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Half-year Report

28 Sep 2018 07:00

RNS Number : 2522C
Dolphin Capital Investors Limited
28 September 2018
 

28 September 2018 

 

DOLPHIN CAPITAL INVESTORS LIMITED

("DCI" or "Dolphin" or the "Company"

and together with its subsidiaries the "Group")

 

 

Half Year Results for the six months ended 30 June 2018 and

Trading Update

 

 

Financial Highlights:

·

Gross Assets of €391 million (31 December 2017: €395 million).

·

Total Group Net Asset Value ("NAV") of €220 million and €190 million before and after Deferred Tax Liabilities ("DTL") respectively. This represents a decrease of €3 million and €4 million (1.48% and 2.09%) respectively, against the 2017 year end figures.

·

NAV reduction principally due to normal operational and financial expenses, offset by the increase in the carrying value of Amanzoe to reflect disposal consideration. No portfolio valuation was undertaken as at 30 June 2018; the next full portfolio valuation will be conducted as at 31 December 2018.

·

Sterling NAV per share as at 30 June 2018 stood at 22p before DTL and 19p after DTL, remaining stable compared to the respective figures as at 31 December 2017.

·

Total debt of €99 million with a Group total debt to gross asset ratio of25% as at 30 June 2018. The pro-forma Group total debt following the Amanzoe disposal which completed on 27 September amounts to €24 million, resulting in a pro forma gearing ratio for the Group of 9%. DCI itself does not have any further recourse loans or guarantees and the remaining Group debt is at project level on a non-recourse basis.

·

Cash at 30 June 2018 of €12.7m (31 December 2017: €2.4m).

 

Portfolio:

·

On 18 January 2018, Dolphin entered into an agreement for the disposal of its 77.8% interest in the Sitia Bay Resort project for a total cash consideration of €14 million. The full consideration was received by the Company and the disposal was completed on 3 April 2018.

·

On 5 February 2018, Dolphin sold its 100% interest in Triopetra for a total consideration of €4.1 million.

·

On 1 August 2018, subsequent to the period end, the Company entered into an agreement for the disposal of its 100% interest in Amanzoe and the conditional sale of 20 Kilada Hills Golf plots to Grivalia Hospitality S.A. The disposal of Amanzoe completed on 27 September, and the full €5.8 million cash consideration for Amanzoe was paid to Dolphin, whilst the acquirers also assumed all existing liabilities of Amanzoe which amounted to €117 million as at 30 June 2018. The €10 million cash consideration for the purchase of the 20 Kilada Hills plots will be paid in instalments, at the time when the senior construction loan for the development of the first phase of the project is secured and in line with its draw-down. The Company is in advanced discussions with a local bank in relation to this financing.

 

 

 

 

Operations:

·

Amanzoe's performance improved by increasing occupancy to c.63% for the period up to June 2018 versus 59% for the same period in 2017, generating an Average Daily Rate ("ADR") of €1,209 and a Revenue per Available Room ("RevPAR") of €760 over the same period (2017: €1,173 and €687 respectively). Amanzoe continued its strong performance during July and August.

·

The new construction permits for the One&Only Kéa Island project were issued on 7 July 2018 and the construction is expected to start during Q4 of this year. In parallel, the finalization of a €30 million senior construction loan (as well as a VAT and subsidy bridge facilities) is underway with a local bank and is expected to complete the financing requirements for the construction of the project.

·

The planning permitting process of Kilada Hills Golf Resort was completed during August 2018. Kilada is the first private project in Greece to ever receive an approval under the Strategic Project Legislation which, subject to securing the respective senior development loan, paves the way for the commencement of infrastructure and golf course works and allows for the submission for approval of construction permits for the residential units.

·

Aristo sold 58 homes during the six months to June 2018, representing total sales of €27.6 million and an increase of 3.8% compared to the same period in 2017. Aristo has maintained a quality land bank, commensurate with its leading industry position in Cyprus, and expects its overall 2018 performance to be ahead of 2017.

·

Sales agreements were signed for two Seafront Villas in Kilada Hills for an aggregate consideration of €2.6 million and for one residence at La Vanta, Turkey.

 

Commenting, Andrew Coppel, Chairman of Dolphin's Board of Directors said:

"We remain focussed on achieving our objective of disposing of all of the Company's assets and made significant progress during this period. We have also taken steps to increase the value of the project portfolio without recourse to additional equity investment. We believe that the commencement of both the One&Only development at Kea, and the first phase of the Kilada Hills development, the Company's most valuable asset in terms of net asset value as at 30 June 2018, will unlock significant value for our shareholders."

 

Miltos Kambourides, Founder of Dolphin and Managing Partner of Dolphin Capital Partners said:

"The Company has made good progress in disposing of a number of portfolio assets during 2018 and completing the permitting process of Kea One&Only and Kilada Hills. The upcoming commencement of construction works of these two projects, combined with economic recovery and tourism growth in Greece and Cyprus, is expected to create a better basis for further asset sales."

