON | ||||||||
| S.M.S.A. | 17 | 429.198 | 479.553 | - | - | |||
| Consideration payable for the acquisition of HELLINIKON | 8 | 348.647 | 501.245 | - | - | |||
| S.M.S.A. | ||||||||
| Other non-current liabilities | 15 | 19.697 | 21.378 | - | - | |||
| 1.845.999 | 2.030.950 | 362.011 | 354.477 | |||||
| Current liabilities | ||||||||
| Borrowings | 13 | 45.635 | 49.726 | 12.093 | 11.685 | |||
| Lease liabilities | 14 | 3.045 | 3.097 | 1.824 | 1.697 | |||
| Trade and other payables | 15 | 113.005 | 99.356 | 74.495 | 29.332 | |||
| Provisions for infrastructure investments in HELLINIKON | 17 | 211.539 | 155.455 | - | - | |||
| S.M.S.A. | ||||||||
| Consideration payable for the acquisition of HELLINIKON | 8 | 161.095 | - | - | - | |||
| S.M.S.A. Current tax liabilities |
21 | 3.412 | 1.110 | - | - | |||
| 537.731 | 308.744 | 88.412 | 42.714 | |||||
| Liabilities directly associated with assets classified as held | 8 | - | 30.000 | - | - | |||
| for sale | ||||||||
| Total liabilities | 2.383.730 | 2.369.694 | 450.423 | 397.191 | ||||
| Total equity and liabilities | 3.664.377 | 3.670.937 | 1.237.246 | 1.215.215 | ||||
Semi-annual Financial Report for the six-month period ended 30 June 2022 Income Statement (Company and Consolidated)
| GROUP | COMPANY | |||||||
|---|---|---|---|---|---|---|---|---|
| 01.01.2022 | 01.01.2021 | 01.01.2022 | 01.01.2021 | |||||
| Amounts in € thousands | Note | to | to | to | to | |||
| 30.06.2022 | 30.06.2021 | 30.06.2022 | 30.06.2021 | |||||
| Revenue | 24 | 53.093 | 29.733 | 12.435 | 667 | |||
| Dividends income | 123 | - | 123 | - | ||||
| Net gain/(loss) from fair value adjustment on investment property |
5 | 31.975 | 312.460 | - | - | |||
| Loss from inventory impairment | 9 | (120) | (30) | - | - | |||
| Profit from disposal of investment property | 5 | - | 880 | - | - | |||
| Cost of sales of inventory-land | - | - | - | - | ||||
| Expenses related to investment property | (5.447) | (4.578) | - | - | ||||
| Expenses related to the development of the Ellinikon | ||||||||
| site | 25 | (19.113) | (12.634) | (10.493) | (12.634) | |||
| Employee benefits expense | 27 | (10.856) | (8.341) | (7.173) | (5.773) | |||
| Depreciation | 6, 7,14 | (4.731) | (4.292) | (1.585) | (1.026) | |||
| Provision for impairment relating to investments in | 8 | (440) | - | (3.329) | (3.590) | |||
| subsidiaries, joint ventures and associates | ||||||||
| Provision for impairment of receivables from | - | - | (551) | (753) | ||||
| subsidiaries | ||||||||
| Gain on entities disposal | 8 | 30 | - | 5 | - | |||
| Other operating income / (expenses) - net | 26 | (11.584) | (1.407) | (4.429) | (1.836) | |||
| Operating profit/(loss) | 32.930 | 311.791 | (14.997) | (24.945) | ||||
| Finance income | 27 | 3.135 | 201 | 2.247 | 585 | |||
| Finance costs | 27 | (39.135) | (19.947) | (9.692) | (9.032) | |||
| Share of net profit of investments accounted for through the equity method |
8 | 66 | (396) | - | - | |||
| Profit/(loss) before income tax | (3.004) | 291.649 | (22.442) | (33.392) | ||||
| Income tax expense | (12.315) | (63.079) | (159) | (627) | ||||
| Profit/(loss) for the period | (15.319) | 228.570 | (22.601) | (34.019) | ||||
| Profit/(loss) attributable to: | ||||||||
| Equity holders of the parent | 8 | (22.192) | 224.558 | (22.601) | (34.019) | |||
| Non-controlling interests | 6.873 | 4.012 | - | - | ||||
| (15.319) | 228.570 | (22.601) | (34.019) | |||||
| Earnings / (losses) per share (€) attributable to the equity holders of the parent |
||||||||
| - Basic | 20 | (0,13) | 1,27 | (0,13) | (0,19) | |||
| - Diluted | 20 | (0,13) | 1,27 | (0,13) | (0,19) | |||
| Weighted Average number of shares | 20 | 175.186.725 | 176.736.715 | 175.186.725 | 176.736.715 | |||
| Revised Weighted Average number of shares | 20 | 175.186.725 | 177.176.545 | 175.186.725 | 177.176.545 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € thousands | 01.04.2022 to 30.06.2022 |
01.04.2021 to 30.06.2021 |
01.04.2022 to 30.06.2022 |
01.04.2021 to 30.06.2021 |
|
| Revenue Dividends income |
28.278 123 |
15.811 - |
8.574 123 |
334 - |
|
| Net gain/(loss) from fair value adjustment on | 15.846 | 307.913 | - | - | |
| investment property Loss from inventory impairment Profit from disposal of investment property Cost of sales of inventory-land Expenses related to investment property Expenses related to the development of the Ellinikon site Employee benefits expense Depreciation |
(120) - |
(30) 880 |
- - |
- - |
|
| - (3.651) (10.600) (5.519) (2.358) |
- (4.452) (6.651) (4.249) (2.277) |
- - (7.210) (3.651) (796) |
- - (6.651) (2.924) (515) |
||
| Provision for impairment relating to investments in subsidiaries, joint ventures and associates |
(440) | - | (3.329) | (3.381) | |
| Provision for impairment of receivables from subsidiaries Gain on entities disposal |
- - |
- - |
(353) - |
(753) - |
|
| Other operating income / (expenses) - net | (6.947) | (1.315) | (3.241) | (1.343) | |
| Operating profit/(loss) | 14.612 | 305.630 | (9.883) | (15.233) | |
| Finance income Finance costs |
1.278 (21.139) |
90 (11.108) |
1.221 (5.284) |
270 (5.488) |
|
| Share of net profit of investments accounted for through the equity method |
56 | 22 | - | - | |
| Profit/(loss) before income tax | (5.193) | 294.634 | (13.946) | (20.451) | |
| Income tax expense | (7.021) | (60.930) | - | (1.109) | |
| Profit/(loss) for the period | (12.214) | 233.704 | (13.946) | (21.560) | |
| Profit/(loss) attributable to: | |||||
| Equity holders of the parent | (14.473) | 231.376 | (13.946) | (21.560) | |
| Non-controlling interests | 2.259 | 2.328 | - | - | |
| (12.214) | 233.704 | (13.946) | (21.560) | ||
| Earnings / (losses) per share (€) attributable to the equity holders of the parent |
|||||
| - Basic - Diluted |
(0,08) (0,08) |
1,31 1,31 |
(0,08) (0,08) |
(0,12) (0,12) |
|
| Weighted Average number of shares Revised Weighted Average number of shares |
175.186.725 175.186.725 |
176.736.715 177.176.545 |
175.186.725 175.186.725 |
176.736.715 177.176.545 |
Comprehensive Income Statement (Company and Consolidated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|
| Profit/(loss) for the period | (15.319) | 228.570 | (22.601) | (34.019) | |
| Cash flow hedges, after tax | 2.534 | 393 | - | - | |
| Currency translation differences | 2 | (20) | - | - | |
| Items that may be subsequently reclassified to Income Statement |
2.536 | 373 | - | - | |
| Change in income tax rate | - | (6) | - | (6) | |
| Items that may not be subsequently reclassified to Income Statement |
- | (6) | - | (6) | |
| Other Comprehensive Income for the period | 2.536 | 367 | - | (6) | |
| Total Comprehensive Income for the period | (12.783) | 228.937 | (22.601) | (34.025) | |
| Profit/(loss) attributable to: Equity holders of the parent |
(20.459) | 224.802 | (22.601) | (34.025) | |
| Non-controlling interests | 7.676 (12.783) |
4.135 228.937 |
- (22.601) |
- (34.025) |
|
| GROUP | COMPANY | ||||
| 01.04.2022 | 01.04.2021 | 01.04.2022 | 01.04.2021 | ||
| Amounts in € thousands | to | to | to | to | |
| 30.06.2022 | 30.06.2021 | 30.06.2022 | 30.06.2021 | ||
| Profit/(loss) for the period | (12.214) | 233.704 | (13.946) | (21.560) | |
| Cash flow hedges, after tax Currency translation differences |
1.033 2 |
166 (15) |
- - |
- - |
|
| Items that may be subsequently reclassified to Income Statement |
1.035 | 151 | - | - | |
| Change in income tax rate | - | (6) | - | (6) | |
| Items that may not be subsequently reclassified to Income Statement |
- | (6) | - | (6) | |
| Other Comprehensive Income for the period | 1.035 | 145 | - | (6) | |
| Total Comprehensive Income for the period | (11.179) | 233.849 | (13.946) | (21.566) | |
| Profit/(loss) attributable to: Equity holders of the parent |
(13.766) | 231.469 | (13.946) | (21.566) | |
| Non-controlling interests | 2.587 (11.179) |
2.380 233.849 |
- (13.946) |
- (21.566) |
Statement of Changes in Equity (Consolidated) 2022
| Attributable to equity holders of the parent | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in € thousands |
Share capital and share premium |
Treasury shares |
Other reserves |
Retained earnings / (Accumulated losses) |
Total | Non controlling interests |
Total Equity |
| GROUP | |||||||
| 1 January 2022 |
1.024.508 | (3.729) | 17.256 | 164.206 | 1.202.241 | 99.002 | 1.301.243 |
| Total income: | |||||||
| (Loss) / Profit for the period | - | - | - | (22.192) | (22.192) | 6.873 | (15.319) |
| Other comprehensive income for the period: | |||||||
| Cash flow hedges, after tax Actuarial gain / (losses), after tax |
- | - | 1.731 | - | 1.731 | 803 | 2.534 |
| Currency translation differences | - | - | 2 | - | 2 | - | 2 |
| Total other comprehensive income for the period | - | - | 1.733 | - | 1.733 | 803 | 2.536 |
| Total comprehensive income for the period | - | - | 1.733 | (22.192) | (20.459) | 7.676 | (12.783) |
| Transactions with the shareholders: | |||||||
| Reserves creation | - | - | (195) | 195 | - | - | - |
| Acquisition of treasury shares | - | (12.119) | - | - | (12.119) | - | (12.119) |
| Employees share option scheme | - | - | 3.519 | - | 3.519 | - | 3.519 |
| Acquisitions of Subsidiaries Total transactions with the shareholders for the period |
- - |
- (12.119) |
- 3.324 |
- 195 |
- (8.600) |
787 787 |
787 (7.813) |
| 30 June 2022 |
1.024.508 | (15.848) | 22.313 | 142.209 | 1.173.182 | 107.465 | 1.280.647 |
Statement of Changes in Equity (Consolidated) 2021
| Amounts in € thousands | Share capital and share premium |
Other reserves |
Retained earnings / (Accumulated losses) |
Total | Non controlling interests |
Total Equity |
|---|---|---|---|---|---|---|
| GROUP | ||||||
| 1 January 2021 | 1.024.576 | 8.772 | (26.340) | 1.007.008 | 94.756 | 1.101.764 |
| Total income: | ||||||
| Profit for the period | - | - | 224.558 | 224.558 | 4.012 | 228.570 |
| Other comprehensive income for the period: | ||||||
| Cash flow hedges, after tax | - | 270 | - | 270 | 123 | 393 |
| Actuarial gain / (losses), after tax Currency translation differences |
- | (20) | - | (20) | - | (20) |
| Change in income tax rate | - | (6) | - | (6) | - | (6) |
| Total other comprehensive income for the period | - | 244 | - | 244 | 123 | 367 |
| Total comprehensive income for the year | - | 244 | 224.558 | 224.802 | 4.135 | 228.938 |
| Transactions with the shareholders: | ||||||
| Reserves creation | - | 742 | (742) | - | - | - |
| Employees share option scheme | - | 3.569 | - | 3.569 | - | 3.569 |
| Change in income tax rate | (68) | - | - | (68) | - | (68) |
| Total transactions with the shareholders for the period | (68) | 4.311 | (742) | 3.501 | - | 3.501 |
| 30 June 2021 |
1.024.508 | 13.327 | 197.476 | 1.235.311 | 98.891 | 1.334.202 |
Attributable to equity holders of the parent
Statement of Changes in Equity (Company) 2022
| Amounts in € thousands | Share capital and share premium |
Treasury shares |
Other reserves | Retained earnings / (Accumulated losses) |
Total Equity |
|---|---|---|---|---|---|
| COMPANY | |||||
| 1 January 2022 |
1.024.508 | (3.729) | 10.218 | (212.973) | 818.024 |
| Total income: | |||||
| Loss for the year Other comprehensive income for the period: |
- | - | - | (22.601) | (22.601) |
| Actuarial gain / (losses), after tax | - | - | - | - | - |
| Total other comprehensive income for the period | - | - | - | - | - |
| Total comprehensive income for the period | - | - | - | (22.601) | (22.601) |
| Transactions with the shareholders: | |||||
| Acquisition of treasury shares Employees share option scheme |
- - |
(12.119) - |
- 3.519 |
- - |
(12.119) 3.519 |
| Total transactions with the shareholders for the period | - | (12.119) | 3.519 | - | (8.600) |
| 30 June 2022 |
1.024.508 | (15.848) | 13.737 | (235.574) | 786.823 |
Statement of Changes in Equity (Company) 2021
| Amounts in € thousands |
Share capital and share premium |
Treasury shares |
Other reserves | Retained earnings / (Accumulated losses) |
Total Equity |
|---|---|---|---|---|---|
| COMPANY | |||||
| 1 January 2021 |
1.024.576 | - | 3.132 | (203.296) | 824.412 |
| Total income: | |||||
| Loss for the period | - | - | - | (34.019) | (34.019) |
| Other comprehensive income for the period: | |||||
| Change in income tax rate | - | - | (6) | - | (6) |
| Total other comprehensive income for the period | - | - | (6) | - | (6) |
| Total comprehensive income for the period | - | - | (6) | (34.019) | (34.025) |
| Transactions with the shareholders: | |||||
| Employees share option scheme | - | - | 3.569 | - | 3.569 |
| Change in income tax rate | (68) | - | - | - | (68) |
| Total transactions with the shareholders for the period | (68) | - | 3.569 | - | 3.501 |
| 30 June 2021 |
1.024.508 | - | 6.695 | (237.315) | 793.888 |
Cash Flow Statement (Company and Consolidated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € thousands | 01.01.2022 to |
01.01.2021 to |
01.01.2022 to |
01.01.2021 to |
|
| 30.06.2022 | 30.06.2021 | 30.06.2022 | 30.06.2021 | ||
| Profit/(loss) for the year | (15.319) | 228.570 | (22.601) | (34.019) | |
| Adjustments for: | |||||
| Income tax expense | 12.315 | 63.079 | 159 | 627 | |
| Depreciation | 4.731 | 4.292 | 1.585 | 1.026 | |
| Share of net profit of investments accounted for through the equity method |
(66) | 396 | - | - | |
| Dividends income | (123) | - | (123) | - | |
| Provision for impairment of receivables from subsidiaries | - | - | 551 | 753 | |
| Provision for impairment relating to investments in subsidiaries, joint ventures and associates |
440 | - | 3.329 | 3.590 | |
| Impairment of receivables | (147) | 1.673 | - | (359) | |
| Loss from sale of investment tangible assets / inventories | - | (880) | - | - | |
| (Profit) / loss from sale / acquisition of a percentage of participations in entities |
(30) | - | (5) | - | |
| Employees share option scheme | 3.519 | 3.569 | 3.519 | 3.569 | |
| Finance income | (3.135) | (201) | (2.247) | (585) | |
| Finance costs | 39.135 | 19.947 | 9.692 | 9.032 | |
| Loss from inventory impairment | 120 | 30 | - | - | |
| Net gains / (losses) from fair value adjustment on investment property |
(31.975) | (312.460) | - | - | |
| Other non-cash income / (expense) | - | (4.393) | - | (472) | |
| 9.465 | 3.622 | (6.141) | (16.838) | ||
| Changes in working capital: | |||||
| (Increase)/decrease in inventories | (10.237) | (6.923) | - | - | |
| Decrease/(increase) in trade receivables | (34.119) | (18.561) | 30.466 | (16.200) | |
| (Decrease)/increase in trade payables | (7.190) | (1.612) | (5.617) | 3.188 | |
| (Decrease)/increase related to payments in advance from | |||||
| revenue contracts of HELLINIKON S.M.S.A. | 23.146 | - | - | - | |
| (28.400) | (27.096) | 24.849 | (13.012) | ||
| Income tax paid | (449) | (474) | - | (4) | |
| Net cash (outflow)/inflow from operating activities | (19.384) | (23.948) | 18.708 | (29.854) | |
| Cash flows from investing activities | |||||
| Purchase of tangible assets and investment property | (28.286) | (6.569) | (154) | (1.955) | |
| Purchase of intangible assets | (893) | - | (52) | - | |
| Proceeds from sale of tangible assets and investment property | - | 14.000 | - | - | |
| Dividends/advance dividends received | - | 203 | 17.922 | 203 | |
| Interest received | 82 | 242 | - | 153 | |
| Proceeds from repayment of loans to related parties | - | - | - | 2.150 | |
| Payments of consideration for the (acquisition)/disposal of participations |
858 | (307.276) | 858 | (776) | |
| Cash equivalents at the date of the acquisition | 126 | 794 | - | - | |
| (Increase)/decrease in the share capital of participations | (229) | (300) | (187.745) | (297.954) | |
| Restricted cash | 137.357 | (377.000) | 140.267 | (377.000) | |
| Net cash (outflow) / inflow from investing activities | 109.015 | (675.906) | (28.904) | (675.179) |
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 01.01.2022 | 01.01.2021 | 01.01.2022 | 01.01.2021 | |||
| Amounts in € thousands | to | to | to | to | ||
| 30.06.2022 | 30.06.2021 | 30.06.2022 | 30.06.2021 | |||
| Cash flows from financing activities | ||||||
| Acquisition of treasury shares | (12.468) | - | (12.468) | - | ||
| Dividends paid to non-controlling interests | (4.602) | - | - | - | ||
| Loans received/repayment of loans from related parties |
- | - | (102) | (6.886) | ||
| Proceeds from borrowings | 7.975 | 5.770 | 7.975 | - | ||
| Repayment of borrowings | (9.612) | (15.064) | - | - | ||
| Repayment of lease liabilities | (4.040) | (2.413) | (880) | (660) | ||
| Interest paid and related expenses | (15.342) | (14.515) | (8.331) | (8.484) | ||
| Interest paid related to lease liabilities | (4.074) | (2.569) | (159) | (180) | ||
| Borrowings transaction costs | (154) | (32) | - | - | ||
| Net cash (outflow) / inflow from financing activities |
(42.317) | (28.823) | (13.965) | (16.210) | ||
| Net decrease in cash and cash equivalents | 47.313 | (728.677) | (24.161) | (721.243) | ||
| Cash and cash equivalents at the beginning of the year |
162.402 | 883.155 | 31.505 | 829.352 | ||
| Cash and cash equivalents at end of the year |
209.715 | 154.478 | 7.344 | 108.109 |
Notes to the financial statements
1. General information
These condensed financial statements include the standalone 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 six-month period ended June 30, 2022. The names of the subsidiaries are presented in note 8. The annual financial statements of the Group's subsidiaries are uploaded on the website www.lamdadev.com. The Company's shares are listed on the Athens Stock Exchange.
The main activities of the Company are investment, development and project management in commercial real estate market in Greece, as well as in countries of S.E. Europe (Serbia, Romania and Montenegro) through its subsidiaries. The Group's most significant investments are: three shopping and leisure malls (The Mall Athens and Golden Hall in Athens and Mediterranean Cosmos in Thessaloniki), office complexes in Greece and Romania, Flisvos Marina in Faliro, as well as the metropolitan redevelopment of Hellinikon Airport area, where the Group will develop residencies, hotels, shopping malls, offices, cultural and training centers, information and health centers, other infrastructure, a metropolitan park of 2 million sq.m., as well as the redevelopment of the 3.5 km long coastline, including the exploitation of Marina of Agios Kosmas.
The Company is domiciled in Greece, 37A Kifissias Ave., 15123, Maroussi with the Number in the General Electronic Commercial Registry: 3379701000 and its website address is www.lamdadev.com. The entity Consolidated Lamda Holdings S.A., which is domiciled in Luxembourg, held 43,76% of Company's shares as of 30.06.2022.
These interim condensed Company and Group financial have been approved for issue by the Company's Board of Directors on September 29, 2022.
2. Summary of significant accounting policies
2.1 Basis of preparation of financial statements
These standalone and condensed financial statements have been prepared by the Management in accordance with International Financial Reporting Standards (IFRS) and Interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as they have been adopted by the European Union, and especially International Accounting Standard (IAS) 34 "Interim Financial Reporting", and present the financial position, the operating results and the cash flows based on the going concern assumption which assumes that the Group has plans in place to avoid material disruptions to its operations and available financial resources to meet its operating requirements. In this respect, the Management has concluded that a) the basis of the going concern assumption of these financial statements is appropriate and b) all assets and liabilities have been presented properly in accordance with the Group accounting policies. These interim condensed Group and Company financial statements should be read in conjunction with the annual financial statements for the year ended December 31st , 2021, which are available on the website address www.lamdadev.com.
The Management decision to apply the going concern assumption is based on the estimations related to the future effects of the COVID-19 pandemic, the energy crisis as well as inflationary pressures. This decision is based on the forecasts of future cash flows, the current cash position of the Group, as well as the recent developments regarding the financing of the property development in Ellinikon within 2021 and until April 2022 (note 13), as well as reservations for sales of residential developments in Ellinikon.
The impact due to the coronavirus pandemic COVID-19
The COVID-19 pandemic, although in recession, continued to be present during 1st Half 2022. However, it is noted that the EBITDA profits of Shopping Malls in 1 st Half 2022 was not burdened at all by either the suspension of store operations or from the implementation of the provision of legislative concessions in rents, in complete contrast to the corresponding period of 2021. Consequently, the EBITDA profits of the Shopping Malls in the 1 st Half of 2022 showed accelerated recovery rates compared to pre-pandemic (2019) levels.
Estimated development for the second quarter of 2022
Impact of the COVID-19 pandemic
The COVID-19 pandemic continues to adversely impact the global as well as domestic economic activity but at slower pace. At global as well as at domestic level there is a gradual lift of measures that were imposed for the to prevent the spread of the pandemic as a crucial level of immunity is achieved. The Group continues to carefully monitor the events regarding the spread of coronavirus COVID-19. The extent to which the Group will be affected by COVID-19 in the next quarters of 2022 will largely depend on the possible future developments of the pandemic. Until today, the Group has taken precautious measures for the safety of its employees and the Shopping Malls visitors, while it complies with the obligations imposed by the official competent authorities to ensure the avoidance of unpleasant consequences from the COVID-19 pandemic.
Impact from inflationary pressures and the energy crisis
In the context of the inflationary pressures observed in international markets as well as in Greece, the Group rental income is mostly inflation adjusted, linked to an adjustment clause in connection to changes in the consumer price index (CPI). The said adjustment clause is translated into a 1,5-2 percentage points margin over the officially announced CPI. As per the official statistics by ELSTAT, in December 2021 the CPI registered a 5,1% annual increase vs. December 2020 (in August 2022 the inflation registered an annual increase of 11,4% vs. August 2021).
Increasing energy costs, a trend observed in the international markets due to the energy crisis is expected to adversely impact Shopping Malls' operating expenses. The Group proceeded to an open tender for energy supply during Q2 2022. In view of the very high prices in the wholesale electricity market, the Group decided not to enter into a fixed price contract but to adopt variable pricing for six (6) months. Based on existing tariffs as well as projections for H2 2022, the annual energy cost for the Shopping Malls is expected to reach c.€6m. Most of the said expenses relate to the common areas in the Shopping Malls, which are undertaken by the shopkeepers/tenants. The Group will proceed to a new, open tender by the end of H2 2022, while constantly monitoring the developments in the energy market, in order to take advantage of any window of opportunity to lock lower prices. Finally, the Group will intensify its efforts to implement its "green" energy investments in eligible properties, to reduce future energy costs, by limiting dependence on traditional energy sources.