 

For further information, please contact:

 

Dolphin Capital Investors

Andrew M Coppel, CBE

 

+44 (0) 7785 577023

 

Dolphin Capital Partners

Miltos E Kambourides

 

 

miltos@dolphincp.com

 

Panmure Gordon (Broker)

Richard Gray/Andrew Potts

 

 

+44 (0) 20 7886 2500

 

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett

 

+44 (0) 20 7383 5100

 

Instinctif (PR Communications Adviser)

Mark Garraway

 

 

+44 (0) 20 7457 2007

 

 

A. Chairman's Statement

 

I am pleased to report Dolphin's interim financial results for the six months ended 30 June 2018 and to provide a trading update.

 

Loss after tax for the period ended 30 June 2018 attributable to owners of the Company amounted to €14 million compared to €3 million for the period ended 30 June 2017. Taking into account the Amanzoe revaluation to the agreed disposal price, the effect on the Company's NAV was a reduction of €3 million before DTL.

 

During the first half year and in the subsequent three months, the Board and the Investment Manager have continued their efforts to achieve the orderly and controlled disposal of the Group's assets. In the period to 30 June 2018, the Company completed the disposal of its interests in Sitia Bay and Triopetra. Subsequent to 30 June, the Company has achieved the sale of Amanzoe. During the six months to end of June 2018 the Company has received an aggregate €18.5 million of gross cash consideration, which increased its cash reserves as at 30 June to €12.7 million, while in parallel reducing the Group debt by €74 million. Further details on the revenue and the operating expenses of the Company during the period are provided in section F below.

 

Our attention now is focussed on satisfying the conditions precedent for the completion of the Joint Venture agreement to enable the commencement of the development of the One&Only at Kea, on securing the development loan that will enable the Company to develop the first phase of Kilada Hills and on monetizing our remaining asset portfolio.

 

The completion of Greece's third financial assistance programme in August 2018, which marks the termination of the country's 8-year reliance on EU financial stability funds and its return to a stronger economic footing, together with the record tourist arrivals recorded during 2018 in both Greece and Cyprus, are expected to further enhance the appeal of local hospitality assets to international investors and facilitate the Company's divestment efforts.

 

The Company is also taking steps to realize its significant shareholding position in Aristo and is encouraged by its sustained operating performance during the period. Revenue for the 2018 financial year is expected to be ahead of the previous year.

 

Sue Farr and Rob Heller stepped down from the Board in January 2018. Their contribution was much appreciated and we wish them much success in their other ventures.

 

The Board and the Investment Manager will continue their efforts to facilitate shareholders' returns through the monetisation of assets.

 

Andrew M Coppel CBE

Chairman

Dolphin Capital Investors

28 September 2018

 

 

 

 

Investment Manager's Report

 

B.1. Business Overview

 

During the first nine months of 2018 we completed further asset disposals as well as progressed the development of key portfolio assets.

 

Our actions can be summarised as follows:

 

·

Executed a number of significant divestments, including the disposals of Amanzoe, Sitia Bay and Triopetra with an aggregate enterprise value of €147 million.

·

Progressed the entitlement status and development potential of Kilada Hills Golf Resort, including the forward conditional sale of the 20 land plots for a cash consideration of €10 million.

·

Continued to make progress tο complete the conditions precedent for Dolphin's joint venture at the One&Only Kéa Island development and start its construction with no incremental investment by Dolphin. Construction is expected to commence in Q4 2018.

·

We are progressing discussions to monetise the Group's portfolio assets or to enter into joint ventures which can facilitate their sale.

 

 

B.2. Portfolio Review

 

·

Amanzoe, Greece

On 1 August 2018, the Company entered into an agreement for the disposal of its 100% interest in Amanzoe and the sale of 20 Kilada Hills Golf plots to Grivalia Hospitality S.A., which is managed by Grivalia Properties, a real estate investment company listed on the Athens stock exchange.

The disposal completed on 27 September and the cash consideration of €5.8 million for Amanzoe was paid to Dolphin while the acquirers also assumed all existing liabilities of Amanzoe, which amounted to €117 million as at 30 June 2018. The disposal consideration represents a premium of 8% to DCI's gross asset carrying value as at 31 December 2017 and will result in a surplus over carrying value on sale of €9 million.

‐ 

The asset management of Amanzoe will be continued by Dolphin Capital Partners Ltd, the Company's Investment Manager, which also acquired a 15% equity stake in Amanzoe from Grivalia on pari passu terms after the completion of the disposal.

‐ 

Amanzoe initiated operations for the 2018 season on 29 March 2018, as scheduled. Hotel performance for the period to end August 2018 was well ahead of the same period in 2017, with occupancy reaching 77% versus 72% in 2017, an ADR of €1,497 and a RevPAR €1,148 versus €1,452 and €1,050 for the same period in 2017.

‐ 

Amanzoe continued to receive extensive coverage in the international press during the first 9 months of 2018. Detailed articles appeared in such exclusive titles as Porter, Billionaire, Vogue (UK), The Sunday Times Travel, Tatler and The Times, whereas FT How To Spend It and The Telegraph Luxury featured extensive coverage on purchasing Villas at Amanzoe. In addition, strong promotion was seen across social media through collaborations pursued with numerous influencers and brand collaborations.

   

 

 

·

Kilada Hills Golf Resort Greece

The planning permitting process of the project was completed on 22 August 2018 when the Joint Ministerial Decision granting approval for the Environmental Conditions and Urban Study for the project was published in the Greek Government Gazette. Kilada Hills Golf Resort thus became the first private real estate development project to receive permits under the ambit of the Strategic Project Legislation. The next permitting phase of the project involves the completion and submission of the infrastructure drawings for approval which is expected in Q4 2018, further to which ground breaking infrastructure works may commence.

 

The first phase of the project will include a championship 18-hole Jack Nicklaus Signature Golf Course (the plans for which are already in place), a Club House, a Beach Club and the infrastructure for the first cluster of residential Golf plots which are being made available for sale.

 

As part of the Amanzoe disposal, Grivalia have agreed to purchase 20 Golf plots in Kilada Hills for a €10 million cash consideration, conditional on the Company securing a senior development loan for the project, the issuance of final building permits and the tendering of a construction contract for the project's first phase development. The Company is in advanced discussions with a major local bank in relation to the financing of the first phase of Kilada Hills project.

 

    

 

·

Sitia Bay, Greece

On 18 January 2018, Dolphin entered into an agreement for the disposal of its 77.8% interest in the Sitia Bay Resort project to its minority partner in the project, Iktinos Hellas S.A., for a total consideration of €14 million which was equal to Sitia Bay's NAV after DITL as at 30 June 2017. The full consideration was received by the Company and the disposal was completed on 3 April 2018.

   

 

·

Triopetra, Greece

On 5 February 2018 Dolphin entered into an agreement for the disposal of its 100% interest in the Triopetra project to Deniage Ltd, a Cyprus entity affiliated with a large Saudi Arabian investment group for a total cash consideration of €4.1m, of which an amount of €4m was received at closing and the remaining €100,000 will be withheld until the first anniversary of the transaction to cover any potential latent project liabilities. The disposal consideration of €4.1m represents a significant premium compared to Triopetra's NAV after DITL included in DCI's financial statements as at 30 June 2017.

   

 

·

Kea Resort, Greece

The Company has continued to make progress tο satisfy the conditions precedent for the One&Only Kéa Island development, in order to start the construction of the project during Q4 of this year.

The project designs have been revised to reflect the requirements of One&Only and comprise 75 guest rooms. The revised designs were submitted to the local authorities for approval and the new construction permits were issued on 7 July 2018. Detailed construction drawings have been completed and a formal tender for the construction of the project was initiated on 28 September 2018.

The definitive documentation for a €30 million senior construction loan (as well as a VAT and subsidy bridge facility) is underway with a local bank which, on finalization, will complete the financing required for the construction of the One&Only Kéa Island in accordance with the existing development budget.

In parallel, the designs for the One&Only Villas have been prepared and the formal launch of Villa sales will occur following the implementation of our JV agreement with One&Only expected later this year.

   

 

·

Aristo (a 47.9% affiliate)

 

Operating Performance

-

Strong sales momentum continued in 2018, with 58 homes and plots sold during the first six months of 2018 and 75 homes and plots sold during the period through August 2018, representing total sales of €27.7 million during the first six months and €33.7 million for the period through August 2018 (a slight decrease of 9.8% on a year-on year basis).

 

 

 

Six months to 30 June 2018

Six months to 30 June 2017

Eight months to 31 August 2018

Eight months to 31 August 2017

RETAIL SALES

 

 

 

 

New sales booked

€27,669,748

€26,667,816

€33,735,248

€37,409,116

% change

3.8%

 

-9.8%

 

Units sold

58

50

75

74

% change

16.0%

 

1.4%

 

CLIENT ORIGIN

 

 

 

 

China & Other Asia

58.7%

80.8%

71.3%

80.6%

MENA

21.2%

6.8%

11.5%

7.9%

Russia

7.3%

8.5%

8.9%

7.0%

UK

2.8%

-

2.0%

-

Cyprus & Other EU

10.0%

3.9%

6.3%

4.5%

 

-

The Company is encouraged by the sustained improvement in Aristo operations and the continued strong sales during 2018, which comes on top of the significant reduction in Aristo's bank debt burden achieved during 2017. On the back of this operational momentum, we are actively considering divestment alternatives for the realization of our holding in Aristo, as well as extracting some value in the form of shareholder distributions from Aristo's operating profits.