Note that the Group has not agreed/contracted final selling prices for the larger part of the projects and developments included in The Ellinikon. This enables the Group to pass on to its counterparties all or part of the increase in raw material prices and energy costs, observed recently in the market, while maintaining selling prices at competitive levels based on the broader market conditions. Worth noting that, in accordance with international practices related to the preparation of future estimates/budgets for projects of similar size and complexity, the Group has included contingencies in the cost estimates for all projects and developments included in The Ellinikon.
Regarding the war in Ukraine and the current geopolitical developments, it is worth highlighting the following: (a) the Company does not own subsidiaries and/or other investments in Russia/Ukraine or in areas directly affect by war conflicts, (b) in the Shopping Malls there are no shopkeepers/tenants originated from the said countries and (c) there are no customers from said countries who have submitted deposits for the future purchase of both apartments on the residential tower Riviera Tower and land plots for Beach Villas.
The Company's Management closely monitors and evaluates the events in relation to the war in Ukraine, as well as the energy crisis, to take the necessary measures and to adjust its business plans (if required) in order to ensure business continuity and limitation of any negative effects on the Group's activities. At this stage it is not possible to predict the general impact that may have on the financial status of the Group's customers a prolonged energy crisis and increase in prices in general. Based on its current assessment, it has concluded that no additional provisions for impairment are required for the Group's financial and non-financial assets as of 30 June 2022.
In note 3 of the annual financial statements of period ended June 30st , 2022 regarding "Financial risk management" there is information on the approach of the total risk management of the Group, as well as on the general financial risks that the Group faces regarding the going concern principle.
Financial statements have been prepared under the historical cost principle, except for the investment property 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 information and the amounts of income and expense during the reporting period. Although these calculations are based on Management's best knowledge of current conditions and actions, actual results may ultimately differ from these calculations. Areas involving complex transactions and involving a high degree of subjectivity, or assumptions and estimates that are significant to the financial statements are disclosed in note 4 of the annual financial statements of fiscal year ended December 31st, 2021.
2.2 New standards, amendments to standards and interpretations
For the preparation of the condensed financial statements of period ended June 30, 2022, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2021), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning on January 1, 2022.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1st January 2022. The Group's assessment of the effect of these new standards, amendments to standards and interpretations is presented below.
Standards and Interpretations effective for the financial year 2022
IFRS 16 (Amendment) "Covid-19-Related Rent Concessions - Extension of application period"
(COMMISSION REGULATION (EU) No. 2021/1421 of 30th August 2021, L 305/17 -31.8.2021)
The amendment is effective for annual reporting periods beginning on or after 1 April 2021.
The amendment extended by one year the relief to cover rent concessions that reduce only lease payments due on or before 30 June 2022.
The Group will apply this amendment, but no significant impact is expected based on Management's current assessment of the ongoing COVID-19 situation.
Several Narrow-scope Amendments to IFRS
(COMMISSION REGULATION (EU) No. 2021/1080 of 28th June 2021, L 234/90 – 2.7.2021)
These apply to annual accounting periods starting on or after 1st January 2022.
In May 2020, the IASB issued several narrow-scope amendments to IFRS Standards. The package of amendments includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards.
Amendments to IFRS 3 "Business Combinations" update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. In addition, an exception was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should not recognize contingent assets, as defined in IAS 37, at the acquisition date. Amendments to IAS 16 "Property, Plant and Equipment" prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" clarify that 'costs to fulfil a contract' comprise the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate provision for an onerous contract is established, an entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.
Annual Improvements make minor amendments to IFRS 9 "Financial Instruments" and the Illustrative Examples accompanying IFRS 16 "Leases". The amendment to IFRS 9 addresses which fees should be included in the 10% test for derecognition of financial liabilities. Costs or fees could be paid to either third parties or the lender. Under the amendment, costs or fees paid to third parties will not be included in the 10% test. The amendment to IFRS 16 removed the illustration of payments from the lessor relating to leasehold improvements in Illustrative Example 13 of the standard in order to remove any potential confusion about the treatment of lease incentives.
The Group will apply these amendments, but no significant impact is expected based on Management's current assessment.
Standards and Interpretations effective after 31st December 2022
The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning the 1st of January 2023 or subsequently and have not been adopted from the Group earlier.
IAS 1 "Presentation of Financial Statements" (Amendment) - "Classification of Liabilities as Current or Non-current"
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In January 2020 the IASB issued amendment to IAS 1 "Presentation of Financial Statements" that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.
The Group expects no impact to financial statements since the existing accounting policies are consistent with the proposed amendments. These amendments have not yet been endorsed by the European Union.
IAS 1 "Presentation of Financial Statements" (Amendment) - "Accounting policy disclosures"
(COMMISSION REGULATION (EU) No. 2022/357 of 2nd March 2022, L 68/1 -3.3.2022)
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In February 2021 the IASB issued amendments to IAS 1 "Presentation of Financial Statements" and IFRS Practice Statement 2 "Making Materiality Judgements". The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.
The Group has not yet assessed the impact of the amendment on its financial statements.
IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" (Amendment) - "Definition of accounting estimates"
(COMMISSION REGULATION (EU) No. 2022/357 of 2nd March 2022, L 68/1 -3.3.2022)
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In February 2021 the IASB issued amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". The amendments to IAS 8 clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Group has not yet assessed the impact of the amendment on its financial statements.
IAS 12 "Income Taxes" (Amendment) – "Deferred Tax related to Assets and Liabilities arising from a Single Transaction"
(COMMISSION REGULATION (EU) No. 2022/1392 of 11th August 2022, L 211/78 -12.8.2022)
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In May 2021 the IASB issued amendments to IAS 12 "Income Taxes". The amendments to IAS 12 specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations. IAS 12 "Income Taxes" specifies how a company accounts for income tax, including deferred tax, which represents tax payable or recoverable in the future. In specified circumstances, companies are exempt from recognizing deferred tax when they recognize assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations—transactions for which companies recognize both an asset and a liability. The amendments clarify that the exemption does not apply and that companies are required to recognize deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.
The Group will assess the impact of the amendment on its financial statements. These amendments are not expected to affect the Group.
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. Risks management and fair value estimation
(a) Financial risk factors
The Group is exposed to financial risks, such as market risk (foreign exchange, interest rates and market prices), credit risk and liquidity risk. The interim condensed financial statements do not include all the financial risk factors and disclosures required in the annual financial statements as of 31 December 2021 and should be read in conjunction with them. There has been no change in financial risks as well as risk managements factors compared to 31 December 2021.
I) LIQUIDITY RISK
Existing or future risk for profits and capital arising from the Group's inability to either collect overdue debts without incurring significant losses or to meet its obligations when payable, since cash outflows may not be fully covered by cash inflows. The Group ensures the required liquidity in time to meet its obligations in a timely manner, through the regular monitoring of liquidity needs and debt collection from tenants, the maintenance overdraft accounts with systemic banking institutions and the prudent management of cash.
The liquidity of the Group is monitored by the Management at regular intervals. The following is a table with the analysis of the maturity of financial liabilities for which future cash outflows will be required:
| Amounts in € thousands | GROUP | |||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2022 | 0-1 year | 1-2 years |
2-5 years |
> 5 years | Total | |||
| Borrowings ¹ Derivative financial instruments |
65.153 (739) |
45.801 (1.803) |
403.458 (2.903) |
331.346 - |
845.758 (5.445) |
|||
| Consideration payable for the acquisition of HELLINIKON S.A. ² |
166.650 | - | 8.350 | 440.000 | 615.000 | |||
| Trade and other payables ³ Lease liabilities 4 |
40.017 12.427 |
19.696 12.407 |
- 38.260 |
- 322.450 |
59.713 385.544 |
|||
| 283.508 | 76.101 | 447.165 | 1.093.796 | 1.900.570 | ||||
| GROUP | ||||||||
| 31 December 2021 | 0-1 year | 1-2 years |
2-5 years |
> 5 years | Total | |||
| Borrowings ¹ Derivative financial instruments |
67.023 504 |
34.207 27 |
234.364 (1.115) |
511.846 65 |
847.440 (519) |
|||
| Consideration payable for the acquisition of HELLINIKON S.A. ² |
- | 166.650 | - | 448.350 | 615.000 | |||
| Trade and other payables ³ Lease liabilities 4 |
47.218 11.930 |
21.378 11.917 |
- 35.203 |
- 307.084 |
68.596 366.134 |
|||
| 126.675 | 234.179 | 268.452 | 1.267.345 | 1.896.651 | ||||
| COMPANY | ||||||||
| 30 June 2022 | 0-1 year | 1-2 years |
2-5 years |
> 5 years | Total | |||
| Borrowings ¹ Trade and other payables ³ |
11.031 73.373 |
19.036 - |
33.093 - |
325.516 - |
388.676 73.373 |
|||
| Lease liabilities 4 | 1.792 | 1.316 | 2.622 | 2.149 | 7.879 | |||
| 86.196 | 20.352 | 35.715 | 327.665 | 469.928 | ||||
| COMPANY | ||||||||
| 31 December 2021 | 0-1 year | 1-2 years |
2-5 years |
> 5 years | Total | |||
| Borrowings ¹ Trade and other payables ³ |
11.031 27.331 |
11.031 - |
33.124 - |
331.031 - |
386.217 27.331 |
|||
| Lease liabilities 4 | 1.719 | 1.719 | 2.571 | 2.620 | 8.629 | |||
| 40.081 | 12.750 | 35.695 | 333.651 | 422.177 |
¹ "Borrowings" includes the balances of borrowings (outstanding capital) including future contractual interest at maturity, at unpaid values, which differ from the corresponding book values in the Statement of Financial Position valued at amortized cost under IFRS 9. Since the amount of contractual non-discounted cash flows is related to both floating and non-fixed interest rate loans, the amount presented is determined by the conditions prevailing at the reporting date that is, the actual discounted cash flows were used to determine the discounted cash flows. interest rates valid on 31 December 2021 and 2020, respectively.
² "Consideration payable for the acquisition of HELLINIKON S.A." presented in non-discounted values, which differ from the corresponding book values in the Statement of Financial Position that are valued at amortized cost under IFRS 9.
³ Those relate to liabilities as at 31.12.2021 and 31.12.2020 as recognized in the respective Financial Statements valued at amortized cost. The item "Trade and other payables" does not include the "Unearned income", the "Pre-sales property of HELLINIKON S.A." and the "Payment in advance related to sale of joint venture" of note 15.
⁴ "Lease liabilities" include future contractual leases, at nominal values, which differ from the corresponding carrying amounts in the Statement of Financial Position which are valued at present value under IFRS 16.
As at 30.06.2022, the short-term bank bond loans mainly include the bank bond loan of the subsidiary SINGIDUNUM-BUILDINGS D.O.O., with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and " Eurobank Direktna a.d., Belgrade " outstanding €30,0 million on 30.09.2022. The Group is in the process of refinancing this loan. Also, the subsidiary L.O.V. S.M.S.A. ("LOV") signed on 23.06.2020 with the credit institution under the name "National Bank of Greece A.E." ("NBG") program and coverage agreement for the issuance of a bond loan of up to €220 million, lasting seven years with three distinct series. As at 30.06.2022 the short-term part of this loan amounts to €5,2 million. Finally, the joint bond loan of LAMDA FLISVOS MARINA A.E. with Piraeus Bank maturing on 30.11.2022 had a balance of 31.12.2021 €4,7 million. This loan was repaid in full within the first quarter of 2022.
Financing for the development of the Property of Ellinikon
The Company, on 27.01.2020 signed with "Eurobank S.A." and "Piraeus Bank S.A." the "Heads of Terms" regarding the bank financing intended to cover part of the capital to be invested by the Group during the first five years of the Ellinikon property development.
On 07.04.2021, the Company signed with the aforementioned banks an agreement for the update of the "Head of Terms". The update emanated from the gradual evolution and maturity of the Company's plans regarding the envisaged projects and investments during the first five years of the Project. The aforementioned bank financing agreement includes:
(a) the financing of infrastructure and other developments' works during the first five years of the Project (Phase A), as well as the financing of V.A.T., with a bond loan of up to €442 million to be issued by HELLINIKON S.A. (plus an amount of up to €100 million for financing of recoverable V.A.T. cost), with a duration of 10 years from the Transfer Date.
(b) the financing of the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall), as well as the financing of V.A.T., with a bond loan of up to €415 million to be issued by a special purpose vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an amount of up to €86 million for financing recoverable V.A.T. cost), with a duration of 6 years from the first drawdown (with the possibility of the issuing company to extend the maturity for an additional 5 years, reaching 11 years in total from first loan drawdown); and
(c) the financing of the commercial development within the Aghios Kosmas marina (Riviera Galleria), as well as the financing of V.A.T., with the issuance of a bond loan of up to €102 million to be issued by a special purpose vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an additional amount of up to €19 million for financing of recoverable V.A.T. cost), with a duration of 5 years from the first drawdown (with the possibility of the issuing company to extend the maturity for an additional 6 years, reaching 11 years in total from the loan first drawdown) and in conjunction with the financing mentioned in points (a) and (b) above,
(d) the issuance of a letter of guarantee of €175 million, to secure the fulfillment of LAMDA DEVELOPMENT S.A. obligations to cover any cost overruns of Phase A of the Project, as well as to cover any shortfall in sales and/or assets exploitation intended to finance Phase A of the Project budget l.
Regarding the (a) above, HELLINIKON S.A. signed on 06.04.2022 with the banks "Eurobank S.A." and "Piraeus Bank S.A." the bond program and subscription agreement for the financing of infrastructure and other developments' works of Phase A of up to €394 million, as well as for the financing of V.A.T. (additional amount up to €100 million), with a duration until the completion of 10 years from the Date of Transfer, a fact that covers its revised needs. Regarding, (d) above, LAMDA DEVELOPMENT S.A. signed on 06.04.2022 the relevant contractual documents.
Regarding the (b) and (c) above the Company is still in progress to finalize the contractual agreements with the mandated lead arranger banks.
Customer Deposits for the future purchase of properties in Residential developments
- Land plots for Villas (The Cove Villas): buyers' interest for all plots has already been secured. In July 2022 the SPAs for the two (2) first plots were signed and 50% of the total purchase price was collected. The estimated total revenues during Phase A from the land plots sales are estimated at c.€190 million, after completion of the said sales. The construction costs are undertaken by the buyers of the land plots, while the designs and the supervision of the construction are assumed by HELLINIKON S.M.S.A.
- Riviera Tower: in relation to reservations for the future purchase of apartments on the residential tower on the Coastal Front in The Ellinikon, customer deposits have been already submitted corresponding to c.90% of the net saleable area. The signing of the first SPAs is expected to commence in Q4 2022. Upon signing the SPA, 20% of the purchase price is collected. The estimated total revenues during Phase A for all residential units amount to c.€600 million, after completion of the said sales.
- Condos (The Cove Residences): in relation to reservations for the future purchase of apartments in the complexes of luxury homes/apartments (condos) on the Coastal Front, customer deposits have been already submitted corresponding to approximately ¾ of the net saleable area. The estimated total revenues during Phase A for all residential units (condos) amount to c.€270 million, after completion of the said sales.
The above developments regarding borrowings and reservations for residential developments in Ellinikon will significantly strengthen the liquidity of the Group.
Management based on the current levels of cash and forecasts for future cash flows is convinced that the Group and the Company will generate sufficient cash flows from their ongoing activities as well as from their financing activities to adequately meet future working capital and other cash needs. The Group and the Company have a good reputation, significant creditworthiness and an excellent and constructive relationship with the financial institutions that finance them, events that facilitate the negotiations regarding the refinancing and the provision of additional funds to fulfill seamlessly their investment plan, as evidenced by recent developments regarding the financing of the development of the investment in Ellinikon (note 13).
Surplus cash held by the Group over and above balance required for working capital needs, are managed by the Group treasury Department. Group Treasury Department invests surplus cash in interest bearing current accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. Cash and cash equivalents are considered assets with high credit risk since the current macroeconomic environment in Greece affects significantly the local banks No losses are expected due to the creditworthiness of the banks in which the Group maintains the various bank accounts.
Further to the above, the Group and the Company have contingencies in respect of guarantees and other matters arising in the ordinary course of business, for which no significant additional burdens are expected to arise as described in note 23.
II) INTEREST RATE RISK
The Group's interest rate risk derives mainly from bank loans with floating interest rates based on Euribor. The risk is partially hedged with cash held at floating rates. The Group analyses its interest rate exposure and manages the interest rate risk through refinancing, renewal of existing loans, alternative financing and hedging.
The Group's exposure to the risk of changes in market interest rates mainly concerns the long-term borrowings of the Group with floating interest rates. The Group also manages interest rate risk by having a balanced loan portfolio with fixed and floating interest rates. As of 30 June 2022, approximately 44% of the Group's loans had a fixed interest rate which concerns the common Bond Loan of nominal value €320m and the bond yield is 3.40%.
Specifically, to cover the changes in interest rates, the Group has entered into interest rate swaps for the conversion of floating interest rates into fixed ones, with respect to part of the loan of the subsidiary LAMDA DOMI S.M.S.A. which amounts to €60,8 million as at 30.06.2022, as well as for part of the loan of the subsidiary PYLAIA S.M.S.A. which amounts to €52,4 million as at 30.06.2022. The change in the fair value of the derivatives (interest rate swaps) was recorded in the statement of comprehensive income and the income statement as hedge accounting is applied.
The sensitivity analysis below is based on change in a variable keeping all other variables constant. Actually, such a scenario is not likely to happen, and changes in variables can be related for example to change in interest rate and change in market price.
As of 30 June 2022, a change by +/- 1,00% on reference rates (Euribor) of loans at functional currency with floating rate, would have an impact of - €0,41/+ €0,47 million in finance cost at Group level and an impact of - €0,00/+ €0,00 million Company level. The impact (increase / decrease) on results before tax of the year and the equity respectively of the Group and the Company would be corresponding.
(b) Fair value measurement
The Group in the notes of financial statements provides the required disclosures regarding the fair value measurement through a three-level hierarchy, as follows:
-
Level 1: Financial instruments that are traded in active markets and their fair value is determined based on the published quoted prices valid at the reporting date for similar assets and liabilities.
-
Level 2: Financial instruments that are not traded in active markets whose fair value is determined using valuation techniques and assumptions based either directly or indirectly on market data at the reporting date.
-
Level 3: Financial instruments that are not traded in active markets whose fair value is determined using valuation techniques and assumptions that are not substantially based on market data.
The items in the Statement of Financial Position that are measured and presented at fair value are investment property (note 5), derivative financial products (note 18), and Other financial instruments (note 16).
4. Segment information
The Group is operating into the business segment of real estate in Greece and in Balkans. The Board of Directors (that is responsible for the decision making) defines the segments according to the use 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.
A) Group operating segments
Segment information for the period 1.1.2022-30.06.2022 was as per below:
| Real Estate Property | ||||||||
|---|---|---|---|---|---|---|---|---|
| GREECE | BALKANS | Administrative | Eliminations | |||||
| Amounts in € thousands | Other Shopping Investments Hellinikon buildings Malls in Marinas and land |
Other buildings and land |
and Management Services |
between segments |
Total | |||
| Revenue from third parties | - | 39.855 | 13.269 | 591 | 5 | 3.854 | (4.481) | 53.093 |
| Net gains/(losses) from fair value adjustment on investment property and impairment provisions on inventories |
10.535 | 20.553 | - | 900 | (133) | - | - | 31.855 |
| Expenses related to investment property | - | (8.381) | - | (227) | - | - | 3.161 | (5.447) |
| Expenses related to the development of the Ellinikon site |
(19.113) | - | - | - | - | - | - | (19.113) |
| Gain on disposal of subsidiary | - | - | - | 30 | - | - | - | 30 |
| Employee benefits expense | (364) | - | (876) | - | (81) | (10.845) | 1.310 | (10.856) |
| Other | - | (371) | (3.829) | (138) | (1.204) | (6.492) | 10 | (12.024) |
| Share of net profit of investments accounted for using the equity method |
- | - | - | - | 189 | - | - | 189 |
| EBITDA | (8.942) | 51.656 | 8.564 | 1.156 | (1.224) | (13.483) | - | 37.727 |
The results of Ag. Kosmas Marina are included in the operating segment "Investments in Marinas".
Segment information for the period 1.1.2021-30.06.2021 was as per below:
| Real Estate Property | ||||||||
|---|---|---|---|---|---|---|---|---|
| GREECE | BALKANS | Administrative | Eliminations | |||||
| Amounts in € thousands | Hellinikon | Shopping Malls |
Investments in Marinas |
Other buildings and land |
Other buildings and land |
and Management Services |
between segments |
Total |
| Revenue from third parties | - | 21.858 | 6.940 | 1.358 | 5 | 10 | (438) | 29.733 |
| Net gains/(losses) from fair value adjustment on | ||||||||
| investment property and impairment provisions on inventories |
306.111 | 6.271 | - | 140 | (92) | - | - | 312.430 |
| Cost of sales of inventories | - | - | - | 880 | - | - | - | 880 |
| Expenses related to investment property | - | (5.530) | - | (377) | - | - | 1.329 | (4.578) |
| Expenses related to the development of the Ellinikon site | (12.634) | - | - | - | - | - | - | (12.634) |
| Employee benefits expense | - | - | (709) | (3.069) | (18) | (5.773) | 1.228 | (8.341) |
| Other | - | (5.276) | 2.135 | 2.945 | (1.177) | 2.085 | (2.119) | (1.407) |
| Share of net profit of investments accounted for using the equity method |
- | - | - | (8) | (388) | - | - | (396) |
| EBITDA | 293.477 | 17.323 | 8.366 | 1.869 | (1.670) | (3.678) | - | 315.687 |
The total amount of government compensation from discounts on rents related to the shopping mall sector (€16,4 million) which were granted for the period from January to July 2021, are included in the line of Revenue from third parties. Also, EBITDA of Investments in Marinas includes the positive effect from the discount of the rent in Marina Flisvou amounting to €3,4 million.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
| Amounts in € thousands | GREECE | Administrative and | |||||
|---|---|---|---|---|---|---|---|
| 30 June 2022 | Hellinikon¹ | Shopping malls | Investments in Marinas |
Other investment property |
Other investment property |
Management Services | Total |
| Assets per segment | 1.802.571 | 1.055.980 | 166.751 | 56.640 | 79.212 | 503.223 | 3.664.377 |
| Capital expenses (CAPEX) | 29.894 | 1.010 | 73 | - | - | 997 | 31.974 |
| Liabilities per segment | 1.363.907 | 557.032 | 129.367 | 35.442 | 42.361 | 255.621 | 2.383.730 |
¹Assets, liabilities and CAPEX of Marina Ag. Kosma are included in the operational segment «Hellinikon».
| Amounts in € thousands | GREECE | BALKANS | Administrative and | ||||
|---|---|---|---|---|---|---|---|
| 31 December 2021 | Hellinikon¹ | Shopping malls | Investments in Marinas |
Other investment property |
Other investment property |
Management Services | Total |
| Assets per segment | 1.851.510 | 1.069.302 | 164.415 | 55.364 | 79.546 | 450.800 | 3.670.937 |
| Capital expenses (CAPEX) | 18.431 | 6.229 | 555 | - | - | 2.607 | 27.822 |
| Liabilities per segment | 1.369.678 | 563.414 | 126.969 | 35.703 | 42.302 | 231.628 | 2.369.694 |
¹Assets, liabilities and CAPEX of Marina Ag. Kosma are included in the operational segment «Hellinikon».