 

·

Nikki Beach, Porto Heli (a 25% DCI affiliate)

The operations improved during 2018 compared to 2017. The occupancy for the first eight months of the 2018 operational period was 74% compared to 61% for the same period in 2017, with a net ADR of €217 and a RevPAR of €161 versus €241 and €148 respectively in 2017

2018 is the second year that the Nikki Beach Resort and Spa at Porto Heli is being managed by a local white label operator (a commercial cooperation agreement was signed in February 2017). As a result, the Company has no financial exposure to the day-to-day operational performance of the hotel and receives monthly revenue-linked payments without incurring any hotel operating costs.

   

  

 

·

Apollo Heights

The zoning and entitlement processes have not progressed due to delays attributed to the Local Government Authorities and the Sovereign (UK) Bases Administration. Together with the local communities representatives, we continue to lobby in order to have the relevant zones published before the end of 2018.

   

 

C. Market Dynamics

 

·

Greece

Greece has successfully exited its final three-year bailout program agreed in August 2015 to help it cope with the continued fallout from the debt crisis. In parallel, the country realized a 1.8% year-on-year GDP increase in the second quarter of 2018 and the Hellenic Statistical Authority also revised higher growth rates of 2.5% (from 2.3%) year-on-year for the first quarter of 2018.

Greece's tourism sector is largely responsible for the GDP increase and inbound tourism to Greece in 2018 continued its upward trend of the previous years.

   

 

·

Cyprus

Fitch has upgraded its rating on Cyprus' to 'BB+' from 'BB' because of the country's strong cyclical economic recovery and prudent fiscal policy. This rating is now just one step below investment grade and the outlook is positive, although the weakness in the banking sector is still a risk to public finances.

 

In addition, the GDP growth rate in real terms during the second quarter of 2018 is positive and estimated at +3.9% over the corresponding quarter of 2017.

 

For the period of January to June 2018, more than 1.6 million tourists visited the country, compared to 1.46 million for the same period last year, recording an increase of 12.4%. According to the country's Statistical Service, this number exceeds the total arrivals ever recorded in Cyprus during the first six months of the year.

   

 

·

Croatia

In the first half of 2018, 6.4 million tourists visited Croatia, generating 25.4 million overnight stays, up 10% and 12% respectively on the year, according to the Croatian National Tourist Board. Of the coastal regions, Istria registered the most overnight stays (7.4 million), followed by Split- Dalmatia (4.5 million) and Primorje-Gorski Kotae (4.3 million).

   

 

·

Turkey

According to the Turkish Statistics Institute, Turkey's economy slowed in the second quarter of 2018. The slowdown comes amid a Turkish currency crisis that saw the lira lose around 40% of its value since the beginning of the year.

In the second quarter of 2018, tourism income increased by 30.1% and for the first six months of the year foreign visitor numbers are up by 29%. However, the economic situation in Turkey remains challenging.

   

 

 

 

D. Group Assets

 

A summary of Dolphin's current investments is presented below. As at 30 June 2018, the net investment amount stood at € 473 million.

 

 

PROJECT

Land site(hectares)

DCI'sstake

Investment cost*(€m)

Debt(€m) **

Real estate value(€m)

Loan to real estateasset value (%)

1

Kilada Hills Golf Resort

235

100%

95

-

 

 

2

Kea Resort

65

67%

10

-

 

 

3

Scorpio Bay Resort

172

100%

15

-

 

 

4

The Nikki Beach Resort

1

25%

7

-

 

 

5

Lavender Bay Resort

310

100%

27

-

 

 

6

Plaka Bay Resort

442

100%

13

-

 

 

6

Apollo Heights Resort

461

100%

24

16.7

 

 

7

Livka Bay Resort

63

100%

30

7.7

 

 

8

La Vanta

8

100%

18

-

 

 

 

Sold post 30 June 2018

 

 

 

 

 

 

1

Amanzoe

93

100%

41

74

 

 

 

TOTAL

1,850

 

278

98.4

328

30%

 

Aristo Cyprus

1,448

47.9%

193

-

43

 

 

Itacaré Investment

n/a

13%

2

-

1

 

 

GRAND TOTAL

3,298

 

473

98

372

26%

 

 

 

 

 

 

 

 

*Residual investment cost, including amounts paid in shares.

**Further details on debt maturities are set out under note 22 of the financial statements.

 

A breakdown of Dolphin's portfolio, as at 30 June 2018, for certain key metrics is provided below:

 

 

COUNTRY

Land size (hectares)

Investment Cost *(€ million)

Debt(€ million)

Real Estate Value(€ million)

% Loan to real estate asset value

Net Asset Value

1

Greece

1,318

207

74

264

28%

61%

2

Cyprus**

1,909

217

17

70

24%

26%

3

Other

71

49

8

38

21%

13%

 

Grand Total

3,298

473

98

372

26%

100%

 

*Residual investment cost, including amounts paid in shares.

**DCI's portfolio in Cyprus includes its equity investment in Aristo Developers Ltd, which owns assets in Cyprus that are subject to Aristo's debt and other obligations.

 

E. Future Objectives

 

The Company's main objectives for the remainder of 2018 are to:

 

1.

Execute further asset disposals;

2.

Complete the conditions precedent for the One&Only Kéa Island development and start construction;

3.

Secure third party funding for the Kilada Hills project so that the development can commence; and,

4.

Where appropriate, advance the zoning, permitting, design and branding of certain assets to improve their sales potential and value.

 

Miltos Kambourides

Managing Partner

Dolphin Capital Partners

28 September 2018

Pierre Charalambides

Founding Partner

Dolphin Capital Partners

28 September 2018

 

 

F. Financial Position for the first half of 2018

 

Financial Results

Loss after tax for the period ended 30 June 2018 attributable to owners of the Company amounted to €14 million compared to €3 million for the period ended 30 June 2017. Loss per share was €0.015 compared to €0.003 in the same period last year.

 

Condensed consolidated interim statement of profit or loss and other comprehensive income

For the six-month period ended 30 June 2018

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

(Restated)

 

€'000

€'000

Continuing operations

 

 

Revenue

1,551

721

Cost of sales

(1,572)

(665)

Gross (loss)/ profit

(21)

56

Disposal of investments

(1,182)

4

Change in valuations

1,277

-

Investment Manager remuneration

(4,006)

(4,606)

Directors' remuneration

(318)

(422)

Depreciation charge

(15)

(4)

Professional fees

(2,317)

(2,311)

Administrative and other expenses

(817)

(807)

Total operating and other expenses

(7,378)

(8,146)

Results from operating activities

(7,399)

(8,090)

Finance income

19

3,968

Finance costs

(4,870)

(2,985)

Net finance (costs)/income

(4,851)

983

Loss before taxation

(12,250)

(7,107)

Taxation

(674)

(1,090)

Loss from continuing operations

(12,924)

(8,197)

Discontinued Operations

 

 

(Loss)/profit from discontinued operation, net of tax

(1,213)

10,389

(Loss)/profit

(14,137)

2,192

Other comprehensive income

 

 

Items that will not be reclassified to profit or loss

 

 

Revaluation of property, plant and equipment

11,943

-

Related tax

(3,463)

-

 

8,480

-

Items that are or may be reclassified subsequently to profit or loss

 

 

Foreign currency translation differences

1,194

(13,193)

 

1,194

(13,193)

Other comprehensive income, net of tax

9,674

(13,193)

Total comprehensive income

(4,463)

(11,001)

(Loss)/profit attributable to:

 

 

Owners of the Company

(13,729)

(2,682)

Non-controlling interests

(408)

4,874

 

 

(14,137)

2,192

 

Total comprehensive income attributable to:

 

 

 

Owners of the Company

(4,055)

(15,290)

 

Non-controlling interests

(408)

4,289

 

 

(4,463)

(11,001)

 

Basic and diluted loss per share (€)

(0.015)

(0.003)

 

Basic and diluted loss per share - Continuing operations (€)

(0.014)

(0.009)

 

Basic and diluted (loss)/earnings per share - Discontinued operation (€)

(0.001)

0.006

    

Further analysis of individual revenue and expense items is provided below.

 

Revenue

Revenue from continuing operations of €1.6 million (H1 2017: €0.7 million), was derived from the following sources:

 

H1 2018

(€ million)

H1 2017

(€ million)

Sale of trading & investment properties

1.5

0.0

Other income

0.1

0.7

TOTAL

1.6

0.7

 

The increase in the sale of trading and investment properties relates to the fact that one 1-bedroom Villa was delivered in 2018 in the Amanzoe project, whereas in 2017 no new Villa sale was recognized in the financial statements.

 

Cost of sales

Cost of sales from continuing operations comprises the following basic categories:

 

H1 2018

(€ million)

H1 2017

(€ million)

Cost of sales related to:

 

 

 Sales of trading and investment properties

1.1

0.0

Personnel expenses

0.4

0.3

Branding fees

0.0

0.3

Other operating expenses

0.1

0.1

TOTAL

1.6

0.7

 

The charge of cost of sales from continuing operations for the period amounted to €1.6 million (H1 2017: €0.7 million). The increase is mainly attributable to the cost of one Villa sold.