A reconciliation of the Group's total adjusted EBITDA to total profit after income tax is provided as follows:
Amounts in € thousands
| Adjusted EBITDA for reportable segments | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|---|---|---|
| EBITDA | ||
| Depreciation of property, plant and equipment | 37.727 | 315.687 |
| Finance income | (4.731) | (4.292) |
| Finance costs | 3.217 | 201 |
| Profit / (loss) before income tax | (39.217) | (19.947) |
| Income tax | (3.004) | 291.649 |
| Profit / (loss) for the year | (12.315) | (63.079) |
| (15.319) | 228.570 |
B) Geographical segments
The segment information for the six-month period ended 30 June 2022 and 30 June 2021 was as per below:
| Amounts in € thousands | Total revenue | Non-current assets | ||||
|---|---|---|---|---|---|---|
| 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
30.06.2022 | 31.12.2021 | |||
| Greece | 53.088 | 29.728 | 2.783.147 | 2.869.329 | ||
| Balkans Total |
5 53.093 |
5 29.733 |
4.121 2.787.268 |
3.952 2.873.281 |
5. Investment property
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Opening balance | 973.536 | 1.002.228 | 1.840 | 1.840 |
| Right-of-use assets – Investment property | 893 | - | - | - |
| Net gain / (loss) from fair value adjustment Disposal of investment property |
21.440 - |
9.778 (13.120) |
- - |
- - |
| Subsequent expenditures on investment property | 186 | 4.649 | - | - |
| IFRS 5 – Assets held for sale (note 8) | - | (30.000) | - | - |
| Investment property – in operation | 996.055 | 973.536 | 1.840 | 1.840 |
| Opening balance | 873.384 | - | - | - |
| Additions due to HELLINIKON S.M.S.A. (note 8) | - | 540.344 | - | - |
| Net gain / (loss) from fair value adjustment Transfers to inventories – at fair value (note 9) Transfers to inventories – at cost (note 9) |
10.535 - - |
315.521 (6.493) (14.431) |
- - - |
- - - |
| Capital expenditures on investment property | 13.359 | 19.374 | - | - |
| Changes in infrastructure costs (note 17) | - | 19.069 | - | - |
| Investment property – under development | 897.278 | 873.384 | - | - |
| Closing balance | 1.893.333 | 1.846.920 | 1.840 | 1.840 |
Investment property includes property which is leased on the basis of operating leases with a fair value of €185.7m and concerns the Mediterranean Cosmos shopping mall. The rights-of-use asset of the that property according to IFRS 16 "Leases" as at 30.06.2022 amounts to €78,3 million (31.12.2021: €77,7 million) and is included above in the "investment property - in operation" (note 14).
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 on each semester or more often, in case that the market conditions meaning the terms of any existing lease and other contracts or the levels of selling prices, differ significantly from those in the previous reporting period. The valuations are prepared by independent qualified valuers mainly using the Discounted Cash Flows (DCF) for the operating properties, that are based on reliable estimates of future cash flows, deriving by the terms of any existing leases and other contracts and (where possible) by external evidence such as current market rents for similar properties in the same location and condition, using discount rates of the investment property, the designation of an exit value, as well as the current market assessments regarding the uncertainty in the amount and timing of these cash flows. For the investment properties under development a combination of residual value method and the above income approach is applied. In some cases where necessary the valuation is based on comparable approach. The aforementioned valuation methods come under hierarchy level 3 as described in note 3.
The main valuation assumptions as at 30.06.2022 in relation to the ones at 31.12.2021 are presented below.
A. Investment properties – In operation
The fair value of both shopping malls and offices has been measured using the Discounted Future Cash Flow (DCF) method following the main assumptions:
- With regards to the Shopping Malls, The Mall Athens has a freehold status, Mediterranean Cosmos is held under a lease that expires in 2065 and Golden Hall is held under a lease that expires in 2103. As far as the office buildings are concerned, they are owned by the Group.
- In short, the discount rates and exit yields according to the latest valuations as at reporting date are as follows:
| Discount rates | Exit yields | ||||
|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| Shopping Malls | |||||
| The Mall Athens | 8,35% | 8,30% | 6,85% | 6,80% | |
| Mediterranean Cosmos | 9,40% | 9,35% | 8,65% | 8,60% | |
| Golden Hall | 9,05% | 9,00% | 7,55% | 7,50% | |
| Offices | |||||
| Cecil, Kefalari | 8,25% | 8,50% | 7,00% | 7,25% |
- 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 Consumer Price Index (CPI) used for the entire calculation period is based on escalating average inflation in a sequence of forecasts for the period 2022-2029+, range from +0,64% to +1,93%.
- Regarding The Mall Athens and Mediterranean Cosmos, the discount rates and exit yields are slightly increased compared to 31.12.2021, as the malls tend to their maturity.
Sensitivity analysis
The most important valuation variables of investment properties are the assumptions regarding the future EBITDA (including the estimates regarding the future monthly rents) of each investment property as well as the discount rates applied at the valuation of the investment property. Therefore, the following table presents 4 basic scenarios regarding the impact that will have on the valuations of the following investment properties an increase / decrease of the discount rate by +/- 25 basis points (+/- 0.25%) per shopping mall and office building, as well as an increase / decrease of exit yields by +/- 25 basis points (+/- 0.25%).
| Discount rates | Exit yields | ||||
|---|---|---|---|---|---|
| Amounts in € thousands | +0,25% | -0,25% | +0,25% | -0,25% | |
| The Mall Athens | (7,2) | 7,4 | (7,6) | 8,2 | |
| Mediterranean Cosmos | (2,8) | 2,9 | (1,8) | 1,9 | |
| Golden Hall | (4,4) | 4,5 | (4,0) | 4,3 | |
| Shopping Malls | (14,4) | 14,8 | (13,4) | 14,4 | |
| Cecil, Kefalari | (0,3) | 0,3 | (0,3) | 0,3 | |
| Offices | (0,3) | 0,3 | (0,3) | 0,3 | |
| Total | (14,7) | 15,1 | (13,7) | 14,7 |
There are real estate liens and pre-notices over the total investment properties – in operation of the Group on 30.06.2022.
B. Investment properties – Under development
Investment properties under development relate to projects under construction with ownership status as well as with a right for use of 99 years, which was acquired with the completion of the transfer of shares of Hellinikon S.M.S.A., intended for the following mentioned uses according to the Integrated Development Plan of the Metropolitan Pole of Hellinikon - Agios Kosmas, in accordance with the provisions of article 2 of law 4062/2012 as amended:
- a) Retail and service shops, including shopping malls (Vouliagmenis Mall) and the commercial development of the Riviera Galleria within the Marina of Agios Kosmas as well as parking lots.
- b) Tourist and hotel facilities as well as recreation areas, resorts and sports facilities.
- c) Education and research offices and facilities, such as schools, universities, research malls and other related facilities.
- d) Areas of recreation and greenery, catering and refreshments, sports facilities and other cultural activities, public services and standard urban infrastructure.
At the reporting date, based on the estimated fair values of investment property, profits of a fair value of €10,5m arose.
| Discount rates | Exit yields | ||||
|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| Investment properties – under development |
6,50%-12,22% | 6,75%-11,42% | 4,25%-9,00% | 4,50%-9,00% |
Sensitivity analysis
The most important valuation variables of investment properties are the assumptions regarding a) discount rates b) exit yields by +/- 50 basis points (+/- 0,50%) as well as c) the impact of timing by 12 months delay and d) change in construction costs (including infrastructure costs). Therefore, the following table presents the basic scenarios regarding the impact that the above variables will have on the valuations:
| Amounts in € thousands |
Discount rates | Exit yields | Timing Impact1 | Change in construction costs2 |
|||
|---|---|---|---|---|---|---|---|
| -0,50% | +0,50% | -0,50% | +0,50% | +12 months | -15% | +15% | |
| Fair Value Impact | 87,1 | -79,6 | 59,6 | -51,6 | -18,7 | 39,0 | -39,0 |
¹The timing impact is mainly related to the possible delay in the scheduled time of issuance of building permits for the investment properties of Phase A, which includes majority of these properties.
²Based on the report of the independent appraiser, the construction costs that have been supported by the above impact from the change of +/- 15% are based on the Group's business plan, which incorporates specific assumptions of construction costs and inflation assumptions, as the latter were disclosed to the independent appraiser.
On part of the Group Investment properties under development there are encumbrances and pre-notations.
The above-mentioned assessments of investment property have taken into account the financial situation in Greece as described in note 2.1, and the exported result is the best, based on the circumstances, assessment of the Group's investment properties. The changes in the fair value of the investment properties and mainly of the shopping malls in operation, in relation to those of the comparative period, differ as they incorporate the effect in the shopping malls of the spread of the coronavirus COVID-19, the geopolitical risk from the war in Ukraine, supply chain disruptions, energy crisis, as well as inflationary pressures.
The Group's total property portfolio was valued by external valuers on fair value, in accordance with the RICS Valuation-Global Standards - Red Book of the Royal Institution of Chartered Surveyors - RICS, which is effective since 31 January 31, 2022, incorporating the International Valuation Standards (IVS).
At the valuation date, the external valuers point out that while the volatile economic environment, due to the geopolitical risks arising from the war in Ukraine combined with the problems faced by the supply chain which have led to repricing in the cost of goods, the energy and the services globally, affects the markets to some extent and creates inflationary pressures, they note that, at the assessment date, real estate markets are mostly operating normally showing satisfactory activity, with several transactions taking place leading to a sufficient volume of comparative data and consequently they help support their decisions in forming opinions about the value of investment property.
The country's government borrowing costs are improving but still remain higher than other European economies. Greek banks have resolved important issues in relation to non-performing loans (NPLs) which until now created significant management and potential risk issues. In this context and given the circumstances, the external valuers state that they have formulated the best possible valuation approach. However, as the situation continues to change in relation to the international economic environment and the operation of the
markets, they point out that they will continue to monitor the trends that will be developed in the coming months.
Due to the above current situation, and for the avoidance of any doubt, their assessment is therefore not subject to "material valuation uncertainty" as described in as defined in VPS 3: Valuation reports and VPS 10 - Application of RICS Valuation Practices (VPGA 10: Valuations in markets susceptible to change: certainty and uncertainty).
The above explanatory note has been included to ensure transparency and to provide information about the market context on which the valuation assessment was based. Recognizing the potential for market conditions to move quickly in response to changes due to geopolitical risks arising from the conflict in Ukraine along with supply disruptions, the energy crisis and inflationary pressures, external valuers point at the importance of the valuation date.
Finally, due to the above volatile factors, the external valuers have integrated into their valuation assessment revenue losses due to the COVID-19 pandemic, as well as expens increases in terms of individual categories of operating/capital expenditure (common charges contribution & energy cost).
There was no change in the valuation methodology used for real estate investments as a result of covid-19, the geopolitical risk stemming from the war in Ukraine, the supply chain disruptions, the energy crisis as well as inflationary pressures. Management and external valuers are of the opinion that discount rates and exit yields are reasonable based on current market conditions and returns expected by investors for these shopping malls, which are considered among the top shopping malls in Greece.
The information provided to the valuers and the assumptions and valuation models used by valuers are reviewed by the investment property management team, the investment property manager and the CFO. The valuators discuss and present directly to the Audit Committee for an overview of the interim and annual results.
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. In this context, the Management carefully monitors the events regarding the spread of coronavirus, geopolitical risk due to Ukraine war, supply chain disruptions, inflationary pressures and energy crisis as the short-term impact on the Group's investment property that are directly connected to the Group's net asset value, remain currently unknown.
Land for sale in Spata, Athens
The subsidiary, LAMDA Estate Development S.M.S.A., on 17.05.2021 signed a purchase agreement based on which two plots of land of a total area of approximately 85 acres in Spata, Athens, were sold for a total consideration of €14,0 million which is approximately to the acquisition cost.
6. Tangible assets
| GROUP | Vehicles | Furniture, | Assets under | |||
|---|---|---|---|---|---|---|
| Amounts in € thousands | Land | Buildings | and machinery |
fittings and equipment |
construction | Total |
| 1 January 2021 | - | 37.324 | 13.576 | 11.224 | 4.347 | 66.471 |
| Additions | - | 379 | 409 | 1.219 | 1.836 | 3.843 |
| Changes in infrastructure costs (note 17) | 397 | - | - | - | - | 397 |
| Disposals / Write-offs | - | - | (6) | - | - | (6) |
| Additions due to acquisition of HELLINIKON | ||||||
| S.M.S.A. | 8.044 | - | 1 | 326 | - | 8.371 |
| Reclassications | - | 2.795 | - | 1.075 | (3.870) | - |
| Transfer to intangible assets | - | - | - | - | (2.147) | (2.147) |
| 31 December 2021 | 8.441 | 40.498 | 13.980 | 13.844 | 166 | 76.929 |
| 1 January 2022 | 8.441 | 40.498 | 13.980 | 13.844 | 166 | 76.929 |
| Additions | - | 198 | 22 | 673 | 108 | 1.001 |
| 30 June 2022 | 8.441 | 40.696 | 14.002 | 14.518 | 274 | 77.930 |
| Accumulated depreciation | ||||||
| 1 January 2021 | - | (1.713) | (6.304) | (7.748) | - | (15.765) |
| Depreciation for the year | - | (1.729) | (595) | (719) | - | (3.043) |
| Disposals / Write-offs | - | - | 5 | 20 | - | 25 |
| 31 December 2021 | - | (3.442) | (6.894) | (8.447) | - | (18.783) |
| 1 January 2022 | - | (3.442) | (6.894) | (8.447) | - | (18.783) |
| Depreciation for the year | - | (170) | (59) | (1.351) | (1.580) | |
| 30 June 2022 | - | (3.612) | (6.953) | (9.798) | - | (20.363) |
| Net book value as of 31 December 2021 | 8.441 | 37.056 | 7.086 | 5.397 | 166 | 58.146 |
| Net book value as of 30 June 2022 | 8.441 | 37.084 | 7.049 | 4.719 | 274 | 57.567 |
| COMPANY | Buildings | Vehicles and machinery |
Furniture, fittings and |
Assets under construction |
Total |
|---|---|---|---|---|---|
| Amounts in € thousands | equipment | ||||
| Acquisition cost | |||||
| 1 January 2021 | 368 | 302 | 2.397 | 3.809 | 6.876 |
| Additions | 2 | - | 77 | 2.208 | 2.287 |
| Disposals / Write-offs | - | (5) | - | - | (5) |
| Reclassications | 2.795 | - | 1.075 | (3.870) | - |
| Transfer to intangible assets | - | - | - | (2.147) | (2.147) |
| 31 December 2021 | 3.165 | 297 | 3.549 | - | 7.011 |
| 1 January 2022 | 3.165 | 297 | 3.549 | - | 7.011 |
| Additions | - | - | 154 | - | 154 |
| 30 June 2022 | 3.165 | 297 | 3.703 | - | 7.165 |
| Accumulated depreciation | |||||
| 1 January 2021 | (287) | (135) | (1.394) | - | (1.816) |
| Additions | (259) | (35) | (279) | - | (573) |
| Disposals / Write-offs | - | 3 | - | - | 3 |
| 31 December 2021 | (546) | (167) | (1.673) | - | (2.386) |
| 1 January 2022 | (546) | (167) | (1.673) | - | (2.386) |
| Additions | (167) | (17) | (175) | - | (359) |
| 30 June 2022 | (713) | (184) | (1.848) | - | (2.744) |
| Net book value as of 31 December 2021 | 2.619 | 130 | 1.876 | - | 4.625 |
| Net book value as of 30 June 2022 | 2.452 | 113 | 1.855 | - | 4.420 |
At Group level, the "Additions due to the acquisition of Hellinikon S.M.S.A." of €8,4 million are related to the cost of land (€8,0 million) and other equipment (€0,4 million) (note 8). The additions mainly concern plots of land on which the following projects are to be carried out:
a) Administration offices for general use purposes by the Administration
b) the extension of the Marina of Agios Kosmas as well as
c) centers for information and provision of information of the general public regarding the work of Hellenikon and the possibilities of navigation and activity within it.
At Group and Company level, the " Reclassifications " are related to the completion of the renovation for the new offices.
Tangible assets are not secured by liens and pre-notices on 30.06.2022.
7. Intangible assets
GROUP
| Other | ||||
|---|---|---|---|---|
| Amounts in € thousands | Goodwill | Software | intangible assets |
Total |
| Acquisition cost | ||||
| 1 January 2021 | 9.587 | 3.061 | 8.602 | 21.250 |
| Additions | - | 509 | - | 509 |
| Additions due to acquisition of HELLINIKON S.M.S.A. | - | 23 | 1.668 | 1.691 |
| Transfer from tangible fixed assets | - | 2.147 | - | 2.147 |
| 31 December 2021 | 9.587 | 5.740 | 10.270 | 25.597 |
| 1 January 2022 | 9.587 | 5.740 | 10.270 | 25.597 |
| Additions | - | 246 | 647 | 893 |
| 30 June 2022 | 9.587 | 5.986 | 10.917 | 26.490 |
| Accumulated depreciation | ||||
| 1 January 2021 | - | (2.898) | (1.544) | (4.442) |
| Depreciation for the year | - | (260) | (511) | (771) |
| 31 December 2021 | - | (3.158) | (2.055) | (5.213) |
| 1 January 2022 | - | (3.158) | (2.055) | (5.213) |
| Depreciation for the period | - | (355) | (239) | (594) |
| 30 June 2022 | - | (3.513) | (2.294) | (5.807) |
| Net book value as of 31 December 2021 | 9.587 | 2.582 | 8.215 | 20.384 |
| Net book value as of 30 June 2022 | 9.587 | 2.473 | 8.624 | 20.683 |
During the acquisition of Hellinikon S.M.S.A., there were additions amounting €1,7 million due to the recognition of the operating license as well as the existing clientele of the existing marina of Agios Kosmas which consists of 337 berths (note 8).
At Group and Company level, the "Transfer from tangible fixed assets" are related to the Company's investment in upgrading the SAP 4/HANA operating system, the implementation of which was completed in 2021.
| COMPANY | Software | Total |
|---|---|---|
| Amounts in € thousands | ||
| Acquisition cost | ||
| 1 January 2021 | 2.862 | 2.862 |
| Additions | 333 | 333 |
| Transfer from tangible fixed assets | 2.147 | 2.147 |
| 31 December 2021 | 5.342 | 5.342 |
| 1 January 2022 | 5.342 | 5.342 |
| Additions | 52 | 52 |
| 30 June 2022 | 5.394 | 5.394 |
| Accumulated depreciation | ||
| 1 January 2021 | (2.747) | (2.747) |
| Depreciation for the year | (242) | (242) |
| 31 December 2021 | (2.989) | (2.989) |
| 1 January 2022 | (2.989) | (2.989) |
| Depreciation for the year | 9277) | (277) |
| 30 June 2022 | (3.266) | (3.266) |
| Net book value as of 31 December 2021 | 2.353 | 2.353 |
| Net book value as of 30 June 2022 | 2.128 | 2.128 |
Impairment test for goodwill
The Management reviews Goodwill for impairment annually (on December 31st) or more frequently if events or changes in circumstances occur that indicate that the carrying amount may have been impaired, in accordance with accounting practice as described in note 2.8 (a) of the annual financial statements as of December 31, 2021. Software and Other Intangible Assets are tested for impairment if events or changes in circumstances occur that indicate that the carrying amount may have decreased.
On 31.12.2021, an impairment test of Goodwill performed by the Group including significant Other Intangible assets, related to the Flisvos Marina, without any impairment recognition. On 30.06.2022 the Management estimates that no impairment is expected due to the continued profitability in the current year and the headroom in the sensitivity analysis carried out on 31.12.2021.
8. Investments in subsidiaries, joint ventures and associates
The Group companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:
| Company | Country of incorporation |
% direct interest |
% in-direct interest |
% Total interest |
|---|---|---|---|---|
| LAMDA DEVELOPMENT S.A. – Parent company |
Greece | |||
| Subsidiaries: | ||||
| HELLINIKON GLOBAL I S.A. | Luxembourg | 100% | 100% | |
| HELLINIKON S.M.S.A. | Greece | 100% | 100% | |
| LAMDA MALLS S.A. | Greece | 54,57% | 13,73% | 68,30% |
| PYLAIA S.M.S.A. | Greece | 68,30% | 68,30% | |
| LAMDA DOMI S.M.S.A. | Greece | 68,30% | 68,30% | |
| L.O.V. S.M.S.A. | Greece | 100% | 100% | |
| LOV LUXEMBOURG S.à R.L. | Luxembourg | 50% | 50% | 100% |
| LAMDA ESTATE DEVELOPMENT S.M.S.A. | Greece | 100% | 100% | |
| KRONOS PARKING S.M.S.A. | Greece | 100% | 100% | |
| LAMDA PRIME PROPERTIES S.M.S.A. | Greece | 100% | 100% | |
| LAMDA ILIDA OFFICE S.M.S.A. | Greece | 100% | 100% | |
| MALLS MANAGEMENT SERVICES S.M.S.A. | Greece | 100% | 100% | |
| ATHENS OLYMPIC MUSEUM A.M.K.E. | Greece | 99% | 1% | 100% |
| MC PROPERTY MANAGEMENT S.M.S.A. | Greece | 100% | 100% | |
| LAMDA DEVELOPMENT WORKS S.M.S.A. | Greece | 100% | 100% | |
| LAMDA LEISURE S.M.S.A. | Greece | 100% | 100% | |
| GEAKAT S.M.S.A. | Greece | 100% | 100% | |
| DEVELOPMENTAL DYNAMIC HOLDINGS | ||||
| S.M.S.A. (ex. Lamda Real Estate | Greece | 100% | 100% | |
| Management S.A.) | ||||
| EVROWIND HOLDINGS S.M.S.A. | Greece | 100% | 100% | |
| GREEN VOLT I.K.E. | Greece | 67,71% | 67,71% | |
| LAMDA MARINAS INVESTMENTS S.M.S.A. | Greece | 100% | 100% | |
| LAMDA FLISVOS HOLDING S.A. | Greece | 83,39% | 83,39% | |
| LAMDA FLISVOS MARINA S.A. | Greece | 64,40% | 64,40% | |
| LAMDA ELLINIKON MALLS HOLDING S.M.S.A. |
Greece | 100% | 100% | |
| LAMDA VOULIAGMENIS S.M.S.A. | Greece | 100% | 100% | |
| LAMDA RIVIERA S.M.S.A. | Greece | 100% | 100% | |
| LAMDA DEVELOPMENT (NETHERLANDS) | ||||
| B.V. | Netherlands | 100% | 100% | |
| SINGIDUNUM - BUILDINGS D.O.O. | Serbia | 100% | 100% | |
| TIHI E.O.O.D. | Bulgaria | 100% | 100% | |
| LAMDA DEVELOPMENT MONTENEGRO | ||||
| D.O.O. | Montenegro | 100% | 100% | |
| PROPERTY DEVELOPMENT D.O.O. | Serbia | 100% | 100% | |
| LAMDA DEVELOPMENT SOFIA E.O.O.D. | Bulgaria | 100% | 100% | |
| ROBIES SERVICES LTD | Cyprus | 90% | 90% | |
| ROBIES PROPRIETATI IMOBILIARE S.R.L. | Romania | 90% | 90% | |
| LAMDA DEVELOPMENT ROMANIA S.R.L. | Romania | 100% | 100% | |
| Joint ventures: | ||||
| LAMDA AKINITA S.A. | Greece | 50% | 50% |
| Associates: | ||||
|---|---|---|---|---|
| SC LAMDA MED S.R.L. | Romania | 40% | 40% | |
| ATHENS METROPOLITAN EXPO S.A. | Greece | 11,67% | 11,67% | |
| METROPOLITAN EVENTS | Greece | 11,67% | 11,67% | |
| STOFERNO S.A. | Greece | 25% | 25% | |
| LIMAR MACEDONIA REAL ESTATE COMPANY | Greece | 20% | 20% | |
| S.M.S.A. |
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.
- Investments in joint ventures relates to strategic investments of the Group mainly for utilization and exploitation of investment properties. The Group sold the joint venture LAMDA AKINITA S.A. in February 2022.
- 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 significant influence over their operations.
- The Group provides guarantees to banks including pledged shares deriving from its borrowings.
- The subsidiary LAMDA DEVELOPMENT SOFIA E.O.O.D. is under liquidation.
- The Group completed the liquidation and termination of the subsidiaries PROPERTY DEVELOPMENT D.O.O. (December 2021) and TIHI E.O.O.D. (February 2022)
- The Group sold the subsidiary LAMDA ILIDA OFFICE S.M.S.A. in December 2021.
- The Group acquired on 25.06.2021 100% of shares of HELLINIKON S.M.S.A.
- On 16.03.2021 the Group acquired 100% of shares of SINGIDUNUM BUILDINGS D.O.O. which is now consolidated through the full consolidation method, compared to the equity method previously (joint venture).
- The Group increased in February 2022 its participation share in associate STOFERNO S.A. from 25% to 29,76%, participation in a share capital increase.