 

Professional Fees

The charge for the period from continuing operations was €2.3 million (H1 2017: €2.3 million) and comprises the following:

 

H1 2018

(€ million)

H1 2017

(€ million)

Legal fees

0.4

0.5

Auditors' remuneration

0.2

0.2

Accounting expenses

0.1

0.1

Project design and development fees

1.3

1.1

Consultancy fees

0.1

0.2

Other professional fees

0.2

0.2

TOTAL

2.3

2.3 

 

Administrative and other expenses

The administrative and other expenses from continuing operations amounted to €0.8 million (H1 2017: €0.8 million) and are analysed as follows:

 

H1 2018

(€ million)

H1 2017

(€ million)

Travelling and accommodation

0.1

0.1

Repairs and maintenance

0.1

0.1

Marketing and advertising expenses

0.1

0.1

Rents

0.1

0.1

Other

0.4

0.4

TOTAL

0.8

0.8

 

 

 

Net Finance costs

The charge for the period from continuing operations was €4.9 million (H1 2017: €1.0 million income) and comprises the following:

 

H1 2018

(€ million)

H1 2017

(€ million)

Finance income

 0.0

4.0

Finance costs

(4.9)

(3.0)

TOTAL

(4.9)

1.0

 

During 2017, the Company entered into new contracts in connection with the deferred purchase of land at Lavender Bay. The revised interest rate agreed on the outstanding consideration is lower than that one reflected in the previous contracts. As the new contracts have a retroactive effect, the interest accrued in prior years of c. €4 million was reversed during period ended 30 June 2017, resulting in the crystallization of corresponding finance income.

 

Our finance costs during the first six months of 2018 also increased by a €1.4 million FX loss resulting from the c. 15% devaluation of the Turkish Lira against the Euro during the period.

 

 

Condensed consolidated interim statement of financial position

As at 30 June 2018

 

 

30 June

2018

 

31 December

2017

 

 

 

€'000

€'000

Assets

 

 

 

Property, plant and equipment

 

11,542

87,551

Investment property

 

130,671

138,672

Deferred tax assets

 

-

994

Non-current assets

 

142,213

227,217

Trading properties

 

10,700

30,572

Trade and other receivables

 

420

5,374

Cash and cash equivalents

 

12,739

2,444

Assets held for sale

 

224,914

129,131

Current assets

 

248,773

167,521

Total assets

 

390,986

394,738

Equity

 

 

 

Share capital

 

9,046

9,046

Share premium

 

569,847

569,847

Retained deficit

 

(411,285)

(397,746)

Other reserves

 

22,404

12,912

Equity attributable to owners of the Company

 

190,012

194,059

Non-controlling interests

 

366

4,769

Total equity

 

190,378

198,828

Liabilities

 

 

 

Loans and borrowings

 

14,722

68,544

Finance lease liabilities

 

3,001

2,990

Deferred tax liabilities

 

10,702

19,561

Trade and other payables

 

20,746

20,858

Deferred revenue

 

-

6,985

Non-current liabilities

 

49,171

118,938

Loans and borrowings

 

2,006

21,171

Finance lease liabilities

 

4

8

Trade and other payables

 

6,309

16,193

Deferred revenue

 

3,621

13,834

Liabilities held for sale

 

139,497

25,766

Current liabilities

 

151,437

76,972

Total liabilities

 

200,608

195,910

Total equity and liabilities

 

390,986

394,738

Net asset value ('NAV') per share (€)

 

0.21

0.21

 

 

 

The reported NAV as at 30 June 2018 is presented below:

 

 

As at

30 June 2018

As at

31 December 2017

Variation since

31 December 2017

 

£

€ £

£

Total NAV before DTL (million)

220

195

223 198

(1.5%)

(1.7%)

Total NAV after DTL (million)

190

168

194 172

(2.1%)

(2.3%)

NAV per share before DTL

0.24

0.22

0.25 0.22

(1.5%)

(0.0%)

NAV per share after DTL

0.21

0.19

0.21 0.19

(0.0%)

(0.0%)

___________

Notes:

1. Euro/GBP rate 0.88551 as at 30 June 2018 and 0.88773 as at 31 December 2017.

2. NAV per share has been calculated on the basis of 904,626,856 issued shares as at 30 June 2018 and as at 31 December 2017.

 

Total Group NAV as at 30 June 2018 was €220 million and €190 million before and after DTL respectively. This represents a decrease of €3 million (1.5%) and €4 million (2.1%), respectively, from the 31 December 2017 figures. Given that no valuation of the Company's portfolio took place as at 30 June 2018, the NAV reduction is mainly due to Dolphin's regular operational, corporate, finance and management expenses counterbalanced by the increase in the carrying value of Amanzoe to reflect the sales price.

 

Sterling NAV per share as at 30 June 2018 was 22p before DTL and 19p after DTL remaining stable compared to the respective figures as at 31 December 2017 since the factors mentioned above were not material to change the value per share. Furthermore Sterling remained almost unchanged against the Euro at the end of the period.

 

The Company's consolidated assets include €153 million of real estate assets, €225 million of assets held for sale, and €13 million in cash.

 

The balance of €153 million of real estate assets (property, plant and equipment, investment property and trading properties) represents the fair market valuation for both freehold and long leasehold interests.

 

The €225 million of assets held for sale includes €174 million of real estate assets, €44 million of investment in equity accounted investees (the Company's 47.9% interest in Aristo and its 25% interest in Nikki Beach as at 30 June 2018), €1 million of available-for-sale financial assets which represents the Company's investment in Itacare, €3 million of other assets and €3 million in cash. The €174 million figure comprises the aggregate total appraised value of the Company's Kea Resorts, Livka Bay and La Vanta projects as well as the value of Amanzoe based on the respective sale agreement.

 

The Company's consolidated liabilities (excluding DTL) total €171 million and mainly comprise €102 million of interest bearing loans and finance lease obligations (of which €82 million are classified as liabilities held for sale). All loans are held by Group subsidiaries and are non-recourse to Dolphin. The pro-forma Group total debt following the Amanzoe disposal which completed on 27 September amounts to €24 million, resulting in a pro forma gearing ratio for the Group of 9%.

 

The €69 million of trade and other payables and deferred revenue (including €38 million of trade and other payables and deferred revenue from state subsidies) comprise mainly €21 million of option contracts to acquire land in the Company's Lavender Bay project, €7 million deferred income from government grants received and €17 million of client advances from villa sales and hotel reservations.

 

 

Condensed consolidated interim statement of profit or loss and other comprehensive income

For the six-month period ended 30 June 2018

 

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

 

(Restated)

 

Note

€'000

€'000

Continuing operations

 

 

 

Revenue

6

1,551

721

Cost of sales

7

(1,572)

(665)

Gross (loss)/profit

 

(21)

56

Disposal of investments

8A

(1,182)

4

Change in valuations

8B

1,277

-

Investment Manager remuneration

28.2

(4,006)

(4,606)

Directors' remuneration

28.1

(318)

(422)

Depreciation charge

 

(15)

(4)

Professional fees

11

(2,317)

(2,311)

Administrative and other expenses

12

(817)

(807)

Total operating and other expenses

 

(7,378)

(8,146)

Results from operating activities

 

(7,399)

(8,090)

Finance income

26

19

3,968

Finance costs

 

(4,870)

(2,985)

Net finance (costs)/income

 

(4,851)

983

Loss before taxation

 

(12,250)

(7,107)

Taxation

13

(674)

(1,090)

Loss from continuing operations

 

(12,924)

(8,197)

DISContinuED operation

 

 

 

(Loss)/profit from discontinued operation, net of tax

10

(1,213)

10,389

(Loss)/profit

 

(14,137)

2,192

Other comprehensive income

 

 

 

Items that will not be reclassified to profit or loss

 

 

 

Revaluation of property, plant and equipment

15

11,943

-

Related tax

13

(3,463)

-

 

 

8,480

-

Items that are or may be reclassified subsequently to profit or loss

 

 

 

Foreign currency translation differences

 

1,194

(13,193)

 

 

1,194

(13,193)

Other comprehensive income, net of tax

 

9,674

(13,193)

Total comprehensive income

 

(4,463)

(11,001)

(Loss)/profit attributable to:

 

 

 

Owners of the Company

 

(13,729)

(2,682)

Non-controlling interests

 

(408)

4,874

 

 

(14,137)

2,192

Total comprehensive income attributable to:

 

 

 

Owners of the Company

 

(4,055)

(15,290)

Non-controlling interests

 

(408)

4,289

 

 

(4,463)

(11,001)

(Loss)/earnings per share

 

 

 

Basic and diluted loss per share (€)

14

(0.015)

(0.003)

Basic and diluted loss per share - Continuing operations (€)

14

(0.014)

(0.009)

Basic and diluted (loss)/earnings per share - Discontinued operation (€)

14

(0.001)

0.006

 

Condensed consolidated interim statement of financial position

As at 30 June 2018

 

 

30 June 2018

31 December 2017

 

Note

€'000

€'000

Assets

 

 

 

Property, plant and equipment

15

11,542

87,551

Investment property

16

130,671

138,672

Deferred tax assets

24

-

994

Non-current assets

 

142,213

227,217

Trading properties

18

10,700

30,572

Trade and other receivables

19

420

5,374

Cash and cash equivalents

20

12,739

2,444

Assets held for sale

17

224,914

129,131

Current assets

 

248,773

167,521

Total assets

 

390,986

394,738

Equity

 

 

 

Share capital

21

9,046

9,046

Share premium

21

569,847

569,847

Retained deficit

 