- The Group incorparated in Februray 2022 the 100% subsidiary EVROWIND HOLDINGS S.M.S.A., in May 2022 the 100% subsidiaries LAMDA ELLINIKON MALLS S.M.S.A., LAMDA VOULIAGMENIS S.M.S.A. and LAMDA RIVIERA S.M.S.A., and in July 2022 the 100% subsidiary LAMDA INNOVATIVE S.M.S.A..
- The Group acquired in June 2022 the 67,71% subsidiary GREEN VOLT I.K.E. through a participation in a share capital increase amounting to €1,65 million. This subsidiary will operate in renewable energy sector.
- The Group acquired in June 2022 the 20% of the associate LIMAR MACEDONIA REAL ESTATE COMPANY S.M.S.A. for a consideration of €1,5 million. This associate owns land plots of 72,121 sqm, strategically located next to the Mediterranean Cosmos Shopping Mall, in eastern Thessaloniki.
- The Group in July 2022 increased its share from 68,30% to 100% in subsidiaries LAMDA MALLS S.A., PYLAIA S.M.S.A. and LAMDA DOMI S.M.S.A. acquiring a minority stake (31,7%) held by Wert Blue SarL, 100% subsidiary of Värde Partners, for a cash consideration of €109 million.
- The Group in August 2022 acquired 100% of the company MCARTHURGLEN HELLAS S.M.L.L.C., owner of the McArthurGlen Designer Outlet Athens in Spata, in the Attica prefecture, from the company MGE Hellenic Investments S.àr.l.. The transaction consideration amounts to c.€40 million, including the repayment of existing loans granted by the company's previous partners.
(a) Investments of the Company in subsidiaries
The Company's investment in subsidiaries is as follows:
Amounts in € thousands 30.06.2022
| Name | Country of incorporation |
% Interest held |
Cost | Impairment | Carrying amount |
|---|---|---|---|---|---|
| HELLINIKON GLOBAL I S.A. | Luxembourg | 100% | 300.131 | - | 300.131 |
| LAMDA MALLS S.A. | Greece | 68,30% | 51.496 | - | 51.496 |
| L.O.V. S.M.S.A. | Greece | 100% | 133.367 | - | 133.367 |
| LOV LUXEMBOURG S.à R.L. | Luxembourg | 100% | 368 | - | 368 |
| LAMDA ESTATE DEVELOPMENT S.M.S.A. | Greece | 100% | 31.420 | (27.600) | 3.820 |
| LAMDA PRIME PROPERTIES S.M.S.A. | Greece | 100% | 9.272 | - | 9.272 |
| MALLS MANAGEMENT SERVICES S.M.S.A. | Greece | 100% | 1.224 | (700) | 524 |
| ATHENS OLYMPIC MUSEUM A.M.K.E. | Greece | 100% | 1.555 | (1.500) | 55 |
| MC PROPERTY MANAGEMENT S.M.S.A. | Greece | 100% | 745 | - | 745 |
| LAMDA DEVELOPMENT WORKS S.M.S.A. | Greece | 100% | 9.070 | (3.130) | 5.940 |
| LAMDA LEISURE S.M.S.A. | Greece | 100% | 4.400 | (4.350) | 50 |
| GEAKAT S.M.S.A. | Greece | 100% | 15.173 | (10.030) | 5.143 |
| DEVELOPMENTAL Dynamic Holdings S.M.S.A. | Greece | 100% | 4.410 | (1.310) | 3.100 |
| LAMDA MARINAS INVESTMENTS S.M.S.A. | Greece | 100% | 16.665 | - | 16.665 |
| LAMDA ELLINIKON MALLS HOLDING S.M.S.A. | Greece | 100% | 234.000 | - | 234.000 |
| LAMDA DEVELOPMENT (NETHERLANDS) B.V. | Netherlands | 100% | 105.028 | (27.200) | 77.828 |
| LAMDA DEVELOPMENT MONTENEGRO D.O.O. | Montenegro | 100% | 800 | (800) | - |
| LAMDA DEVELOPMENT SOFIA E.O.O.D. | Bulgaria | 100% | 363 | (363) | - |
| ROBIES SERVICES LTD | Cyprus | 90% | 1.823 | (1.823) | - |
| LAMDA DEVELOPMENT ROMANIA S.R.L. | Romania | 100% | 741 | (741) | - |
| Total | 922.051 | (79.547) | 842.504 | ||
| Amounts in € thousands | 31.12.2021 | ||||
|---|---|---|---|---|---|
| Name | Country of incorporation |
% Interest held |
Cost | Impairment | Carrying amount |
| HELLINIKON GLOBAL I S.A. | Luxembourg | 100% | 300.131 | - | 300.131 |
| LAMDA MALLS S.A. | Greece | 68,30% | 51.496 | - | 51.496 |
| L.O.V. S.M.S.A. | Greece | 100% | 133.367 | - | 133.367 |
| LOV LUXEMBOURG S.à R.L. | Luxembourg | 100% | 368 | - | 368 |
| LAMDA ESTATE DEVELOPMENT S.M.S.A. | Greece | 100% | 31.420 | (27.600) | 3.820 |
| LAMDA PRIME PROPERTIES S.M.S.A. | Greece | 100% | 9.272 | - | 9.272 |
| MALLS MANAGEMENT SERVICES S.M.S.A. | Greece | 100% | 1.224 | (700) | 524 |
| ATHENS OLYMPIC MUSEUM A.M.K.E. | Greece | 100% | 1.109 | - | 1109 |
| MC PROPERTY MANAGEMENT S.M.S.A. | Greece | 100% | 745 | - | 745 |
| LAMDA DEVELOPMENT WORKS S.M.S.A. | Greece | 100% | 9.070 | (3.130) | 5.940 |
| LAMDA LEISURE S.M.S.A. | Greece | 100% | 3.750 | (3.050) | 700 |
| GEAKAT S.M.S.A. | Greece | 100% | 15.073 | (10.030) | 5.043 |
| DEVELOPMENTAL Dynamic Holdings S.M.S.A. | Greece | 100% | 1.410 | (1.310) | 100 |
| LAMDA MARINAS INVESTMENTS S.M.S.A. | Greece | 100% | 16.665 | - | 16.665 |
| LAMDA ELLINIKON MALLS HOLDING S.M.S.A. | Greece | 100% | - | - | - |
| LAMDA DEVELOPMENT (NETHERLANDS) B.V. | Netherlands | 100% | 104.678 | (27.200) | 77.478 |
| LAMDA DEVELOPMENT MONTENEGRO D.O.O. | Montenegro | 100% | 800 | (800) | - |
| LAMDA DEVELOPMENT SOFIA E.O.O.D. | Bulgaria | 100% | 363 | (363) | - |
| ROBIES SERVICES LTD | Cyprus | 90% | 1.823 | (1.823) | - |
| LAMDA DEVELOPMENT ROMANIA S.R.L. | Romania | 100% | 741 | (741) | - |
| Total | 683.505 | (76.747) | 606.758 |
The movement in investment in subsidiaries is as follows:
| Amounts in € thousands | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Opening balance | 606.758 | 310.562 |
| Increase / (Decrease) in share capital | 4.546 | 301.086 |
| Provision of impairment | (2.800) | (3.590) |
| Establishment of new company | 234.000 | - |
| Sale of subsidiary | - | (1.300) |
| Closing balance | 842.504 | 606.758 |
Increase / decrease in share capital
The Company, within the first semester of 2022, proceeded to share capital increase in LAMDA LEISURE S.M.S.A. with an amount of €0,65 million (capital due as of 30.06.2022: €0,65 million), GEAKAT S.M.S.A. with an amount of €0,1 million, DEVELOPMENTAL Dynamic Holdings S.M.S.A. with an amount of €3 million, LAMDA DEVELOPMENT (NETHERLANDS) B.V. with an amount of €0,35 million, and ATHENS OLYMPIC MUSEUM A.M.K.E. with an amount of €0,45 million.
Establishment of new company
The Company, within the first semester of 2022, proceeded to the establishment of new subsidiary LAMDA ELLINIKON MALLS HOLDING S.M.S.A. with initial share capital of €234 million. During the first semester the Company made partial payments of the initial share capital in cash totaling €183,6 million (capital due as of 30.06.2022: €50,4 million).
Provision of impairment
During the first semester, a provision of impairment was recognized for the investments that the Company holds in the subsidiaries amounting €2,8 million as per below:
| 30.06.2022 | |
|---|---|
| ATHENS OLYMPIC MUSEUM A.M.K.E. | (1.500) |
| LAMDA LEISURE S.M.S.A. | (1.300) |
| Total | (2.800) |
Acquisition held in participation – Business combination
Acquisitions of businesses within the scope of IFRS 3 are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in the income statement as incurred.
Goodwill is measured as the excess of (a) the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over (b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in the income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
On 05.08.2022, the Company announces that its 100% subsidiary, LOV S.M.S.A., acquired 100% of the company McArthurGlen Hellas Single Member LLC, owner of the McArthurGlen Designer Outlet Athens in Spata, in the Attica prefecture, from the company MGE Hellenic Investments S.à r.l.. McArthurGlen Designer Outlet Athens is the premier designer outlet in Greece with a gross leasable area (GLA) of 21,200 sqm and more than 100 retail units, café and restaurants. The occupancy as of 30.06.2022 was c.95% while total footfall, under full and uninterrupted operation (in 2019, before the pandemic), was approximately 4.2 million visitors per annum. The said transaction forms part of the Company's existing strategy to further develop the activities as well as the portfolio of the Shopping Malls.
The base consideration paid on 05.08.2022 was €35.807 thousand, including repayment of pre-existing loans which were granted by the previous partners of the company totaling €17,805 thousand. In addition, the agreement provides for a contingent consideration (adjusted base consideration based on the net assets as of 05.08.2022 and the collections on the company's receivables from the shopkeepers). According to the Management's estimates, the contingent payment may amount up to €6,470 thousand.
The acquisition will be accounted as a business combination. Therefore, all of the transferred assets as well as all of the liabilities of McArthurGlen Hellas S.M.L.L.C. were valued at fair value.
The following table summarizes the provisional estimated fair value of the assets and liabilities of McArthurGlen Hellas S.M.L.L.C. on the date of acquisition 05.08.2022:
Statement of financial position
| Amounts in € thousands | |
|---|---|
| Investment property | 108.500 |
| Trade and other receivables | 5.230 |
| Cash and cash equivalents | 3.875 |
| Total assets | 117.605 |
| Borrowings | (86.156) |
| Income tax liabilities | (246) |
| Deferred tax liabilities | (11.750) |
| Trade and other payables | (6.408) |
| Total liabilities | (104.560) |
| Fair value of acquired interest in assets | 13.045 |
| Payment of pre-existing loans | 17.805 |
| Goodwill | 11.427 |
| Total purchase consideration | 42.277 |
The above fair values of the net assets of McArthurGlen Hellas S.M.L.L.C., as well as the acquisition price, are provisional and the Group, pursuant to IFRS 3 par. 45, will calculate the final values within the measurement period (12 months from the date of acquisition).
Non-controlling interests
The Group's non-controlling interests during 30.06.2022 amount to €107,5 million (31.12.2021: €99,0 million) out of which €93,6 million (31.12.2021: €85,8 million) comes mainly from the subsidiary LAMDA MALLS S.A. representing 31.7% on the LAMDA MALLS S.A. sub-group's equity, which subsidiaries by 100% are LAMDA DOMI S.M.S.A. and PYLAIA S.M.S.A.. Also, the Group's non-controlling interests of €13,3 million as at 30.06.2022 (31.12.2021: €13,4 million) come from the sub-group LAMDA MARINAS INVESTMENTS S.M.S.A. and represent 35.6% of its equity.
The main financial statements of LAMDA MALLS SA's sub-Group are presented below:
| Amounts in € thousands 30.06.2022 31.12.2021 Investment property 528.437 514.609 Other non-current assets 11.772 11.594 Receivables 14.250 9.609 Cash and cash equivalents 36.849 42.341 591.308 578.153 Deferred income tax liabilities 52.497 47.492 Long-term borrowings 145.535 148.196 Long-term lease liability 77.922 77.289 Other non-current liabilities 852 1.225 Short-term borrowings 4.773 3.920 Short-term lease liability 365 420 Trade and other payables 14.163 28.832 296.107 307.374 Equity 295.201 270.779 Profit/(loss) attributable to: Equity holders of the parent 201.622 184.942 |
Statement of financial position | ||
|---|---|---|---|
| Non-controlling interests | 93.579 | 85.837 |
Income statement and other comprehensive income
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|---|---|---|
| Revenue | 23.911 | 12.658 |
| Net gain / (loss) from fair value adjustment on investment property | 12.939 | 4.521 |
| Other operating income / (expenses) - net | (3.540) | (4.137) |
| Finance costs - net | (4.631) | (4.640) |
| Profit/(loss) before income tax | 28.679 | 8.402 |
| Income tax expense | (6.793) | 2.098 |
| Profit/(loss) | 21.886 | 10.500 |
| Other comprehensive income for the year | 2.535 | (236) |
| Total comprehensive income for the year | 24.421 | 10.264 |
| Attributable to non-controlling interests | 7.741 | 3.254 |
| Dividends paid to non-controlling interests | 4.602 | - |
Cash flow statement
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|---|---|---|
| Cash inflow from operating activities | 12.519 | (3.774) |
| Cash (outflow) / inflow from investing activities | (743) | (1.095) |
| Cash (outflow) / inflow from financing activities | (17.269) | (1.898) |
| Net decrease in cash and cash equivalents | (5.493) | (6.767) |
The main financial statements of LAMDA MARINAS INVESTMENTS S.M.S.A.'s sub-Group are presented below:
| Amounts in € thousands Tangible assets 40.169 40.981 Right-of-use assets 100.789 93.118 Intangible assets 15.940 16.175 Trade and other receivables 3.207 2.328 Cash and cash equivalents 6.645 11.813 Total assets 166.750 164.415 - 4.673 Borrowings 105.329 98.461 Lease liability 101 101 Net employee defined benefit liabilities 1.796 1.718 Deferred tax liabilities Total liabilities 22.142 22.016 129.368 126.969 EQUITY Profit/(loss) attributable to: 37.382 37.446 Equity holders of the parent Non-controlling interests |
Statement of financial position | 31.06.2022 | 31.12.2021 |
|---|---|---|---|
| 24.076 24.084 |
|||
| 13.306 13.362 |
Income statement and other comprehensive income
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|---|---|---|
| Revenue | 9.708 | 6.940 |
| Employee benefits expense | (876) | (789) |
| Depreciation | (3.026) | (3.054) |
| Other operating income / (expenses) - net | (2.538) | 2.214 |
| Finance income/(costs) net | (2.965) | (2.857) |
| Profit before income tax | 303 | 2.454 |
| Income tax expense | (365) | (537) |
| Profit | (62) | 1.917 |
| Other comprehensive income for the year | - | - |
| Total comprehensive income for the year | (62) | 1.917 |
| Attributable to non-controlling interests | (55) | 696 |
| Dividends paid to non-controlling interests | - | - |
Cash flow statement
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
|---|---|---|
| Cash inflow from operating activities | 5.008 | 4.022 |
| Cash (outflow) / inflow from investing activities | - | (334) |
| Cash (outflow) / inflow from financing activities | (10.175) | (3.595) |
| Net decrease in cash and cash equivalents | (5.167) | 93 |
(b) Investments of the Group and the Company in associates
The Company participates in the following joint ventures:
| Amounts in € thousands | 31.12.2021 | ||||
|---|---|---|---|---|---|
| Company | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
| LAMDA AKINITA S.A. | Greece | 50% | 4.454 | (1.884) | 2.570 |
| Total | 4.454 | (1.884) | 2.570 |
The Group participates in the following joint ventures:
Amounts in € thousands 31.12.2021
| Company | Country of incorporation |
% interest held |
Cost | Share of interest held |
Carrying amount |
|---|---|---|---|---|---|
| LAMDA AKINITA S.A. | Greece | 50% | 4.454 | (1.916) | 2.538 |
| Total | 4.454 | (1.916) | 2.538 |
The movement of the consortia of the Group and the Company is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Opening balance | - | 31.619 | - | 2.570 |
| Share in profit / (loss) | - | (429) | - | - |
| Acquisition of interest held in participation / Change in the consolidation method |
- | (28.652) | - | - |
| Assets held for sale | - | (2.538) | - | (2.570) |
| Closing balance | - | - | - | - |
Notes on the above-mentioned joint ventures:
- Joint ventures are structured through separate companies that provide the Group with rights to their net assets.
- The investment of the joint venture LAMDA AKINITA S.A. is presented in the Statement of Financial Position 31.12.2021 under "Assets held for sale"». In December 2021 the Company agreed to sell the percentage (50%) of the shares held in the joint venture LAMDA AKINITA S.A. The transaction was completed on 01.02.2022. Consideration was €2.575 thousand. Gain recognized from the aforementioned sale was €5 thousand at Company level and €30 thousand at Group level which are included in the Income Statement under "Gain on entities disposal".
- On March 16, 2021, the Group acquired from IMO Property Investments AD Beograd the remaining 20.01% of the shares of SINGIDUNUM-BUILDINGS D.O.O. Until now, the Group owned 79.99% of the shares of SINGIDUNUM-BUILDINGS D.O.O. through the subsidiary LAMDA DEVELOPMENT (NETHERLANDS) B.V.. With the completion of the transaction on 16.03.2021, LAMDA DEVELOPMENT S.A. becomes the sole shareholder and acquires the control of SINGIDUNUM-BUILDINGS D.O.O., controlling the subsidiary LAMDA DEVELOPMENT (NETHERLANDS) B.V.. Following the above, SINGIDUNUM-BUILDINGS D.O.O. is consolidated by the method of full consolidation in the financial statements.
(c) Investments of the Group and the Company in associates
The Company participates in the following associates' equity:
| Amounts in € thousands | |||||
|---|---|---|---|---|---|
| Company | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
| ATHENS METROPOLITAN EXPO S.A. STOFERNO S.A. |
Greece Greece |
11,67% 29,76% |
1.167 529 |
- (529) |
1.167 - |
| LIMAR MACEDONIA REAL ESTATE COMPANY S.M.S.A. |
Greece | 20% | 1.467 | - | 1.467 |
| Total | 3.163 | (529) | 2.634 |
The Company proceeded within the 1 St Half of 2022 to a share capital increase with cash in the associate STOFERNO S.A. with an amount of €0,2 m.illion In June 2022, the Company acquired 20% of the related company LIMAR MACEDONIA REAL ESTATE COMPANY S.M.S.A. for a price of €1,5 million. The associate owns plots of land with a total area of 72,121 sq.m., strategically located next to the Mediterranean Cosmos shopping mall, in eastern Thessaloniki.
| Amounts in € thousands | 31.12.2021 | ||||
|---|---|---|---|---|---|
| Company | Country of incorporation |
% interest held |
Cost | Impairment | Carrying amount |
| ATHENS METROPOLITAN EXPO S.A. | Greece | 11,67% | 1.167 | - | 1.167 |
| STOFERNO S.A. | Greece | 25,00% | 300 | - | 300 |
| Total | 1.467 | - | 1.467 |
In February 2021 the Company acquired 25% of the shares of STOFERNO S.A. against a total price of €0,3 million STOFERNO S.A. is active in the courier industry.
The Group participates in the following associates' equity:
| Amounts in € thousands | 30.06.2022 | ||||
|---|---|---|---|---|---|
| Company | Country of incorporation |
% interest held |
Cost | Share of interest held |
Carrying amount |
| ATHENS METROPOLITAN EXPO S.A. | Greece | 11,67% | 1.167 | - | 1.167 |
| SC LAMDA MED SRL | Romania | 40,00% | 933 | 1.238 | 2.171 |
| STOFERNO S.A. | Greece | 29,76% | 529 | (529) | - |
| LIMAR MACEDONIA REAL ESTATE COMPANY S.M.S.A. |
Greece | 20% | 1.467 | - | 1.467 |
| Total | 4.096 | 709 | 4.805 |
| Amounts in € thousands | 31.12.2021 | ||||
|---|---|---|---|---|---|
| Company | Country of incorporation |
% interest held |
Cost | Share of interest held |
Carrying amount |
| ATHENS METROPOLITAN EXPO S.A. | Greece | 11,67% | 1.167 | - | 1.167 |
| SC LAMDA MED SRL | Romania | 40,00% | 933 | 1.173 | 2.106 |
| STOFERNO S.A. | Greece | 25,00% | 300 | (89) | 211 |
| Total | 2.400 | 1.084 | 3.483 |
The movement of associates of the Group and the Company is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Opening balance | 3.483 | 3.239 | 1.467 | 1.167 |
| Share capital increase | 229 | 300 | 229 | 300 |
| Share in profit / (loss) | 66 | (56) | - | - |
| Acquisitions of businesses | 1.467 | - | 1.467 | - |
| Provision for impairment | (440) | - | (529) | - |
| Closing balance | 4.805 | 3.483 | 2.634 | 1.467 |
Provision for impairment
During the first semester of 2022, a provision for impairment was recognized for the investments in associates amounting €0,5 million as per below:
| GROUP | COMPANY | ||
|---|---|---|---|
| STOFERNO S.A. | (440) | (529) | |
| Total | (440) | (529) |
(d) Assets held for sale
1. LAMDA ILIDA OFFICE S.M.S.A.
On 05.05.2021 the Company signed a contract with the company "Prodea Investments" for the sale of all the shares held by the Company in its 100% subsidiary LAMDA ILIDA OFFICE S.M.S.A. The sale of the shares was completed on 17.12.2021 and the gross sale price amounted to €10,9 million (the net price after repayment of an intragroup loan owed by the Company to LAMDA ILIDA OFFICE S.M.S.A. amounted to €0,3 million). LAMDA ILIDA OFFICE S.M.S.A. at the time of the transfer of the shares it had a claim from the subsidiary of the L.O.V. S.M.S.A. amount of €30,0m which is an advance of LAMDA ILIDA OFFICE S.M.S.A for the future purchase of the office building "Ilida Business Mall" in the context of a relevant pre-signed agreement. This property (net book value €30 million), as well as the Group's liability (€30,0 million) to LAMDA ILIDA OFFICE S.M.S.A are presented according to IFRS 5 in the Statement of Financial Position of the Group on 31.12.2021 as "Assets classified as held for sale" and " Liabilities directly associated with assets classified as held for sale" respectively. The final transfer of this property was completed on 11.03.2022. LAMDA ILIDA OFFICE S.M.S.A. is presented in the functional section "GREECE - Other buildings and land" (note 4).
2. LAMDA AKINITA S.A.
In December 2021 the Company agreed to sell the percentage (50%) of the shares held in the joint venture LAMDA AKINITA S.A. for a price of €2,58m. LAMDA AKINITA S.A. owns a plot of land on Viltanioti Street in Kato Kifissia. The transaction was completed on 01.02.2022. Consideration was €2.575 thousand. Gain recognized from the aforementioned sale was €5 thousand at Company level and €30 thousand at Group level which are included in the Income statements under "Gain on entities disposal". The above joint venture is presented in the functional sector "GREECE - Other buildings and land" (note 4). The Investment of the Group and the Company in the affiliated company LAMDA AKINITA S.A. is presented on 31.12.2021 in the line "Assets classified as held for sale" according to IFRS 5.
(e) Asset acquisition as per IFRS 3 par 2(b)
Pursuant to paragraph 2 (b) of IFRS 3 "Business combinations", in cases of acquisition of subsidiaries, which do not fall within the definition of business association but constitute the acquisition of assets or group of assets that are not a business, the acquirer recognizes the individual identifiable assets and liabilities at cost,
which is allocated to the individual identifiable assets and liabilities based on their relative fair values at the acquisition date. In addition, such transactions do not result in goodwill.
1. HELLINIKON S.M.S.A.
On 14.11.2014 a "share sale and purchase agreement" (the "SPA") was signed between a) the Hellenic Republic Asset Development Fund – (the "HRADF") (as the Seller), b) HELLINIKON GLOBAL I S.A., a wholly owned (100%) subsidiary of the Company (as the Purchaser) and c) the Company (as the Guarantor of the Purchaser) for the acquisition of 100% of the shares of HELLINIKON S.M.S.A. On July 19, 2016 an "amendment agreement" (the "Amendment Agreement") was signed by the same parties. On September 26, 2016, by Law 4422/2016 (Government Gazette A' 181/27.09.2016), the SPA and the Amendment Agreement (together the "Agreement") were ratified by the Hellenic Parliament. On 15.06.2021 the SPA and the Amendment Agreement were also signed by the Hellenic Republic (as a third party undertaking certain obligations). Finally, on 25.06.2021, following the fulfillment of certain conditions precedent that were provided in the SPA, HRADF and HELLINIKON GLOBAL I S.A. signed the Share Transfer Agreement for the acquisition of 100% of the share capital of HELLINIKON S.M.S.A., in accordance with the respective provisions of the SPA. On that date, i.e. on 25 June 2021, which represents the date of acquisition of HELLINIKON S.M.S.A. by the Group, the shares of HELLINIKON S.M.S.A. were also transferred to HELLINIKON GLOBAL I S.A.
Under the Agreement, the Group is committed (a) to procure the development of the Metropolitan Pole of Ellinikon – Agios Kosmas (the "Site") by the Company in compliance with the Business Plan and the Integrated Development Plan (as these are defined in the SPA) and that Hellinikon S.MS.A. incurs capital expenditures, for development and infrastructure works and the implementation of the Integrated Development Plan, amounting to €4,6 billion within a 15-year period and (b) to ensure i) funding of HELLINIKON S.M.S.A. in accordance with the Business Plan and the SPA for the purposes of implementing the entirety of the Integrated Development Plan ii) that its debt to shareholders contribution ratio does not exceed 3:1 and iii) the provision of bank guarantees for the deferred amount of the consideration paid.
The consideration paid for the acquisition of HELLINIKON S.M.S.A.'s shares, as stated in the Agreement, comprises of a fixed amount of €915 million payable in instalments over a 10-year period, plus a variable component ("Earn out right") which is contingent upon the achievement of an investment return on the development project above a specified threshold. At the date of the acquisition, the initial instalment of €300 million was paid. The Group calculated the present value of the consideration paid at the date of the acquisition at the amount of €792,8 million, using a discount rate of 3,4%. According to the estimation of the Group Management, at reporting date, no payments of earn out right to the seller are expected. According to the Agreement the variable consideration applies from the seventh anniversary of the acquisition of Ellinikon.
Analysis for the total purchase price for the share of HELLINIKON S.M.S.A.:
Amounts in € thousands
| Conventional payment dates | |
|---|---|
| 25.6.2021 | 300.000 |
| 25.6.2023 | 166.650 |
| 25.6.2027 | 8.350 |
| 25.6.2028 | 220.000 |
| 25.6.2031 | 220.000 |
| Total | 915.000 |
| Amounts in € thousands | GROUP |
|---|---|
| Balance as at 31.12.2020 | - |
| Acquisition of shares of HELLINIKON S.M.S.A. – Present value | 792.752 |
| th installment Payment 1 |
(300.000) |
| Finance costs | 8.493 |
| Balance as at 31.12.2021 | 501.245 |
| Finance costs | 8.497 |
| Balance as at 30.06.2022 | 509.742 |
| Non-current assets | 348.647 |
| Current assets | 161.095 |
| Total | 509.742 |
At the date of the acquisition by the Group, HELLINIKON S.M.S.A.'s principal assets comprised of freehold land and 99-year leasehold ("surface rights") on land, aggregating 6 million square meters.
Based on the Group's business plan, some land plots of the Site will be sold either as land or after development into properties, some land plots will be leased out to third parties either as land or after development into properties and some others will be used by the Group for the provision of its services or for administrative purposes.
Prior to the acquisition by the Group, HELLINIKON S.M.S.A. had no significant activities; HELLINIKON S.M.S.A.'s activities were related mainly to the operation of Agios Kosmas Marina, which represented the major revenue stream for the company. The acquisition of the shares of HELLINIKON S.M.S.A. has been accounted for as an asset acquisition since the transaction did not satisfy the definition of a business under IFRS 3 «Business combination».
The Group accounted for the acquisition of HELLINIKON S.M.S.A. based on IFRS 3 par.2(b), taking into account the IFRIC agenda decision issued in November 2017 for accounting of asset acquisitions. In this respect, the Group measured the individual identifiable assets acquired and liabilities assumed at the consideration paid based on their relative fair values at the date of acquisition.
The Group recognized the following assets and liabilities upon acquisition of HELLINIKON S.M.S.A.:
| Amount in € thousands | ||
|---|---|---|
| Investment property | 540.344 | (1) |
| Right-of-use assets | 26.619 | (1) & (2) |
| Tangible assets | 8.371 | |
| Intangible assets | 1.691 | |
| Inventories | 804.738 | (1) |
| Trade and other receivables | 1.082 | |
| Cash and cash equivalent | 794 | |
| Trade and other payables | (362) | |
| Provision for infrastructure | (590.528) | (3) |
| Total present value | 792.749 |
-
- The land of the Site acquired was classified as inventories, investment property and right-of-use assets based on Management's intended use (i.e. sale, lease etc.) and the Group's rights on land (i.e. owned land and surface right on land).
-
- Right-of-use assets relate to surface right on land. Out of the total amount of €26,6 million, the amount of €8,8 million relates to leasehold land that meets the definition of property, plant and equipment and the amount of €17,8 million relates to leasehold land that meets the definition of inventory. Leasehold land of total amount €190,2 million that meets the definition of investment property is presented in the line item "Investment property".
-
- Provision for infrastructure relates to the Group's contractual unavoidable obligation, stipulated by the Agreement, to perform, within a specified time period, infrastructure investments of public interest, such as building of roads, utility networks, underpasses and flyovers etc., which will be delivered to the competent organizations and bodies upon completion/construction with no consideration. The amount of €590,5 million represents the present value of the Management's best estimate of the expenditure required to construct this infrastructure, using a discount rate of 3,4%. The corresponding amount is included as part of the cost of the assets under development, classified as investment property, tangible assets and inventories.
On the Site, the Group will carry out the "Ellinikon project", a large urban development project which is expected to take 25 years to complete. The Ellinikon project will comprise:
-
Total sqm to be built are approximately 2,7 million sqm, which will mainly include residential housing, hotels, shopping malls, offices, sports and cultural centers, health and education centers and infrastructure
-
A Metropolitan Park of approximately 2 million sqm (including 300.000 sqm of buildable area being part of the total buildable area above). The Metropolitan Park will be operated by the Group and will be income generating (for example from the shops, sports facilities and museums that will be built within the park); and
-
The enhancement of the 3,5 km coastal front, including the exploitation and operation of a 337 berths Marina.
2. SINGIDUNUM-BUILDINGS D.O.O.
The Company on 16.03.2021 agreed to acquire from IMO Property Investments AD Beograd the remaining 20.01% of the shares of the company Singidunum-Buildings D.O.O., which until now owned 79.99% of the shares of Singidunum-Buildings D.O.O. through of the subsidiary LAMDA Development (Netherlands) B.V..
Upon completion of the transaction on 16.03.2021, LAMDA DEVELOPMENT S.A. becomes the sole shareholder and acquires the control of Singidunum-Buildings D.O.O., through the control of the subsidiary LAMDA Development (Netherlands) B.V.. Following the above, Singidunum-Buildings D.O.O. is consolidated by the method of full consolidation in the financial statements of the Company. Consequently, the transaction constitutes an acquisition of an asset, since the above entity has no operation other than holding land (inventories), and has been recognized based on the scope of IFRS 3 "Business Combinations" in the financial statements as at 30.06.2021. Therefore, the total transferred assets as well as the total liabilities of Singidunum-Buildings D.O.O. were valued at fair value.
The following table summarizes the provisional value of the assets and liabilities of Singidunum-Buildings D.O.O. at the acquisition date of the remaining 20% on 16.03.2021:
| Consideration paid 20,01% | 6.500 |
|---|---|
| Buildings D.O.O. | |
| Minus: value of current investment in Singidunum – | (28.652) |
| Net asset value | 35.152 |
| Trade and other payments | (512) |
| Borrowings | (37.520) |
| Cash and cash equivalents | 5 |
| Trade and other receivables | 174 |
| Inventories | 72.945 |
| Tangible assets | 60 |
| Amount in € thousands |
The consideration paid for the acquisition of 20,01% of the company Singidunum-Buildings D.O.O. amounted to €6,50 million. The consideration was lower than the value of the assets and liabilities acquired by €669 thousand and as a result the resulting difference has been included in the cost of inventories in the consolidated financial statements.
3. GREEN VOLT I.K.E.
The Group, on June 2022, acquired the 67,71% of the company GREEN VOLT I.K.E. through participation in share capital increase amounting €1,65 million. The company is considered a subsidiary and will be involved in the sector of renewable energy.
The transaction constitutes an acquisition of an asset, since the above entity has no operation other than the possession of electricity production licenses, and has been recognized based on the scope of IFRS 3 "Business Combinations" par. 2(b) in the financial statements as at 30.06.2022. Therefore, the Group recognized the acquired assets and liabilities at market cost, which was allocated to the individual identifiable assets and liabilities based on their fair values at the acquisition date.
The table below presents the net asset value of GREEN VOLT I.K.E. at the date of the acquisition of the 67,71% on 02.02.2022:
| Consideration paid 67,71% | 1.650 |
|---|---|
| Minus: Dividends payable | (787) |
| Net asset value | 2.437 |
| Trade and other payables | (17) |
| Cash and cash equivalent | 1.476 |
| Trade and other receivables | 219 |
| Intangible assets | 615 |
| Tangible assets | 144 |
| Amounts in € thousands |
The consideration paid for the acquisition of 67,71% of GREEN VOLT I.K.E. amounted to €1,65 million. The consideration was lower compared to the net asset value acquired by €24 thousand, thus the difference arising has been included in the cost of the intangible assets in the consolidated financial statements.
9. Inventories
| GROUP | ||
|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 |
| Land for sale | 25.528 | 25.528 |
| Property for sale | 1.244 | 1.244 |
| Property under development | 948.360 | 940.803 |
| Merchandise | 13 | 8 |
| Total | 975.145 | 967.583 |
| Minus: provision for impairment Land for sale Property for sale |
(18.828) (678) (19.506) |
(18.708) (678) (19.386) |
| Net realisable value | 955.639 | 948.197 |
| Non-current assets Current assets |
606.211 349.428 |
606.051 342.146 |
| Total | 955.639 | 948.197 |
At the reporting date, inventory include land for sale, property for sale and property under development for the purpose of future sale within the ordinary course of business of the Group and are being measured at the lower of cost and net realizable value (NRV).
| Property under development | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Balance | 940.803 | - |
| Additions due to acquisition of HELLINIKON S.M.S.A. (note 8) | - | 804.738 |
| Infrastructure cost | 7.557 | 11.962 |
| Transfers from investment property – at fair value (note 5) | - | 6.493 |
| Transfers from investment property – at cost (note 5) | - | 14.431 |
| Changes in infrastructure costs (note 17) | - | 30.234 |
| Acquisition of interest held in participation (note 8) | - | 72.945 |
| Balance | 948.360 | 940.803 |
Inventories that have been classified as current assets include land under construction, amounting to €269,1 million as at 30.06.2022 (31.12.2021: €261,8 million), which related to plots of land in Ellinikon, that are expected to be sold directly to third parties within the normal operating cycle of the Group at the beginning of investment period.
Inventories that have been classified as non-current assets, amounting to €606,2 million (31.12.2021: €606,1 million), relate to land and land of the area in Ellinikon, which the Group intends to keep for their development and sale beyond the usual operating cycle and for the duration of the investment period.
In addition to the above, at the reporting date the Group owns plots for sale in Greece in the Perdika area of Aegina with a fair value of €5,85 million (31.12.2021: €5,85 million), as well as in the Balkans and more specifically in Montenegro at Budva with a fair value of €0,85 million (31.12.2021: €0,97 million).
Part of the Group's inventory has encumbrances and pre-notations on 30.06.2022.
10. Trade and other receivable
| Amounts in € thousands GROUP |
COMPANY | |||
|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | |
| Trade receivables | 19.112 | 20.152 | 726 | 708 |
| Minus: provision for impairment of trade receivables | (10.517) | (11.159) | - | - |
| Trade receivables – net | 8.595 | 8.993 | 726 | 708 |
| VAT receivable and other receivables from Public | ||||
| sector | 34.038 | 25.234 | 3.681 | 12.535 |
| Receivables from refund of property transfer tax² | 16.323 | 16.323 | - | - |
| Government rebate from rent reduction¹ | 2.486 | 4.366 | - | - |
| Undisbursed loan issuance costs | 6.669 | - | - | - |
| Advances from supplies³ | 21.513 | 892 | 1.807 | 1.121 |
| Prepaid land lease | 9.059 | 9.164 | - | - |
| Receivables for related parties⁴ (note 19) | - | 31 | 20.233 | 45.591 |
| Loans to related parties (note 19) | 3.345 | 3.301 | 89.167 | 87.533 |
| Deferred expenses | 8.374 | 6.824 | 6.936 | 4.679 |
| Dividends receivables from related parties (note 19) | 123 | - | 7.082 | 24.882 |
| Minus: provision from impairment | (71) | (58) | (75) | (75) |
| Other receivables | 4.678 | 4.063 | 1.302 | 493 |
| Total | 115.132 | 79.133 | 130.859 | 177.467 |
| Receivables analysis: | ||||
| Non-current assets | 28.865 | 29.225 | 85.429 | 84.594 |
| Current assets | 86.267 | 49.908 | 45.430 | 92.873 |
| Total | 115.132 | 79.133 | 130.859 | 177.467 |
¹State compensation from discounts on rents
According to the Legislative Content Act (GG A' 68) and subsequent ministerial decisions, the associate shopkeepers/tenants were exempted from the obligation to pay their full rent for the months of January to May 2021. Respectively for the same period the Government will compensate the Group by paying 60% of the rents. The government has extended the measure of reduction of professional leases by 40% and 100% with a corresponding compensation of 60%, for the months of June and July to specific categories of entrepreneurs. The total amount of state compensation, from discounts on rents, granted for the period from January to July 2021 amounted to €16,7 million out of which up to 31.12.2021 an amount of €12,4 million has been collected. Within the first six months of 2022, an additional €1,9 million has been collected.
² VAT receivable and other receivables from Public sector
The increase in the Group's receivables on 30.06.2022 comparative to 31.12.2021 is mainly due to the VAT receivable from the development of the Ellinikon project.
³ Advances from supplies
The increase in advance payments to Group suppliers on 30.06.2022 compared to 31.12.2021 is mainly due to the advance payment of €18,3 million paid in May 2022 by HELLINIKON S.M.S.A. at AVAX S.A. within the framework of the contract for the infrastructure construction projects of Phase I of the Ellinikon project.
⁴ Receivables for related parties
The decrease in receivables from related parties of the Company on 30.06.2022 compared to 31.12.2021 is mainly due to the collection of an intra-group receivable from HELLINIKON S.M.S.A..
The classification of the item "Trade and Other Receivables" of the Group and the Company to financial and non-financial assets and the expected credit loss (ECL) allowance for financial assets as of 30 June 2022 and 31 December 2021 is presented below:
GROUP
| Simplified | General approach | ||||
|---|---|---|---|---|---|
| Financial assets | approach | Stage 1 | Stage 2 | Stage 3 | Total |
| Gross carrying amount 30.06.2022 | 67.580 | - | - | - | 67.580 |
| ECL (Expected Credit Loss) allowance | (10.588) | - | - | - | (10.588) |
| Net carrying amount 30.06.2022 | 56.992 | - | - | - | 56.992 |
| Non-financial assets 30.06.2022 | 58.140 | - | - | - | 58.140 |
| Total trade and other receivables 30.06.2022 | 115.132 | - | - | - | 115.132 |
Company
| Simplified | General approach | ||||
|---|---|---|---|---|---|
| Financial assets | approach | Stage 1 | Stage 2 | Stage 3 | Total |
| Gross carrying amount 30.06.2022 | 34.185 | - | - | 117.876 | 152.061 |
| ECL (Expected Credit Loss) allowance | (75) | - | - | (31.744) | (31.819) |
| Net carrying amount 30.06.2022 | 34.110 | - | - | 86.132 | 120.242 |
| Non-financial assets 30.06.2022 | 10.617 | - | - | - | 10.617 |
| Total trade and other receivables 30.06.2022 | 44.727 | - | - | 86.132 | 130.859 |
GROUP
| Simplified | General approach | ||||
|---|---|---|---|---|---|
| Financial assets | approach | Stage 1 | Stage 2 | Stage 3 | Total |
| Gross carrying amount 31.12.2021 | 49.129 | 49.129 | |||
| ECL (Expected Credit Loss) allowance | (11.217) | - | - | - | (11.217) |
| Net carrying amount 31.12.2021 | 37.912 | - | - | - | 37.912 |
| Non-financial assets 31.12.2021 | 41.222 | - | - | - | 41.222 |
| Total trade and other receivables 31.12.2021 | 79.134 | - | - | - | 79.134 |
Company
| Simplified | General approach | ||||
|---|---|---|---|---|---|
| Financial assets | approach | Stage 1 | Stage 2 | Stage 3 | Total |
| Gross carrying amount 31.12.2021 | 75.793 | - | - | 115.728 | 191.521 |
| ECL (Expected Credit Loss) allowance | (75) | - | - | (31.193) | (31.268) |
| Net carrying amount 31.12.2021 | 75.718 | - | - | 84.535 | 160.253 |
| Non-financial assets 31.12.2021 | 17.214 | - | - | - | 17.214 |
| Total trade and other receivables 31.12.2021 | 92.932 | - | - | 84.535 | 177.467 |
• Expected credit loss (ECL) allowance - Simplified approach
The Group and the Company apply the simplified approach mainly on restricted cash, prepayments to third parties and other receivables. Specifically, the Group applies the simplified approach on lease receivables by using a credit loss provisioning table based on maturity of outstanding claims whereas the Company on trade receivables from sales to related parties.
The Group taking into account the impact from the Covid-19 pandemic, applied certain ECL approaches at sectors that were significantly affected mainly in the Food & Beverage and cultural units.
• Expected credit loss (ECL) allowance - General approach
The Company applies the general approach on receivables from loans and interest from related parties.
On 30.06.2022 Stage 3 includes loans amounting to €101,2 million, impaired by €16,7 million, granted by the parent company to its subsidiaries HELLENIKON S.M.S.A., LAMDA DEVELOPMENT ROMANIA S.R.L., LAMDA DEVELOPMENT SOFIA E.O.O.D., ROBIES SERVICES LTD and LAMDA DEVELOPMENT MONTENEGRO D.O.O. (note 19). For these loans, interest receivables of €16,7m have been recognized which have been impaired by €14,6 million. The financial assets at Stage 3 are considered impaired and credit losses are recognized for the duration of the loan.
During the first semester of 2022, the Group according to IFRS 9 has not recognized expected credit loss.
VAT and Public Sector receivables
Regarding the VAT receivables, the amount is not discounted. The VAT receivables can be presented as receivables to be set-off up to 5 years and can be set-off with VAT payables.
For "VAT receivables and receivables from Public Sector" item no expected credit loss provision has been applied.
Receivables from property transfer tax
Subsidiary L.O.V. S.M.S.A. ("LOV") had to pay for the transfer of specific real property in the past (in 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 €9,5 million. 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 €16,3 million. Filing of an appeal on points of law is pending 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. The hearing of the appeal was held on 25.5.2022 and the issuance of a decision is now pending.
11. Cash and cash equivalents
| Amounts in € thousands | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| Cash at bank | 199.289 | 152.013 | 7.290 | 31.485 | |
| Short-term deposits | 10.000 | 10.000 | - | - | |
| Cash in hand | 426 | 389 | 54 | 20 | |
| Total | 209.715 | 162.402 | 7.344 | 31.505 |
Taking into account the credit status of the banks that the Group keeps its current accounts, no significant credit losses are anticipated. The above comprise the cash and cash equivalents used for the purposes of the cash flow statement.
Regarding the deposits and cash at bank of the Group and the Company, those are placed in banks that are classified in the external credit rating of Moody's. The credit risk of the total cash equivalents ("Cash and cash equivalents" and "Restricted cash") that were placed in banks is classified in the following table according to the credit risk rate as per table below:
| (Moody's Rating) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| A1 | 110 | 157 | 99 | 100 | |
| Aa3 | - | - | - | - | |
| B2 | 436.228 | 498.602 | 238.256 | 384.215 | |
| B3 | 12.562 | 40.177 | 5.668 | 24.170 | |
| n/a | 32 | 77 | - | - | |
| 448.932 | 539.013 | 244.023 | 408.485 |
The outstanding balance of "Cash and cash equivalents" relates to cash at bank and cash in hand. As at 30.06.2022, cash at bank were concentrated in mainly 3 banking organizations in Greece at a rate greater than 10%, which constitutes a significant credit risk issue. No significant losses are expected due to the creditworthiness of the banks in which the Group maintains its various bank accounts.
12. Restricted cash
| Amounts in € thousands | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| Cash at bank | 239.643 | 377.000 | 236.733 | 377.000 | |
| Total | 239.643 | 377.000 | 236.733 | 377.000 | |
| Non-current assets | 8.571 | 167.000 | 5.661 | 167.000 | |
| Current assets | 231.072 | 210.000 | 231.072 | 210.000 | |
| Total | 239.643 | 377.000 | 236.733 | 377.000 |
In order to secure the bond loan, which was signed by the Company with the banks "Eurobank S.A." and "Piraeus Bank S.A.", from which is expected to cover part of the amount of funds that the Group will invest within the first five years for the development of the Property (note 8), the Company granted a cash collateral
of €167 million which will be released, for the payment of the 2nd installment of the Share Acquisition Price of "HELLINIKON S.M.S.A." on the 2nd anniversary of the Transfer Date and an additional amount of €210 million for the payment of the initial share capital of the special purpose companies that will be established for the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall) and the commercial development within the area of the marina of Aghios Kosmas (Riviera Galleria). As at 30.06.2022 from the amount of €210 million, restricted cash amounting to €64,1 million while on the date of approval this semi-annual financial report the current restricted cash is amounting to €28,4 million. The amounts which have been released, financed part of the initial share capital of the subsidiary LAMDA ELLINIKON MALLS HOLDING S.M.S.A. (note 8).
13.Borrowings
| GROUP COMPANY |
||||
|---|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Non-current borrowings | ||||
| Common bond Loan – Public | 314.421 | 314.098 | 314.421 | 314.098 |
| Bank Bond Loans | 352.140 | 357.487 | - | - |
| Bank Loans | 7.975 | - | 7.975 | - |
| Intercompany loans (note 19) | - | - | 33.243 | 33.243 |
| Other borrowings | 109 | 109 | - | - |
| Total non-current borrowings | 674.645 | 671.694 | 355.639 | 347.341 |
| Current borrowings | ||||
| Bank Bond Loans | 10.220 | 14.199 | - | - |
| Bank Loans | 30.020 | 30.020 | - | - |
| Intercompany loans (note 19) | - | - | 2.600 | 2.600 |
| Interest payable | 5.395 | 5.507 | 9.493 | 9.085 |
| Total current borrowings | 45.635 | 49.726 | 12.093 | 11.685 |
| Total borrowings | 720.280 | 721.420 | 367.732 | 359.026 |
Movement in borrowings is as per below:
1.1-30.06.2022
| Amounts in € thousands | GROUP | COMPANY | |
|---|---|---|---|
| Balance as of 1 January 2022 | 721.420 | 359.026 | |
| Borrowing withdrawal | 7.975 | 7.975 | |
| Repayment of Interest | (13.671) | (7.281) | |
| Interest charged | 13.559 | 7.191 | |
| Repayment of Interest (intercompany) | - | (66) | |
| Interest cost (intercompany) | - | 564 | |
| Borrowings transaction costs – amortization | 763 | 477 | |
| Borrowings transaction costs | (154) | (154) | |
| Repayment of borrowings | (9.612) | - | |
| Balance as of 30 June 2022 | 720.280 | 367.732 |
Movement in borrowings is as per below:
1.1-31.12.2021
| Amounts in € thousands | GROUP | COMPANY | ||
|---|---|---|---|---|
| Balance as of 1 January 2021 | 719.207 | 374.570 | ||
| Borrowing withdrawal | 10.870 | - | ||
| Business combination (note 8) | 37.520 | - | ||
| Repayment of interest | (25.443) | (12.497) | ||
| Interest charged | 25.357 | 12.497 | ||
| Repayment of Interest (Intercompany) | - | (6.555) | ||
| Interest cost (Intercompany) | - | 1.071 | ||
| Refinance of Bank Bond Loans | 4.900 | - | ||
| Recognition of interest at fair value | 652 | - | ||
| Borrowings transaction costs – amortization | 1.516 | 937 | ||
| Borrowings transaction costs | (32) | - | ||
| Repayment of borrowings | (30.465) | (10.997) | ||
| Sale of subsidiary (note 8) | (22.662) | - | ||
| Balance as of 31 December 2021 | 721.420 | 359.026 |
Bank bond loans and bank loans are secured by mortgages and promissory notes on the Group's investment properties (note 5), on the Group's inventory (note 9), in some cases by additional pledging the shares of each subsidiary (note 8), as well as/or by assignment on bank deposits, lease and commercial cooperation contracts, letters of guarantee, insurance claims, as well as the Company's own shares.
The total borrowing as at 30.06.2022 includes unamortized bond issue costs amounting to €8,1 million (31.12.2021: €8,7 million), out of which amount of €0,6 million corresponds to short-term borrowing while the remaining €7,5 million to long-term borrowing. Part of the unamortized costs are the unamortized issue costs for the Joint Bond Loan issued by the Company on July 21, 2020, which amount to €5,5 million as at 30.06.2022.
As at 30.06.2022, the short-term bank loans mainly include the bank loan of the subsidiary SINGIDUNUM-BUILDINGS D.O.O., with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and "Eurobank Direktna a.d., Belgrade " outstanding €30,0 million on 30.09.2022. The Group is in the process of refinancing this loan. Also, the subsidiary L.O.V. S.M.S.A. ("LOV") signed on 23.06.2020 with the credit institution under the name "National Bank of Greece A.E." ("NBG") program and coverage agreement for the issuance of a bond loan of up to €220 million, lasting seven years with three distinct series. As at 30.06.2022 the short-term part of this loan amounts to €5,2 million. Finally, the joint bond loan of LAMDA FLISVOS MARINA A.E. with Piraeus Bank maturing on 30.11.2022 had a balance of 31.12.2021 €4,7 million. This loan was repaid in full within the first quarter of 2022.
The maturity of non-current borrowings is as follows:
| Amounts in € thousands | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | |
| Between 1 and 2 years | 19.818 | 11.100 | 41.218 | 33.243 |
| Between 2 and 5 years | 336.698 | 169.041 | - | - |
| Over 5 years | 318.129 | 491.553 | 314.421 | 314.098 |
| Total | 674.645 | 671.694 | 355.639 | 347.341 |
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 30.06.2022, the average base effective interest rate of the Group is 0,03% and the average bank spread is 3,14%. Therefore, the Group total effective borrowing rate stands at 3,17% at 30.06.2022.
On 29.03.2021, the refinancing of the bond loan of €4,9 million of the subsidiary LAMDA Prime Properties S.M.S.A. was completed, with Alpha Bank with a new maturity date on 30.06.2027. During July 2022 LAMDA Prime Properties S.M.S.A. signed the new bond loan with Eurobank of 5,5 million, based on the 3-month Euribor reference interest rate plus an average margin of 2,80% with a duration of 7 years. The following financial covenants have to be satisfied: Loan to value < 60% and Debt Service Coverage Ratio > 115%. The annual payments of the capital are €165 thousand for the first 3 years, €220 thousand for the next 4 years and the outstanding balance will be paid at the maturity date amounting to €4,125 thousand. The common bond loan of the Company is secured by pledging the shares of the Company, mortgage on the investment property (office complex Cecil) as well as by pledging and assigning private lease agreements, bank accounts, insurance policies and letters of guarantee. At the same time, in July 2022, the Company fully repaid the existing bond loan with Alpha Bank.
The subsidiary Singidunum Buildings D.O.O., in Serbia, signed, on 24.06.2021, the amendment of the original Financing Agreement with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and " Eurobank Direktna a.d., Belgrade". The new maturity date of the initial Financing Agreement is set for 30.09.2022. The outstanding capital as at 30.09.2022 amounts to €30,0 million and constitutes the largest part of the shortterm bond borrowing of the Group as at 30.06.2022.
The subsidiary L.O.V. S.M.S.A. («LOV») signed on 23.06.2020 with "National Bank of Greece S.A." ("NBG") the Bond Programme and Subscription Agreement for the issuance of a bond loan of an amount of up to €220 million ("Bond Loan") with a duration of 7 years comprising of three (3) distinct series. Two out of three series, amounting to €165,1 million, have been disbursed on June 30th, 2020, utilized for the repayment of the outstanding balance – on the disbursed date – (a) of the Bond Loan dated 30.05.2007 (€154,1 million) and (b) the outstanding balance of the intercompany loan dated 27.04.2020 (€11,0 million). On 31st July 2020 the third series has been partially disbursed, amounting to €44.9 million. Finally, at 30.09.2021 the outstanding balance of €10,0 million has been disbursed. On 29.07.2022, LOV signed the new Common Bond Programme
with Eurobank and Bank of Piraeus amounting €365 million comprising of (3) distinct series based on the 3 month Euribor reference interest rate plus an interest rate of 2,70%. On August 2022 amount of €361 million was utilized from all (3) distinct series which were used for the repayment of the existing bond loan with NBG amounting €209,5 million (including accrued interest), as well as for the acquisition of 31,7% of LAMDA MALLS S.A. kai the full acquisition of McArthurGlen Hellas S.M.L.L.C., as described in (note 8).
On 12 July 2022, the Company through Public Offering issued a Bond Loan under the Green Bond Framework, with a duration of 7 years and the admission of the Bonds issued to trading on the Fixed Income Securities Segment of the Regulated Market of the Athens Exchange, raising funds of €230 million. The offering price of the Bonds is at par, namely at €1,000 per Bond. The final yield of the Bonds was set at 4.70 % and the Bonds' interest rate at 4,70% per annum. The expenses relating to the Issue are estimated at approximately €7m and will be deducted from the total proceeds of the Issue. The proceeds, minus the estimated expenses of the issue of the CBL, will amount to the net amount of approximately €223 million. The issue of the CBL is part of the Green Bond Framework, dated 29.06.2022, adopted by the Group, in accordance with the international Green Bond Principles of the International Capital Market Association (ICMA, June 2021) (hereinafter the "Green Bond Framework").
The net proceeds will be allocated, until the end of the year 2025, exclusively to Green Investments, as defined in the Green Bond Framework and, more specifically, to the following categories of eligible investments under the Green Bond Framework:
Category: € Amount in millions (i) Sustainable buildings and sustainable urban landscapes €85m to €110m (ii) Green energy €65m to €85m (iii) Smart city €45m to €60m
Detailed information on the above (i), (ii) and (iii) categories of Green Investments is included in the Prospectus approved by the Board of Directors of the Hellenic Capital Market Commission on 01.07.2022. It is clarified that the proceeds of the CBL will be used either by the Company and/or subsidiaries of the Group and/or other companies or joint ventures, in which the Company and/or companies of the Group participate or will participate, through a capital increase or through acquisitions or through a convertible bond loan, under the following notes. For investment categories (ii) and (iii), as indicated below, it is noted, that in the event that the proceeds return to the Issuer, the final use of the proceeds will be completed by mid-2026. It is clarified that with respect to categories (ii) and (iii) above, the allocation of the proceeds of up to €35 million may be made through convertible bond loans (by the Company to subsidiaries of the Group and/or other companies or joint ventures in which the Company and/or subsidiaries of the Group participate or will participate), which will finance Green Energy up to €25 million and/or Smart Cities up to €10 million, as set out in the Green Bond Framework.
The conversion of the bond loans into shares will be completed, according to relevant provisions to be agreed, by the end of year 2025 at the latest. In the event that any relevant convertible bond loan is not converted into shares, it will be repaid and the proceeds will be returned to the Issuer by the end of 2025. These proceeds will then finance Green Investments in Green Energy up to €25 million and/or Smart Cities up to €10 million, as set out in the Green Bond Framework, until mid-2026. Therefore, the timetable for the use of these proceeds for eligible investment categories (ii) and (iii) will be completed by mid-2026.
Any use of a maximum/lower limit of the range in any of the three aforementioned investment categories results in the adjustment of the amounts of the remaining categories so that the amounts of the individual categories add up to the total net proceeds of the CBL. The product of the Issue until allocation will be invested in short-terms placements of low-risk, such as, indicatively, time deposits and repos.
The common bond loan of the Company issued in July 2022 must satisfy, at Group and Company level, the covenant adjusted assets to adjusted liabilities ≥1,35x and the covenant total financial liabilities to adjusted assets ≤ 0,65x.
Debt Covenants
The common bond loan of the Company issued in July 2022 must satisfy, at Group level, the covenant adjusted assets to adjusted liabilities ≥135%. The Company's subsidiary LAMDA DOMI S.M.S.A secured syndicated bond loan of current balance €80,21m, 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 S.M.S.A. granted by Eurobank Ergasias, of current balance €69,8 million must satisfy the following covenants: Loan to value < 60% and Debt Service Ratio >120%. For L.O.V. S.M.S.A. the secured bond loan of current balance €209,1m, has the following covenants: Loan to value < 65% and Debt Service Cover ratio > 115%. Also, for the secured bond loan of Lamda Prime Properties S.M.S.A. of current balance €4,7m with Alpha Bank has the following
covenants: Loan to value < 60% and Debt Service Ratio > 115%. For the secured Common Bond Loan of Lamda Prime Properties S.M.S.A. of current balance €4,6m by Alpha Bank the following financial covenants have to be satisfied: Loan to value < 60% and Debt Service Ratio > 115%. As at 30.06.2022 all the above covenants are satisfied both in Group and Company level.
Financing for the development of the Property of Ellinikon
The Company, on 27.01.2020 signed with "Eurobank S.A." and "Piraeus Bank S.A." the "Heads of Terms" regarding the bank financing intended to cover part of the capital to be invested by the Group during the first five years of the Ellinikon property development.
On 07.04.2021, the Company signed with the aforementioned banks an agreement for the update of the "Head of Terms". The update emanated from the gradual evolution and maturity of the Company's plans regarding the envisaged projects and investments during the first five years of the Project. The aforementioned bank financing agreement includes:
(a) the financing of infrastructure and other developments' works during the first five years of the Project (Phase A), as well as the financing of V.A.T., with a bond loan of up to €442 million to be issued by HELLINIKON S.M.S.A. (plus an amount of up to €100 million for financing of recoverable V.A.T. cost), with a duration of 10 years from the Transfer Date
(b) the financing of the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall), as well as the financing of V.A.T., with a bond loan of up to €415 million to be issued by a special purpose vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an amount of up to €86 million for financing recoverable V.A.T. cost), with a duration of 6 years from the first drawdown (with the possibility of the issuing company to extend the maturity for an additional 5 years, reaching 11 years in total from first loan drawdown) and
(c) the financing of the commercial development within the Aghios Kosmas marina (Riviera Galleria), as well as the financing of V.A.T., with the issuance of a bond loan of up to €102 million to be issued by a special purpose vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an additional amount of up to €19 million for financing of recoverable V.A.T. cost), with a duration of 5 years from the first drawdown (with the possibility of the issuing company to extend the maturity for an additional 6 years, reaching 11 years in total from the loan first drawdown) and in conjunction with the financing mentioned in points (a) and (b) above,
(d) the issuance of a letter of guarantee of €175 million, to secure the fulfillment of LAMDA DEVELOPMENT S.A. obligations to cover any cost overruns of Phase A of the Project, as well as to cover any shortfall in sales and/or assets exploitation intended to finance Phase A of the Project budget l.
Regarding the (a) above, HELLINIKON S.M.S.A. signed on 06.04.2022 with the banks "Eurobank S.A." and "Piraeus Bank S.A." the bond program and subscription agreement for the financing of infrastructure and other developments' works of Phase A of up to €394 million, as well as for the financing of V.A.T. (additional amount up to €100m), with a duration until the completion of 10 years from the Date of Transfer, a fact that covers its revised needs. Regarding, (d) above, LAMDA DEVELOPMENT S.A. signed on 06.04.2022 the relevant contractual documents.
Regarding the (b) and (c) above the Company is still in progress to finalize the contractual agreements with the mandated lead arranger banks.
In addition, within the context of the Agreement, a letter of guarantee was issued by "EUROBANK S.A." and delivered to the HRADF as security for the deferred payment amount. More specifically, on the Transfer Date (25.06.2021), the subsidiary "HELLINIKON GLOBAL I S.A.", the Buyer, as provided in the Agreement, issued a Deferred Payment Bond in favor of the HRADF for an amount equal to the present value of the deferred payment amount, i.e. an amount of €347,2 million, calculated according to the terms of the Agreement. The abovementioned amount of the Deferred Payment Bond will be recalculated annually, on each Transfer Date anniversary, in accordance with the provisions of the transfer agreement, with a maximum amount of €347,2 million. As at 30.06.2022 the amount of the Deferred Payment Bond was €344,3 million.
Furthermore, in order to secure the above Deferred Payment Bond, the Company signed on 24.06.2021, with "Eurobank S.A." as a Bondholder Agent and with "Eurobank S.A." and "Piraeus Bank S.A.", as lenders, a bond loan of up to €347,2 million ("Bond Loan"), which can be issued and covered over a period of 10 years and 6 months. As a security of the abovementioned Bond Loan, the Company granted a cash collateral of €167 million, which will be released for the payment of the 2nd installment of "HELLINIKON S.M.S.A." Shares Acquisition Price. on the 2nd anniversary of the Transfer Date and an additional amount of €210 million for the payment of the initial share capital of the special purpose vehicles that will be established for the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall) and the commercial development within the area of the marina of Aghios Kosmas (Riviera Galleria). As at 30.06.2022 from the amount of €210 million, restricted cash amounting to €64,1 million while on the date of approval this semi-annual financial
report the current restricted cash is amounting to €28,4 million. The released amounts financed part of the initial share capital of the subsidiary LAMDA ELLINIKON MALLS HOLDING S.M.S.A. (note 8).
It is noted that the interest rate of all financings is floating and the margin has been determined on standard market terms. In the context of the financings, which are foreseen to be governed by Greek law, and to secure their repayment, the provision of collateral rights is provided, which is common in such project finance as, for example, establishment of mortgage on assets (of HELLINIKON S.M.S.A. and of the above-mentioned special purpose vehicles, which will carry out the commercial developments Vouliagmenis Mall and Marina Galleria), restrictions on distributions to shareholders pertaining to each loan, pledge of the shares of the borrowing subsidiaries and pledge of part of the receivables and sources of revenue from the operation of the Project, as well as on the receivables from the Share Purchase Agreement. Furthermore, regarding the financing of the projects of the first five years, a specific mechanism is envisaged for the control and use of the proceeds from the sales of assets, and amongst other things, the use of a part of them to finance the Project budget.
The syndicated secured bond loan of the subsidiary HELLINIKON S.M.S.A. which was signed on 06.04.2022 with Eurobank and Piraeus Bank, which remains undrawn till 30.06.2022, must satisfy the following covenants: Loan to value (till the completion of the project) ≤ 65%, Loan to value (after the completion of the project) ≤ 75%, Debt Service Cover ratio ≥ 110%, Loan to Cost (Years 1-3 from Transfer Date) ≤ 35%, Loan to Cost (Year 4 and after the Transfer Date) ≤ 30%.
Total debt
The Group defines as "Total Debt" the total of "Borrowings" (non-current and current portion), including "Lease Liabilities" (non-current and current portion), and "Consideration payable for the acquisition of HELLINIKON S.M.S.A.".
The change in total debt is presented below:
| GROUP | Non-cash changes | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in € thousands | Balance 31.12.2021 |
Cash flow | Accrued interest |
Borrowings issue costs - amortization |
Additions / remeasurement of leases |
Reversal of discounting |
Balance 30.06.2022 |
| Borrowings (non-current and current) | 721.420 | (15.462) | 13.559 | 763 | - | - | 720.280 |
| Lease Liabilities (non-current and current) |
182.912 | (8.114) | 4.642 | - | 10.572 | - | 190.012 |
| Consideration payable for the acquisition of HELLINIKON S.M.S.A. |
501.245 | - | - | - | - | 8.497 | 509.742 |
| Total | 1.405.577 | (23.576) | 18.201 | 763 | 10.572 | 8.497 | 1.420.034 |
| GROUP | Non-cash changes | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in € thousands | Balance 31.12.2020 |
Cash flow | Accrued interest |
Borrowings issue costs - amortization |
Recognition of interest at fair value |
Acquisition / Disposal of subsidiary |
Additions / remeasurem ent of leases |
Concessions in rents |
Reversal of discounting |
Balance 31.12.2021 |
| Borrowings (non-current and current) | 719.311 | (40.273) | 25.357 | 1.516 | 652 | 14.857 | - | - | - | 721.420 |
| Lease Liabilities (non-current and current) |
185.155 | (7.628) | 8.940 | - | - | - | 409 | (3.964) | - | 182.912 |
| Consideration payable for the acquisition of HELLINIKON S.M.S.A. |
- | (300.000) | - | - | - | 792.752 | - | - | 8.493 | 501.245 |
| Total | 904.466 | (347.901) | 34.297 | 1.516 | 652 | 807.609 | 409 | (3.964) | 8.493 | 1.405.577 |
14. Leases
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 mall was developed and operates and is leased out by Ecumenical Patriarchate, the Landlord of the plot area as well as the lease of the exploitation rights of Flisvos marina until 2047 from the Public Property Company SA (former Greek Touristic Property SA). The remaining rental contracts 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 4 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.
The variances of the right-of-use assets for the Group and the Company are presented below:
| Group Amounts in € thousands |
Properties under development |
Motor vehicles |
Marina facilities & berths |
Office space |
Total |
|---|---|---|---|---|---|
| Right-of-use assets - 1 January 2022 Additions due to remeasurement of lease |
40.626 | 909 | 93.079 | 5.715 | 140.329 |
| assets¹ | - | - | 9.586 | - | 9.586 |
| Additions | 12.356 | 92 | - | - | 12.448 |
| Depreciation | (135) | (155) | (1.898) | (369) | (2.557) |
| Right-of-use assets - 30 June 2022 | 52.847 | 846 | 100.767 | 5.347 | 159.806 |
¹ The additions due to the remeasurements are related to the extension of the lease agreement of the Tourist Port (Marina) of Flisvos for 2 years, until 2049, based on Law 4875/2021.
Company
| Amounts in € thousands | Office space |
Motor vehicles |
Total | |
|---|---|---|---|---|
| Right-of-use assets - 1 January 2022 | 7.372 | 784 | 8.156 | |
| Additions | 140 | 102 | 242 | |
| Depreciation | (818) | (132) | (950) | |
| Right-of-use assets - 30 June 2022 | 6.694 | 754 | 7.448 |
Right-of-use asset HELLINIKON S.M.S.A.
In "Properties under development" and particularly in "Additions", amount of €12,536 thousand, refer to land plots with a surface right for 99 years which relates to tangible assets.
Amount of €78,262 thousand (31.12.20201: €77,680 thousand) concerns the property of the Mediterranean Cosmos shopping mall which is leased on the basis of operating leases and is classified according to the IFRS 16 standard "Leases" under "Investment property" (note 5). The use rights regarding the exploitation of a tourist port concern the operational lease for the exploitation of Marina Flisvos.
| Group Amounts in € thousands |
Properties under development |
Motor vehicles |
Marina facilities & berths |
Office space | Total |
|---|---|---|---|---|---|
| Right-of-use assets - 1 January 2021 Additions due to acquisition of HELLINIKON |
- | 791 | 96.790 | 6.452 | 104.033 |
| S.M.S.A. (note 8) Additions |
26.619 14.055 |
- 410 |
- - |
- - |
26.619 14.465 |
| Depreciation | (49) | (291) | (3.711) | (737) | (4.788) |
| Right-of-use assets - 31 December 2021 | 40.625 | 910 | 93.079 | 5.715 | 140.329 |
Right-of-use asset HELLINIKON S.M.S.A.
In "Properties under development" and particularly in "Additions due to acquisition of HELLINIKON S.M.S.A." (note 8), leases refer to land plots with a surface right for 99 years amounting to €26,619 thousand, of which €8,831 thousand relates to tangible assets and €17,788 thousand to inventories under development for subsequent sale. Also, in "Properties under development" the "Additions for the year" amounting to €14,055 thousand refer to the cost of real estate development in areas with a surface right for 99 years, out of which €14,032 thousand relates to tangible assets and €23 thousand to inventories. The part of the leases related to Investment properties has already been included in the "Investment properties", while the part of the respective obligation does not appear as it is part of the payment of the 1st installment of the price of €300 million.
Company
| Amounts in € thousands | Office space | Motor vehicles | Total |
|---|---|---|---|
| Right-of-use assets - 1 January 2021 | 6.453 | 634 | 7.087 |
| Additions | 2.485 | 387 | 2.872 |
| Depreciation | (1.566) | (237) | (1.803) |
| Right-of-use assets - 31 December 2021 | 7.372 | 784 | 8.156 |
The recognized lease liabilities for the Group and the Company are as follows:
| Group | |||||
|---|---|---|---|---|---|
| Amounts in € thousands | Land plot | Motor vehicles |
Marina facilities & berths |
Office space |
Total |
| Lease liabilities - 1 January 2022 | 77.680 | 924 | 98.420 | 5.888 | 182.912 |
| Additions due to remeasurement of lease liabilities¹ | 893 | - | 9.586 | - | 10.479 |
| Additions | - | 93 | - | - | 93 |
| Accrued interest | 1.711 | 17 | 2.801 | 112 | 4.642 |
| Lease payments | (2.023) | (169) | (5.502) | (420) | (8.114) |
| Lease liabilities - 30 June 2022 | 78.262 | 865 | 105.305 | 5.580 | 190.012 |
| Current lease liabilities | 3.045 | ||||
| Non-current lease liabilities | 186.967 | ||||
| Total | 190.012 |
¹ The additions due to the remeasurements are related to the extension of the lease agreement of the Tourist Port (Marina) of Flisvos for 2 years, until 2049, based on Law 4875/2021.
Company
| Amounts in € thousands | Office space |
Motor vehicles |
Total |
|---|---|---|---|
| Lease liabilities - 1 January 2022 Additions Accrued interest Lease payments |
7.577 140 144 (896) |
797 102 15 (143) |
8.374 242 159 (1.039) |
| Lease liabilities - 30 June 2022 | 6.965 | 771 | 7.736 |
| Current lease liabilities Non-current lease liabilities Total |
1.823 5.913 7.736 |
Group
| Amounts in € thousands | Land plot |
Motor vehicles |
Marina facilities & berths |
Office space |
Total |
|---|---|---|---|---|---|
| Lease liabilities - 1 January 2021 | 78.057 | 794 | 99.820 | 6.484 | 185.155 |
| Additions | - | 409 | - | - | 409 |
| Accrued interest | 3.436 | 36 | 5.224 | 244 | 8.940 |
| Lease payments | (3.331) | (315) | (3.143) | (840) | (7.628) |
| Concession in rents | (482) | - | (3.482) | - | (3.964) |
| Lease liabilities – 31 December 2021 | 77.680 | 924 | 98.419 | 5.888 | 182.912 |
| Current lease liabilities Non-current lease liabilities Total |
3.097 179.815 182.912 |
Company
| Amounts in € thousands | Office space | Motor vehicles | Total | |
|---|---|---|---|---|
| Lease liabilities - 1 January 2021 | 6.484 | 636 | 7.120 | |
| Additions | 2.485 | 387 | 2.872 | |
| Accrued interest | 327 | 30 | 357 | |
| Lease payments | (1.602) | (256) | (1.858) | |
| Concession in rents | (117) | - | (117) | |
| Lease liabilities – 31 December 2021 | 7.577 | 797 | 8.374 |
| Non-current lease liabilities | 6.677 |
|---|---|
| 1.697 |
The lease liabilities as at 30.06.2022 are payable as follows:
| Amounts in € thousands | Group | Company | |
|---|---|---|---|
| No later than 1 year | 3.045 | 1.823 | |
| Between 1 and 2 years | 3.234 | 1.343 | |
| Between 3 and 5 years | 12.040 | 2.516 | |
| Over than 5 years | 171.693 | 2.054 | |
| Total | 190.012 | 7.736 |
The effect that resulted for the Group from the application of the amendment of IFRS 16 "Concessions to rents related to COVID-19", corresponds to an amount of a total of €3,942 thousand for the period 1.1-30.06.2021 which is included in the Income Statement and specifically in the line "Expenses related to investment property" amounting to €483 thousand and in the line "Other (expenses) / operating income (net)" amount €3,459 thousand.
The Group and the Company do not face any significant liquidity risk regarding lease obligations while there are no significant lease commitments that have not entered into force until the end of the reporting period.
15. Trade and other payables
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Trade payables | 26.870 | 35.391 | 6.056 | 13.722 |
| Liabilities to related parties³ (note 19) | - | - | 57.518 | 6.888 |
| Social security cost and other taxes / charges | 4.761 | 4.886 | 622 | 1.251 |
| Provision L.O.V. S.M.S.A. for the obligation based on G.G. and completion cost for The Mall Athens ¹ |
9.788 | 9.800 | - | - |
| Unearned income | 21.882 | 23.802 | - | - |
| Accrued expenses | 19.888 | 15.624 | 9.784 | 6.710 |
| Dividends payable | - | 4.602 | - | - |
| Pre-sales property of HELLINIKON S.M.S.A.² | 46.346 | 23.200 | 500 | 500 |
| Payment in advance related to sale of joint venture (note 8) |
- | 250 | - | 250 |
| Other liabilities | 3.167 | 3.179 | 15 | 11 |
| Total | 132.702 | 120.734 | 74.495 | 29.332 |
| Non-current | 19.697 | 21.378 | - | - |
| Current | 113.005 | 99.356 | 74.495 | 29.332 |
| Total | 132.702 | 120.734 | 74.495 | 29.332 |
¹ The subsidiary L.O.V. S.M.S.A. in the context of G.G. for the approval of the Urban Plan of the area in which the shopping mall "The Mall Athens" is located, has cumulatively recognized in the financial statements of 30.06.2022 a total provision of €9,8 million. This amount is an estimate and can be adjusted by the process of implementation of the obligations arising from the specific PD.
² The Group has received from reservations of property from potential buyers of real estate in Ellinikon €46,3 million as at 30.06.2022 (31.12.2021: €23,2 million).
³ The significant increase in liabilities to related parties of the Company on 30.06.2022 comparative to 31.12.2021 is mainly due to the due share capital of subsidiaries amounting to €51,0 million (note 8).
Trade and other payables' carrying amounts value approach their fair value which is calculated according to the fair value hierarchy 3 as described in note 3.
16. Financial instruments by category
| Amounts in € thousands | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| Financial assets | |||||
| Debt instruments at amortized cost: | |||||
| Trade and other receivables | 8.595 | 8.993 | 726 | 708 | |
| Receivables from related parties | - | 31 | 20.233 | 45.591 | |
| Loans to related parties | 3.345 | 3.301 | 89.167 | 87.533 | |
| Dividend receivables | 123 | - | 7.082 | 24.882 | |
| Undrawn loan issuance costs | 6.669 | - | - | - | |
| Suppliers advance payments | 21.513 | 892 | 1.807 | 1.121 | |
| Other financial assets | 7.093 | 8.371 | 1.227 | 418 | |
| Cash and cash equivalent | 209.715 | 162.402 | 7.344 | 31.505 | |
| Restricted cash | 239.643 | 377.000 | 236.733 | 377.000 | |
| Equity instruments at fair value through profit or loss: |
|||||
| Other financial assets 1 | 751 | 756 | 751 | 756 | |
| Derivatives at fair value through profit or loss: | |||||
| Derivative financial instruments | 3.364 | 310 | - | - | |
| Derivatives at fair value through OCI: Derivative financial instruments |
2.874 | - | - | - | |
1Other financial assets relate to corporate non-listed bonds that have been classified to the level 3 of the fair value measurement hierarchy.
| Amounts in € thousands | GROUP | COMPANY | ||
|---|---|---|---|---|
| Financial liabilities | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Financial liabilities at amortized cost: | ||||
| Trade and other payables | 26.870 | 35.391 | 6.056 | 13.722 |
| Liabilities to related parties | - | - | 57.518 | 6.888 |
| Dividends payable | - | 4.602 | - | - |
| Property pre-sales HELLINIKON S.M.S.A. | 46.346 | 23.200 | 500 | 500 |
| Other financial payables | 12.955 | 13.088 | 15 | 11 |
| Borrowings (bank and bond loans) | 720.280 | 715.804 | 367.732 | 359.026 |
| Consideration payable for the acquisition of | ||||
| HELLINIKON S.M.S.A. | 509.742 | 501.245 | - | - |
| Derivatives at fair value through profit or loss: Derivative financial instruments |
- | - | - | - |
| Derivatives at fair value through OCI: | ||||
| Derivative financial instruments | - | 376 | - | - |
17. Provisions for infrastructure investments for HELLINIKON S.M.S.A.
| GROUP | |||
|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | |
| Provisions for infrastructure investments for HELLINIKON S.M.S.A. | 640.737 | 635.008 | |
| Non-current Current Total |
429.198 211.539 640.737 |
479.553 155.455 635.008 |
Estimated cost of infrastructure projects
As at 30.06.2022, the estimated cost of the infrastructure projects concerns the unavoidable obligation of the Group, as defined in the share purchase agreement for the acquisition of 100% of the shares of HELLINIKON S.M.S.A. and for a specific time period, for the implementation of public interest benefit projects such as roads, utility networks, underground and footbridges, etc. which will be transferred to the ownership of the Greek government upon their completion free of charge. The amount of €640,7 million relates to the present value of provisions (note 8).
| Amounts in € thousands | GROUP | ||
|---|---|---|---|
| Balance 01.01.2021 | - | ||
| Acquisition of shares of HELLINIKON S.M.S.A. (note 8) | 590.528 | ||
| Changes during the year | (15.323) | ||
| Additions for the year due to revised budget | 49.700 | ||
| Finance cost | 10.103 | ||
| Balance 31.12.2021 | 635.008 | ||
| Balance 31.12.2021 | 635.008 | ||
| Changes during the year | (4.177) | ||
| Finance cost (note 27) | 9.906 | ||
| Balance 30.06.2022 | 640.737 |
Below, a table is presented with the analysis of the maturity of the provisions (at present value) for infrastructure investments for HELLINIKON S.M.S.A. for required future cash outflows:
| All amounts in € thousands | GROUP |
|---|---|
| 30 June 2022 | Less than 1 year |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Total |
|---|---|---|---|---|---|
| Provisions for infrastructure investments for HELLINIKON S.M.S.A. |
211.539 | 87.817 | 138.044 | 203.337 | 640.737 |
18.Derivative financial instruments
| 376 |
|---|
| 376 |
| 376 |
| - |
| 376 |
| Liabilities |
The Company does not own derivative financial instruments.
The nominal value of the loans that have been offset by Interest Rate Swaps (IRS) on 30.06.2022, concern the subsidiaries LAMDA DOMI S.M.S.A., €43,0 million Series A and €17,8m Series B, ending in November 2025, and PYLAIA S.M.S.A., €52,4 million ending in May 2026. Interest rate swaps have been valued at fair value by the counterpart bank. As at 31.12.2021, the variable interest rates on long-term loans covered by financial hedging interest derivatives were based on the 3-month Euribor reference interest rate plus an average margin of 3,07% for the subsidiary LAMDA DOMI S.M.S.A. and Euribor 3 months plus 3% margin for the subsidiary PYLAIA S.M.S.A.
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 recognized in Other Comprehensive Income (special reserve of equity) or through the Income Statement. 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.
19. Related party transactions
The following transactions were carried out with related parties:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 01.01.2022 to |
01.01.2021 to |
01.01.2022 to |
01.01.2021 to |
| 30.06.2022 | 30.06.2021 | 30.06.2022 | 30.06.2021 | |
| i) Income from sale of goods and services | ||||
| - income from subsidiaries | - | - | 12.423 | 638 |
| - income from joint ventures | - | 16 | - | 16 |
| - | 16 | 12.423 | 654 | |
| ii) Purchase of goods and services | ||||
| - purchases from subsidiaries | - | - | 501 | 523 |
| - | - | 501 | 523 | |
| iii) Dividends income | ||||
| - income from subsidiaries | - | - | - | - |
| - income from associates | 123 | 135 | 123 | - |
| 123 | 135 | 123 | - | |
| iv) Transactions and remuneration of members of BoD and management Members of BoD: |
||||
| - BoD fees and other short-term employment benefits Management: |
517 | 502 | 517 | 502 |
| - Salaries and other short-term employment benefits | 1.379 | 1.301 | 873 | 1.157 |
| 1.896 | 1.803 | 1.390 | 1.659 | |
| v) Interest income | ||||
| - interest income from subsidiaries | - | - | 2.173 | 394 |
| - | - | 2.173 | 394 |
| vi) Interest expense | ||||
|---|---|---|---|---|
| - interest expense of subsidiaries | - | - | 564 | 671 |
| - | - | 564 | 671 | |
| GROUP | COMPANY | |||
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Receivables from related parties: | ||||
| - subsidiaries | - | - | 20.233 | 45.585 |
| - joint ventures | - | 6 | - | 6 |
| - associates | - | 25 | - | - |
| - | 31 | - | 45.591 | |
| Dividends receivable from related parties: | ||||
| - subsidiaries | - | - | 6.959 | 24.882 |
| - associates | 123 | - | 123 | - |
| 123 | - | 7.082 | 24.882 | |
| Payables to related parties: | ||||
| - subsidiaries | - | - | 57.518 | 6.888 |
| - | - | 57.518 | 6.888 | |
Receivables and payables from/to related parties are satisfied and their carrying amounts approach their fair value.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | |
| ix) Loans to related parties: | ||||
| Opening balance | - | - | 84.535 | 6.777 |
| Loans granted during the year | - | - | - | 80.000 |
| Loan repayments | - | - | - | (2.270) |
| Loan and interest impairment | - | - | (551) | (1.131) |
| Tax on interest | (26) | |||
| Interest charged | - | - | 2.173 | 1.159 |
| Closing balance | - | - | 86.131 | 84.535 |
At Company level, the loans to related parties refer to loans of initial capital €117,9 million, less impairment €31,7 million, that the parent company has granted to its subsidiaries HELLINIKON S.M.S.A., LAMDA DEVELOPMENT ROMANIA S.R.L., LAMDA DEVELOPMENT SOFIA E.O.O.D., ROBIES SERVICES LTD and LAMDA DEVELOPMENT MONTENEGRO D.O.O.. During 2021 the Company provided a long-term loan of €80 million to HELLINIKON S.M.S.A
| GROUP | COMPANY | |||
|---|---|---|---|---|
| x) Loans from related parties: | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Opening balance | - | - | 40.002 | 56.485 |
| Loan repayments | - | - | - | (10.948) |
| Interest paid | - | - | (66) | (6.868) |
| Interest charged | - | - | 564 | 1.333 |
| Closing balance | - | - | 40.500 | 40.002 |
At Company level, the loans from related parties refer to loans of initial capital €35,8 million that the parent company has granted to the companies LAMDA PRIME PROPERTIES S.M.S.A. and LOV LUXEMBOURG S.à R.L.. During 2022, the Company repaid interest of €0,66 million to the subsidiary LAMDA PRIME PROPERTIES S.M.S.A..
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| xii) Loans to personnel and management: | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 | ||
| Opening balance | 3.301 | 3.193 | 2.998 | 2.903 | ||
| Change during the year | (36) | (52) | (36) | (52) | ||
| Recognition of finance income | 80 | 160 | 74 | 147 | ||
| Closing balance | 3.345 | 3.301 | 3.036 | 2.998 |
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.
20. Earnings / (losses) per share
The basic earnings / (losses) per share (EPS) are calculated by dividing the net gains / (losses) of the period corresponding to the shareholders of the parent with the weighted average number of common shares outstanding during the period, taking into account the average term of the common shares acquired by the Group as treasury shares.
| Basic | GROUP | COMPANY | ||
|---|---|---|---|---|
| 01.01.2022 to |
01.01.2021 to |
01.01.2022 to |
01.01.2021 to |
|
| Amounts in € thousands | 30.06.20212 | 30.06.2021 | 30.06.20212 | 30.06.2021 |
| Profit / (loss) attributable to equity holders of the Company |
(22.192) | 224.558 | (22.601) | (34.019) |
| Weighted average number of ordinary shares in issue Minus: Weighted average number of treasury shares |
176.203.423 1.016.698 |
176.736.715 - |
176.203.423 1.016.698 |
176.736.715 - |
| Total weighted average number of ordinary shares in issue during the year |
175.186.725 | 176.736.715 | 175.186.725 | 176.736.715 |
| Basic earnings per share (EPS) (in euro) | (0,13) | 1,27 | (0,13) | (0,19) |
Diluted earnings / (losses) per share is calculated by dividing the net profits / (losses) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Regarding the aforementioned rights, the number of shares that could have been acquired at fair value (defined as the average annual stock market price of the Company's shares) is calculated, based on the value of the participation rights related to the existing rights programs from shares. The number of shares resulting from the above calculation is compared with the number of shares that could have been issued in case of exercise of the rights. The resulting difference is added to the denominator as an issue of ordinary shares without consideration. Finally, no adjustment is made to profits / (losses) (numerator).
| GROUP | COMPANY | GROUP | COMPANY | |
|---|---|---|---|---|
| 01.01.2022 | 01.01.2021 | 01.01.2022 | 01.01.2021 | |
| Diluted | to 30.06.20212 |
to 30.06.2021 |
to 30.06.20212 |
to 30.06.2021 |
| Weighted average number of ordinary shares in issue | 175.186.725 | 176.736.715 | 175.186.725 | 176.736.715 |
| (for basic EPS) Effect from employees share option scheme |
||||
| (weighted average number) | - | 439.830 | - | 439.830 |
| Weighted average number of ordinary shares in issue (for diluted EPS) |
175.186.725 | 177.176.545 | 175.186.725 | 177.176.545 |
| Diluted earnings per share (EPS) (in euro) | (0,13) | 1,27 | (0,13) | (0,19) |
21. Income tax
According to law 4799/2021 passed on 18.05.2021, the corporate income tax rate of legal entities in Greece is set for 2021 to 22% (2021: 22%).
The effective tax rate at Group and Company level based on their results of 2022 and 2021, is mainly affected by the non-recognition of deferred tax asset over the tax losses of the period mainly from the Company and the Hellinikon S.M.S.A..
The tax rate for the subsidiaries registered in foreign countries differs from country to country as follows: Serbia 15%, Romania 16%, Montenegro 9-15%, Luxembourg 24,94%, Bulgaria 10%, Cyprus 12,5% and Netherlands 15%-25,8%.
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.
Companies which are under public status, are not subject to income tax. Respectively, HELLINIKON S.M.S.A. during its ownership by the HRADF, it was under public status and therefore not subject to income tax.
For the year ended 31 December 2011 and onwards as the Law 4174/2013 (article 65A) currently stands (and as per 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 (as a general principle, 5 years from the end of the fiscal year to which the tax return should have been filed).
The Company has been tax audited for the fiscal year 2013-2021 by audit firm and the relevant tax certificates have been issued. For the most important Greek companies of the Group that are subject to the process of issuing a tax certificate, the tax audit for the year 2021 is in progress.
For the subsidiary LAMDA MALLS S.A. tax audit is in progress by the competent tax authorities for the years 2017 and 2018 and for the subsidiaries DEVELOPMENTAL Dynamic Holdings S.M.S.A. and LAMDA PRIME PROPERTIES S.M.S.A. for the years 2016 and 2017.
For the subsidiary LAMDA FLISVOS MARINA S.A. a tax audit is in progress by the competent tax authorities for the years 2016 to 2018, while during the tax audit of the year 2015, differences in the unused tax losses were identified. The company filed an appeal against the relevant act of corrective determination of income tax for the tax year 2015. The management of the company and its legal advisors estimate that there is a significant chance that the appeal will succeed.
For the years ended after 31 December 2015 and remain tax unaudited by the competent tax authorities, the Management estimates that any taxes that may arise will not have a material effect on the financial statements.
Pursuant to the following provisions: (a) art. 36 of Law 4174/2013 (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 2014 has been suspended until 31.12.2021, subject to special or exceptional provisions which may provide for a longer limitation period and under the conditions that they define. Following the no. 433/2020 of the decision of the Council of State and according to relevant circulars regarding the limitation period of the right of the State to impose proportional stamp duties and special contribution in favor of OGA, it was clarified that for financial periods before the entry into force of the provisions of K.F. D., i.e. before 01/01/2015, the general provisions on limitation of the Civil Code, such as the provision of article 249 of the Civil Code, cannot be applied, and consequently the limitation period of the right of the State to impose the due stamp duty and the special contribution in favor of OGA, is determined in five years in the first place, calculated from the end of the year in which the obligation to pay arises, with the possibility of extending this right to ten years, provided that the conditions of par. 4 of article 84 of the Income Tax Law are met (Law 2238/1994). For the fiscal years after 01.01.2015, the provisions of article 36 of the K.F.D. are applicable with a five-year deadline at the first place. Therefore, 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. As of 30.06.2022 no such provisions have been recognized for the Group's and Company's unaudited, by the tax authorities, years.
22. Commitments
Capital commitments
Regarding the development of the Ellinikon site as at 30.06.2022 have been undertaken and have not yet been executed capital commitments for services of architectural studies, project management as well as construction contracts amounting to €284,5 million, which relate to projects that have been classified as follows:
| Amounts in € thousands | 30.06.2022 | 31.12.2021 |
|---|---|---|
| Inventories | 276.760 | 32.257 |
| Investment property | 4.411 | 9.690 |
| Tangible assets | 3.376 | 8.811 |
| Total | 284.547 | 50.758 |
On 22.09.2022 the Group had undertaken and had not performed capital commitments for services of architectural studies, project management as well as construction contracts amounting to €303,7 million for the Ellinikon development project.
As at 31.12.2021, commitments related to capital expenditures to the Ellinikon development project amounting to €50,8 million had been undertaken and had not been performed till 31.12.2021.
The Group has no contractual obligations for the repairs and maintenance of its investment property.
23. Contingent liabilities and assets
The Group and the Company have contingencies in respect of letter of guarantees for good performance and other matters arising in the ordinary course of business, for which no significant additional burdens are expected to arise as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 30.06.2022 | 31.12.2021 | 30.06.2022 | 31.12.2021 |
| Liabilities Letters of guarantee related to obligations |
358.516 | 317.040 | 354.910 | 307.434 |
| Assets Letters of guarantee related to receivables (from tenants) |
44.514 | 43.262 | - | - |
On 25.06.2021 a letter of guarantee was issued by "EUROBANK S.A." and delivered to the HRADF as security for the deferred payment amount. More specifically, on the Transfer Date (25.06.2021), the subsidiary "HELLINIKON GLOBAL I SA", the Buyer, as provided in the Agreement, issued a Deferred Payment Bond in favor of the HRADF for an amount equal to the present value of the deferred payment amount, i.e. an amount of €347,2 million, calculated according to the terms of the Agreement. The abovementioned amount of the Deferred Payment Bond will be recalculated annually, on each Transfer Date anniversary, in accordance with the provisions of the transfer agreement, with a maximum amount of €347,2 million. On 30.06.2022 the Deferred Payment Bond was €344,3 million.
In addition to the issues mentioned above there are also the following particular issues, which are not required under IAS 37 to formulate provisions as in accordance with the relevant opinions of the Group companies' legal advisors and the estimates of the Group's Management, are not considered likely that outflow of resources will be required to settle each matter:
LAMDA DOMI S.M.S.A. «GOLDEN HALL»
- With respect to LAMDA DOMI S.M.S.A., a public (already private) law entity under the trade name "Hellenic Olympic Committee" ("HOC") has filed a lawsuit against the Public Real Estate Property Company S.A. ("ETAD"). By means of the said lawsuit, the HOC claims to be entitled to, and therefore to be granted, the use, management and exploitation of a plot of land of its ownership in which the International Broadcasting Centre ("IBC") is built. The HOC also claims ETAD to be declared as liable for an overall amount of 90,784,500 Euros, which is alleged to have been the lease price paid by the company under the trade name "LAMDA DOMI S.M.S.A." ("LAMDA DOMI") to ETAD (and its predecessor "HELLENIC OLYMPIC REAL ESTATE S.A") for the period 30.04.2007-30.06.2019. The said lawsuit is based on the alleged by the HOC contravention of Article 35 of Law 3342/2005 to Article 17 of the Constitution and more specifically on the allegation that the delegation of use, management and exploitation deprives the HOC from its right to use the plot and benefit therefrom as its rightful owner. Pursuant to an impleader by ETAD, LAMDA DOMI filed a "supporting intervention" in favor of ETAD. Pursuant to the hearing of the case on 13.05.2021, decision No. 2374/2021 of the Multi-Member First Instance Court of Athens was issued. By means of said decision, the HOC's lawsuit has been dismissed. To the best of our knowledge, HOC has not filed an appeal against said decision.
HELLINIKON S.M.S.A.
- HELLINIKON S.M.S.A. has no significant open legal cases against it, but on the other hand there are several open cases in its favour. Therefore, although until the date of publication of the interconnectedness financial statements of 30.06.2022 the result cannot be reliably measurable, the
Company's Management concludes that by the time those will be finalized, the result will not affect, significantly, the financial results of the Group.
Other 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. At 31.12.2020 no such provisions have been formed for the Group's and Company's unaudited, by the tax authorities, years. For details regarding the unaudited tax years for the rest of the Group companies, please refer to note 30 on the annual consolidated financial statements for the year ended 2021.
24.Revenue
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
| Revenue from property leasing | 38.435 | 21.994 | - | - |
| Berthing services | 11.440 | 6.422 | - | - |
| Parking revenue | 3.168 | 1.289 | - | - |
| Real estate management - third parties | 16 | 12 | 13 | 13 |
| Real estate management - related parties Revenue form intragroup recharge of |
- | 16 | 45 | 156 |
| preliminary expenses regarding the development of Ellinikon Property ¹ |
- | - | 11.918 | - |
| Consulting - related parties | - | - | 459 | 498 |
| Other | 34 | - | - | - |
| Total | 53.093 | 29.733 | 12.435 | 667 |
¹ Related to any kind of remuneration of third parties (indicatively of designers, civil engineers, technicians, architects and other consultants and other experts), as well as includes apportionment of remuneration and benefits for staff employed directly for respective purposes and work, in the context of the development of the Ellinikon site.
The increase in the Group revenue is mainly due to the impact of the coronavirus COVID-19 pandemic on the revenue from the operation of the Group shopping malls and relate to rent discounts for the 1 st Half 2021 due to the mandatory, by law, exemption from the obligation to pay rents. Moreover, the Group lost, during the 1 st Half of 2021, a large part of revenues from car park operations, as well as the revenue from the advertising exploitation of Shopping Malls and the variable rent on the sales of the shopkeepers due to the lockdown and the reduction in footfall and shopkeepers sales. At Group level, a positive impact on the total revenue change is due to the addition of the revenue from Ag. Kosmas Marina during the 1 St Half 2022, following the acquisition of the shares of HELLINIKON S.M.S.A. at the end of June 2021.
At Group level, the aggregate floating (contingent) remuneration for the first semester of 2022 was €0,3 million and €0 million for the first semester of 2021.
25. Expenses related to the development of the Ellinikon site.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| All amount in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
| Professional fees | (5.339) | (6.760) | (6.821) | (6.760) |
| Wages and salaries | (7.846) | (3.804) | (2.890) | (3.804) |
| Promotion and marketing expenses | (4.058) | (936) | (151) | (936) |
| IT expenses and other maintenance | (133) | (2) | (12) | (2) |
| Common charges and consumables | (334) | (97) | (44) | (97) |
| Taxes – charges | (364) | - | - | - |
| Travel / transportation expenses | (193) | (33) | (59) | (33) |
| Insurance | (74) | (1) | (1) | (1) |
| Rents of operating leases | (255) | (588) | (245) | (588) |
| Other | (517) | (413) | (270) | (413) |
| Total | (19.113) | (12.634) | (10.493) | (12.634) |
The increase of the expenses related to the development of the Ellinikon site during the first semester of 2022, in comparison with the relevant period of 2021, is due to the to the acceleration of the implementation of the project in Hellinikon after the acquisition of the shares of Hellinikon S.M.S.A on 25.06.2021.
26. Other operating income / (expenses) – net
The increase in "Other operating income / (expenses) – net" in the 1 st Half of 2022 compared to the corresponding period of 2021 is mainly due to the increased costs of promotion and marketing, as well as the professional fees related to various projects of the Group.
27. Finance income / (costs) - net
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts in € thousands | 01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
01.01.2022 to 30.06.2022 |
01.01.2021 to 30.06.2021 |
||
| Finance costs: | ||||||
| - Borrowings interest expense – contractual (note 13) - Borrowings interest expense – transaction |
(13.559) | (11.845) | (7.191) | (5.517) | ||
| costs (note 13) - Expenses from loans granted from related |
(763) | (744) | (477) | (459) | ||
| parties (note 19) - Recognition of interest at fair value |
- - |
- (355) |
(564) - |
(674) - |
||
| - Interest expense on lease liabilities (note 14) | (4.642) | (4.438) | (159) | (180) | ||
| - Finance cost related to consideration payable for the acquisition of HELLINIKON S.A. (note 8) |
(8.497) | - | - | - | ||
| - Finance cost related to provisions for infrastructure investments for HELLINIKON S.A. (note17 ) |
(9.906) | - | - | - | ||
| - Other costs and commissions | (1.762) | (2.551) | (1.295) | (2.200) | ||
| (39.129) | (19.933) | (9.686) | (9.030) | |||
| Exchange differences | (6) | (14) | (6) | (2) | ||
| (39.135) | (19.947) | (9.692) | (9.032) | |||
| Finance income: - Income from loans granted to related parties |
||||||
| (note 19) | 80 | 79 | 2.247 | 394 | ||
| - Net loss from sale/valuation on derivative instruments at fair value through profit or loss |
3.053 | - | - | - | ||
| - Interest income | 2 | 122 | - | 191 | ||
| 3.135 | 201 | 2.247 | 585 | |||
| Total | (36.000) | (19.746) | (7.445) | (8.447) |
There is no capitalization of borrowing costs during the first semester of 2022 and 2021.
28. Employees benefits expense
The number of employees of the Group on 30.06.2022 amounted to 620 people and of the Company to 132 people. At the end of the fiscal year 2021, the number of employees of the Group amounted to 544 people and of the Company to 140 people.
The average employed staff of the Group for the first 6 months period of 2022 amounted to 579 people.
29. Treasury shares
Treasury shares schedule 24.06.2021-23.06.2023
The Annual Ordinary General Meeting of the Company's Shareholders, during the meeting of 23.06.2021, approved the purchase of own shares within a period of 24 months, i.e. from 24.06.2021 to 23.06.2023, up to 10% of its total share capital, with maximum purchase price of 14.00 euros per share and minimum purchase price equal to the nominal value, i.e. 0,30 euros per share and instructed the Board of Directors to implement this decision, in cases where it deems it necessary. The Board of Directors of the Company during
its meeting on 23.06.2021, decided to proceed with the implementation of the above decision, judging that this served its interests.
According to the above, the total number of treasury shares held by the Company on 30.06.2022 amounts to 2.382.693 treasury shares, which represent 1,348% of the total number of common registered shares of the Company.
| Number of shares | Treasury share in € thousands |
|||
|---|---|---|---|---|
| 1 January 2021 | - | - | ||
| Acquisition of treasury shares | 533.292 | (3.729) | ||
| 31 December 2021 | 533.292 | (3.729) | ||
| Acquisition of treasury shares | 1.849.401 | (12.119) | ||
| 30 June 2022 | 2.382.693 | (15.848) |
The total number of treasury shares are pledged against a bank loan.
30. Comparative information
For purposes of better presentation, on 31.12.2021 the Group has reclassified interest payable to third parties amounting €5.507 thousand from "Trade and other payables" as well as a loan from a non-controlling interest in the amount of €109 thousand from "Other non-current liabilities" in short-term and long-term "Loans" respectively. Also, on 31.12.2021 the Company has reclassified interest payable to third parties and subsidiaries as well as loans from subsidiaries amounting to €7.547 thousand from "Trade and other payables" as well as loans and interest payable to a subsidiary amounting to €37.381 thousand from " Other non-current liabilities" in short-term and long-term "Loans" respectively. In addition to what is mentioned note included in the ''Income Statement'' regarding the reclassification made for accrued interest, additional reclassification was made in the ''Statement of financial position'' for purposes of better presentation without significant impact in the Equity, revenue and the results after tax for the comparative period both in Group and Company level. Additionally, in the Statement of Cash flow ''Interest paid and related expenses'' and ''Interest paid related to lease liabilities'' a reclassification has been made between Operating and Investing activities for purposes of better presentation according to IAS 7.
31. Events after the financial date
There are no other events after the balance sheet date considered to be material to the financial position of the Company apart from the following:
- In July 2022, amid adverse market conditions (intense inflation and rising interest rates, geopolitics and energy crisis), the Company completed through Public Offering, the issuance of the first, Green bond Loan (CBL) amounting €230 million (duration of 7 years with interest rate of 4,70% per annum), with participation of over 14.000 thousand Greek investors resulting in an oversubscription of the Public Offering by 3.12 times. The allocation of the proceeds from the CBL will finance Green Investments in Green energy and Smart Cities as set out in the Green Bond Framework. On 13.07.2022, commencement the trading of the 230,000 bonds on the fixed income segment of the regulated market of the Athens Exchange (The ticker symbol of the Bond is "ΛΑΜΔΑΟ2" in Greek and "LAMDAB2) (note 13).
- In July 2022, the Company announces that the contractual conditions have been fulfilled for the purchase of a minority stake (31.7%) in its subsidiary LAMDA MALLS S.A., held by Wert Blue S.a.r.l, 100% subsidiary of Värde Partners, for a cash consideration of €109 million. In fulfillment of the relevant contractual terms, the acquisition of the said minority stake (31.7%) will be carried out by LOV S.M.S.A, 100% subsidiary of the Company and owner of the shopping mall The Mall Athens. Therefore, the Company takes full control of the subsidiary LAMDA MALLS S.A., which in turn holds all the shares of LAMDA DOMI S.M.S.A. and PYLAIA S.M.S.A., owners of the shopping malls Golden Hall and Mediterranean Cosmos respectively (note 8).
- In July 2022, the 100% subsidiary L.O.V. S.M.S.A. (owner of The Mall Athens Shopping Mall) signed the new Common Bond Programme with Eurobank and Bank of Piraeus, amounting €365 million. On August 2022 amount of €361 million was utilized from all (3) distinct series which were used for the repayment of the existing bond loan with NBG amounting €209,5 million (including accrued interest), as well as (a) for the acquisition of 31,7% of LAMDA MALLS S.A. (b) and the full acquisition of McArthurGlen Hellas S.A., as described in note 8.
- In August 2022, the Company announces that its 100% subsidiary, LOV S.M.S.A., acquired on 05.08.2022, 100% of the company McArthurGlen Hellas Single Member LLC, owner of the McArthurGlen Designer Outlet Athens in Spata, in the Attica prefecture, from the company MGE Hellenic Investments S.à r.l.. The Gross
Asset Value of McArthurGlen Designer Outlet Athens amounts to €109m, as per the independent valuation by CBRE Axies as of 31.12.2021. The transaction consideration amounts to €40m, including the repayment of existing loans granted by the company's previous partners. McArthurGlen Designer Outlet Athens is the premier designer outlet in Greece with a gross leasable area (GLA) of 21,200 sqm and more than 100 retail units, café and restaurants. The occupancy as of 30.06.2022 was c.95% while total footfall, under full and uninterrupted operation (in 2019, before the pandemic), was approximately 4.2m visitors per annum. The said transaction forms part of the Company's existing strategy to further develop the activities as well as the portfolio of the Shopping Malls (note 8).
- In September 2022, the Company announces the signing of the Land Agreement between HELLINIKON S.M.S.A. (100% subsidiary of the Company) and the company IRC HELLINIKON S.A., for the concession of a land in The Ellinikon to IRC HELLINIKON, on which the latter has undertaken to develop the integrated tourist resort-casino ["Integrated Resort Casino" (IRC)]. The duration of the Land Agreement is 30 years. The said development will consist of a five (5) star hotel, a conference and exhibition centre as well as an arena for sports and/or cultural events and a casino. The development of the IRC will occur in accordance with the provisions of the Concession Agreement between the Greek State and IRC HELLINIKON, ratified by law by the Hellenic Parliament (L. 4949/2022 – FEK Α' 126/30.06.2022), and is estimated to be completed within three (3) years from the commencement of the relevant works.
- In August 2022, the Company announces that the building permit for the Riviera Tower has been issued, thus marking the commencement of construction work on the emblematic Tower at the Coastal Front of the Ellinikon. The building permit for the tallest building in Greece (200m) was a particularly complex process, as a large number of special approvals was required (such as from the Civil Aviation Authority, the Central Council of Architecture, the Hellenic Fire Service Headquarters etc.) and needed more than 1,900 designs. The Ministry of Environment and Energy and the General Secretariat of Spatial Planning and Urban Environment, the Ministry of Development, the Ellinikon Office, the Directorate of Architecture, Building Regulations and Licensing (DAOKA), the Central Council of Architecture (KESA), the Technical Chamber of Greece, the Ministry of Climate Crisis and Civil Protection with the Hellenic Fire Brigade Headquarters, the Ministry of Infrastructure and Transport and the General Secretariat of Infrastructure, the Civil Aviation Authority and the Hellenic Electricity Distribution Network Operator (DEDDIE) participated in this process.
Maroussi, 29 September 2022
Chairman of the BoD Chief Executive Officer Chief Financial Officer
Anastasios K. Giannitsis
______________________
Odissefs E. Athanasiou
______________________
Charalampos Ch. Gkoritsas
_____________________
ID H865601
ID AB510661
ID AE109453
V.ANNEX – Use of proceeds
Use of proceeds from the Share Capital Increase (SCI) for the period from 17.12.2019 to 30.06.2022
Pursuant to the provisions of paragraph 4.1.2 , the part A' of the decision No25/17.07.2008 of the Athens Stock Exchange BoD and the decision No8/754/14.04.2016 of the Capital Market Commission BoD, it is disclosed that from the share capital increase of the Company by payment in cash and with preemptive rights to the existing shareholders of the Company, acquiring new shares at a ratio of 1,216918965991410 new shares for every one (1) existing share, based on the decision of the Extraordinary General Meeting of shareholders of the Company that took place at 10.10.2019 as was further specified by the resolution of the Company's Board of Directors adopted on 21.11.2019, fund up to €650.000.098,00 were raised, minus the issuance expenses of €10.000.000. From the share capital increase, 97.014.940 new common registered shares of subscription price €6,70 each and nominal value €0,30 each, which following the approval of the Listings and Market Operation Committee – Athex Stock Exchange at 19.12.2019, were listed for trading on the Main Market of the Athens Stock Exchange on 23.12.2019. The Board of Directors held a meeting on 17.12.2019 and certified the payment of the total amount of the share capital increase. Until 30.06.2021 the raised capital, was allocated according to the use as described in the Prospectus which was approved by the BoD of the Capital Market Committee at 25.11.2019, as was amended by the resolution of the Company's Board of Directors adopted on 28.05.2020 in conjunction with the decision of the Annual General Meeting of shareholders of the Company that took place at 24.06.2020, as following:
| (all amounts in € thousands) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Allocation of the Capital Proceeds based on the objective of the Informative Bulletin (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital") |
ALLOCATION OF RAISED CAPITAL AS PROVIDED FOR IN THE INFORMATIVE BULLETIN |
ALLOCATION OF RAISED CAPITAL AS PROVIDED FOR IN THE INFORMATIVE BULLETIN as was amended by the resolution of the Company's Board of Directors adopted on 28.05.2020 (announcement 29.05.2020) in conjunction with the decision of the Annual General Meeting of shareholders of the Company that took place at 24.06.2020 (announcement 26.06.2020) |
ALLOCATED CAPITAL USE FROM 17.12.2019 UNTIL 31.12.2019 |
ALLOCATED CAPITAL USE FROM 01.01.2020 UNTIL 31.12.2020 |
ALLOCATED CAPITAL USE FROM 01.01.2021 UNTIL 31.12.2021 |
ALLOCATED CAPITAL USE FROM 01.01.2022 UNTIL 30.06.2022 |
TOTAL ALLOCATED CAPITAL USE UNTIL 30.06.2022 |
UNALLOCATED CAPITAL AT 30.06.2022 |
Note |
| Α. Participation in share capital increase of HELLINIKON GLOBAL I S.A. in order to be used by it to pay as Purchaser of the first two installments of the price as described in the Share Purchase Agreement under the terms and conditions of the Contract and the above Amending Contract, ie an amount of €300m will be used to pay the first installment on the Date of Transfer and amount of €167m will be used to pay the second installment on the second anniversary of the Transfer Date, provided that by then construction permits have been issued for all buildings - landmarks. |
467.000 | 467.000 | - | - | 300.000 | - | 300.000 | 167.000 | 1 |
| Β. Development of two malls in the Property through participation in share capital increase of a company which will be established for this purpose, within 3 years from the completion of the Increase. |
133.000 | 120.607 | - | - | - | 120.607 | 120.607 | - | 2 |
| C. Acquisition of participation in the company LAMDA MARINAS INVESTMENTS S.M.S.A (which was previously named LAMDA DOGUS INVESTMENTS S.A.) aiming to increase the participation held and the control of the company LAMDA Flisvos Marina S.A. |
- | 12.393 | - | 12.393 | - | - | 12.393 | - | 3 |
| D. Coverage of working capital needs, within 3 years from the completion of the Share Capital Increase, as well as for the coverage of the bond loan issued by a subsidiary in order to cover the undertaken obligations of the latter. |
40.000 | 40.000 | 3.070 | 36.930 | - | - | 40.000 | - | 4 |
| Issuance expenses | 10.000 | 10.000 | - | 9.280 | - | - | 9.280 | 720 | 5 |
| Total | 650.000 | 650.000 | 3.070 | 58.603 | 300.000 | 120.607 | 482.280 | 167.720 |
Notes:
-
- For the period between 01.01.2021 and 31.12.2021, and specifically on 25.06.2021 the contract for the transfer of shares was signed for the acquisition of 100% of the share capital of HELLINIKON S.M.S.A. by HELLINIKON GLOBAL I S.A., a 100% subsidiary of LAMDA DEVELOPMENT S.A., in accordance with the provisions of the Share Purchase Agreement dated 14.11.2014. In the context of the above, the Company proceed with a share capital increase of HELLINIKON GLOBAL I SA, in order to be used for the first instalment of the Share Acquisition Price amounting to €300 million, under the terms of the contract above and the subsequent amending contract, at the Transfer Date of shares. Regarding the payment of the second installment, it is clarified that the second anniversary from the Transfer Date is contractually 25.06.2023, given that the contract for the transfer of HELLINIKON S.M.S.A. signed on 25.06.2021.
-
- For the period from 01.01.2022 to 30.06.2022, an amount of €120.607 thousand was paid by the Company through participation in a share capital increase in the subsidiary LAMDA ELLINIKON MALLS HOLDING S.M.S.A. which was established for developing two shopping areas within the Property. In particular, LAMDA ELLINIKON MALLS HOLDING S.M.S.A. paid the amount of €120.607 thousand for the establishment of Group companies for the development of Vouliagmenis Mall (LAMDA VOULIAGMENIS S.M.S.A.) and Riviera Galleria (LAMDA RIVIERA S.M.S.A.) within 2022.
-
- For the period from 01.01.2020 up to 31.12.2020, the Company paid the amount of €12.393 thousand for the acquisition of participation in the company LAMDA MARINAS INVESTMENTS S.M.S.A (which was previously named LAMDA DOGUS INVESTMENTS S.A.) aiming to increase the participation held and the control of the company LAMDA Flisvos Marina S.A.
-
- Out of the amount of €40.000 thousand which will be used within 3 years from the completion of the share capital increase for the coverage of working capital needs, the amounts that have been allocated are:
- a) For the period from 17.12.2019 up to 31.12.2019, the amount of €3.070 thousand
- b) For the period from 01.01.2020 up to 31.12.2020, the amount of €36.930 thousand
-
- The distribution of the unallocated amount from the issuance expenses will be decided at a later stage from the competent bodies of the Company.
-
- The remaining unutilized proceeds of the amount of €167.720 thousand as of 30.06.2022, were placed in current bank accounts, as part of securing the bond loan signed on 24.06.2021 by Lamda Development S.A. with the banks "Eurobank S.A." and "Piraeus Bank S.A." for the Ellinikon development project, according to the provisions of the Prospectus.
Use of proceeds from the Issue of a Common Bond Loan (CBL) for the period from 21.07.2020 to 30.06.2022
At the meeting of the Capital Markets Commission as of 07.07.2020, the Prospectus of 07.07.2020 the Company for the public offer with cash payment and the approval of admission for trading by Athens Exchange up to 320.000 dematerialized, common, bearer bond of a total amount Euro 320.000.000 was approved. Following the completion of the option exercise period, the aforementioned issuance of the common bond loan (hereinafter referred to as "CBL") was fully covered.
The distribution price of the Bonds was defined at Euro 1.000 each, i.e. 100% of its nominal value. The characteristics of this loan are the following: (a) The bond yield is 3.40% and is fixed over the term of the loan, (b) Interest is calculated on six‐month basis, (c) The term of the loan is seven (7) years and its repayment will be realized at the end of the period of seven (7) years. Upon the completion of the Public Offer on 17.07.2020, and according to the aggregated allocation reporting generated using the Athens Stock Exchange Electronic Book Building (EBB), a total of 320.000 dematerialized, common, bearer bonds of the Company were issued with nominal value Euro 1,000 each and raised funds of Euro 320.000.000.
The allocation of issued bonds is as follows: 223.000 Bonds (69,7%) of all issued Bonds were allocated to Private Investors and 97.000 Bonds (30,3%) of all issued Bonds were allocated to Special Investors.
On 21.07.2020, the Company's Board of Directors conducted the certification of payment of the capital raised. Following, three hundred twenty thousand (320.000 thousand) dematerialized, common, bearer bonds issued were listed for trading on the Fixed Income Securities of the Organized Market of the Athens Exchange with the approval of the Athens Exchange Board of Directors as of 22.07.2020.
In view of the above, it is hereby disclosed that an amount of Euro 312,76 thousand, i.e. an amount of Euro 320.000 thousand in cash raised from the CBL coverage preference and subscription rights holders, less the amount of Euro 7.240 thousand related to issuance expenses, as also incorporated without deviation into the section 4.1.3 "CBL Issuance Expenses" of the Company's Prospectus of 07.07.2020, available as till 30.06.2022 as follows:
| Table of allocation of the Capital Proceeds from the issuance of the Common Bond Loan of € 320,000,000 | |||||||
|---|---|---|---|---|---|---|---|
| (amounts in thousand Euro ) | |||||||
| Allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital") |
Allocation of the Capital Proceeds based on the objective of the Prospectus |
Capital proceeds for the period from 21.07.2020 to 31.12.2020 |
Capital proceeds for the period from 01.01.2021 to 31.12.2021 |
Capital proceeds for the period from 01.01.2022 to 30.06.2022 |
Total capital proceeds till 30.06.2022 |
Non allocated balance as a t 30.06.2022 |
Note |
| i) Amount of €81m for the fully repayment of the syndicated bond loan of the Issuer outstanding balance amounting to €89.1m on 31.12.2019. |
81.000 | 81.000 | - | - | 81.000 | - | 1 |
| ii) Amount of €163m will be available to the subsidiaries of the Issuer within two years, for the implementation of the Hellinikon Project, as follows: |
|||||||
| a) amount of €100 million will be initially allocated to HELLINIKON SA through an intra-group loan with duration up to 2 years. After its repayment, this amount will remain available for the partial coverage of a bank letter of guarantee of €150 million (see the section Basic Business Terms of section 3.10.3 "Loan agreements with credit institutions" of the Prospectus), which expires after the completion of the first phase of construction of the Project, estimated at 5 years. This bank letter of guarantee ensures the fulfillment of the Issuer's obligations for any Project cost overruns, as well as for the coverage of any revenue reduction coming from sales and/or exploitation of assets, which aim to finance the Project budget. Upon expiration of the above guarantee letter, the Issuer will allocate €100 million to the finance the next installments of the Consideration and for investments in the next phases of the Project, ie after five years from the Transfer Date (see the section 3.4.2.1 "Investments for the development of the Property" of the Prospectus) and/or for coverage of the Issuer's working capital in the specific period of time. It is noted that, in case of the collapse of the bank letter of guarantee, the amount of €100m will be used for the repayment of the equivalent claim of the guarantee letter of the issuing bank. |
100.000 | - | 80.000 | - | 80.000 | 20.000 | 2 |
| b) amount of €63m will be allocated to Project Implementation Companies within 2 years after the Transfer Date, through direct or indirect participation in share capital increase of these companies. This amount aims to finance the development of a shopping center within the urban area in Vouliagmeni Avenue with estimated gross leasable area of approx. 72,000 sq.m., and the development of a shopping center with estimated building area of approx. 30,000 sq.m. in the land area of the Agios Kosmas marina. |
63.000 | - | - | 63.000 | 63.000 | - | 3 |
| iii) amount of €43.8m will be allocated to cover the working capital needs, interest and financial expenses of the Issuer within 3 years from the Date of Issuance of the CBL. |
43.760 | 18.514 | 25.246 | - | 43.760 | - | 4 |
| iv) amount of €25m will be used for new investments of the Issuer in Greece in the sectors of development and exploitation of real estate such as shopping malls, office buildings and marinas, within 3 years from the Date of Issuance of CBL, through acquisition of shares and/or through participation in share capital increase of other companies operating in the above sectors. |
25.000 | - | - | 1.467 | 1.467 | 23.533 | 5 |
| Common Bond Loan issue expenses | 7.240 | 7.240 | - | - | 7.240 | - | 6 |
| Total | 320.000 | 106.754 | 105.246 | 64.467 | 276.467 | 43.533 |
Notes:
-
- The amount of €81 million was allocated on 24.07.2020 for the repayment of the syndicated bond loan of the Issuer outstanding balance amounting to €89.1 million on 31.12.2019.
-
- An amount of €80,0 million was initially paid to the company HELLINIKON S.M.S.A. through an intragroup loan with a duration of up to 2 years from its issuance (i.e. the 2 nd Half of 2023), and after its repayment it will remain available for the partial coverage of a bank letter of guarantee amounting to €150 million, which expires after completion of the construction of the first phase of the property development project in ELLINIKON which is estimated to take 5 years, to ensure the fulfillment of the Company's obligations for any cost overruns of the above project, as well as to cover any reduced income from sales and/or exploitation of assets intended to finance the project budget. After the expiration of the aforementioned bank guarantee letter, the Company will allocate €100 million (which will ultimately be allocated in full) for the financing needs of the next installments of the consideration for the transfer of the sold shares of HELLINIKON S.M.S.A., and for making investments in the next phases of the project, i.e. after five years from the Transfer Date and/or to cover the Company's working capital during the specific time period. It is noted that in case of forfeiture of the said bank guarantee letter, the amount of €100 million will be subject to the repayment of an equal claim of the issuing bank of the guarantee letter. It is clarified that the amount of €80 million was used to cover preliminary works of the Project (e.g. costs for architectural plans, consultant studies, demolitions, infrastructure works), the construction of The Ellinikon Experience Park and The Ellinikon Experience Centre.
-
- For the period from 01.01.2022 to 30.09.2022, an amount of €63.0 million was paid by the Company through participation in a share capital increase in the subsidiary LAMDA ELLINIKON MALLS HOLDING S.M.S.A. which was established for the purpose of developing a shopping mall within the urban center on Vouliagmeni Avenue with an estimated gross leasable area of approximately 72,000 sq.m., as well as the development of a complex of buildings with shops for trade, leisure and services (Riviera
Galleria) with an estimated gross floor area of approximately 30,000 sq.m. in the land area of the marina of Agios Kosmas.
-
- The amount of € 43.760 thousand that according to the method of disposal was to be allocated within 3 years from the Date of Issuance of the CBL to cover the working capital needs, interest and financial expenses of the Issuer, has been allocated in full as follows:
- (a) For the period from 21.07.2020 to 31.12.2020, the amount of € 18.514 thousand.
- (b) For the period from 01.01.2021 to 31.12.2021 the amount of € 25.246 thousand.
-
- The amount of €1.467 thousand was paid on 24.06.2022 by the Company through the purchase of a percentage of the share capital of the company " LIMAR MACEDONIA REAL ESTATE COMPANY S.M.S.A." which operates in the field of real estate development and exploitation.
-
- The funds that remained unallocated on 30.06.2022 amounting to €43.533 thousand were deposited in current bank accounts, as part of securing the bond loan signed on 24.06.2021 by Lamda Development S.A. with the banks " Eurobank S.A." and "Piraeus Bank S.A." for the Ellinikon development project, according to the provisions of the Prospectus.