(411,285)

(397,746)

Other reserves

 

22,404

12,912

Equity attributable to owners of the Company

 

190,012

194,059

Non-controlling interests

 

366

4,769

Total equity

 

190,378

198,828

Liabilities

 

 

 

Loans and borrowings

22

14,722

68,544

Finance lease liabilities

23

3,001

2,990

Deferred tax liabilities

24

10,702

19,561

Trade and other payables

26

20,746

20,858

Deferred revenue

25

-

6,985

Non-current liabilities

 

49,171

118,938

Loans and borrowings

22

2,006

21,171

Finance lease liabilities

23

4

8

Trade and other payables

26

6,309

16,193

Deferred revenue

25

3,621

13,834

Liabilities held for sale

17

139,497

25,766

Current liabilities

 

151,437

76,972

Total liabilities

 

200,608

195,910

Total equity and liabilities

 

390,986

394,738

Net asset value ('NAV') per share (€)

27

0.21

0.21

 

 

Condensed consolidated interim statement of changes in equity

For the six-month period ended 30 June 2018

 

Attributable to owners of the Company

 

 

 

Share

Share

Translation

Revaluation

Retained

 

Non-controlling

Total

 

capital

premium

reserve

reserve

deficit

Total

interests

equity

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Balance at 1 January 2017

9,046

569,847

16,345

4,338

(365,689)

233,887

17,993

251,880

TOTAL COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

(Loss)/profit

-

-

-

-

(2,682)

(2,682)

4,874

2,192

Other comprehensive income

 

 

 

 

 

 

 

 

Foreign currency translation differences

-

-

(12,608)

-

-

(12,608)

(585)

(13,193)

Total other comprehensive income

-

-

(12,608)

-

-

(12,608)

(585)

(13,193)

Total comprehensive income

-

-

(12,608)

-

(2,682)

 (15,290)

4,289

 (11,001)

TRANSACTIONS WITH OWNERS OF THE COMPANY

 

 

 

 

 

 

 

 

Contributions and distributions

 

 

 

 

 

 

 

 

Non-controlling interests on capital increases of subsidiaries

-

-

-

-

-

-

95

95

Equity-settled share-based payment arrangements

-

-

-

-

34

34

-

34

Total contributions and distributions

-

-

-

-

34

34

95

129

Changes in ownership interests

 

 

 

 

 

 

 

 

Disposal of subsidiary with non-controlling interests

-

-

-

-

-

-

(17,452)

(17,452)

Total changes in ownerships interests

-

-

-

-

-

-

(17,452)

(17,452)

Total transactions with owners of the Company

-

-

-

-

34

34

(17,357)

(17,323)

Balance at 30 June 2017

9,046

569,847

3,737

4,338

(368,337)

218,631

4,925

223,556

Balance at 1 January 2018

9,046

569,847

5,368

7,544

(397,746)

194,059

4,769

198,828

TOTAL COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

Loss

-

-

-

-

(13,729)

(13,729)

(408)

(14,137)

Other comprehensive income

 

 

 

 

 

 

 

 

Foreign currency translation differences

-

-

1,194

-

-

1,194

-

1,194

Revaluation of property, plant and equipment, net of tax

-

-

-

8,480

-

8,480

-

8,480

Transfer of revaluation reserve to retained earnings due to disposal

-

-

-

(182)

182

-

-

-

Total other comprehensive income

-

-

1,194

8,298

182

9,674

-

9,674

Total comprehensive income

-

-

1,194

8,298

(13,547)

(4,055)

(408)

(4,463)

TRANSACTIONS WITH OWNERS OF THE COMPANY

 

 

 

 

 

 

 

 

Contributions and distributions

 

 

 

 

 

 

 

 

Equity-settled share-based payment arrangements

-

-

-

-

8

8

-

8

Total contribution and distributions

-

-

-

-

8

8

-

8

Changes in ownership interests

 

 

 

 

 

 

 

 

Disposal of subsidiary with non-controlling interests

-

-

-

-

-

-

(3,995)

(3,995)

Total changes in ownership interests

-

-

-

-

-

-

(3,995)

(3,995)

Total transactions with owners of the Company

-

-

-

-

8

8

(3,995)

(3,987)

Balance at 30 June 2018

9,046

569,847

6,562

15,842

(411,285)

190,012

366

190,378

 

 

 

Condensed consolidated interim statement of cash flows

For the six-month period ended 30 June 2018

 

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

€'000

€'000

Cash flows from operating activities

 

 

 

(Loss)/profit

 

(14,137)

2,192

Net change in fair value of investment property

 

(1,277)

-

Loss/(gain) on disposal of investment in subsidiaries

 

1,182

(299)

Gain on disposal of equity-accounted investees held for sale

 

-

(4)

Other adjustments

 

7,302

(11,504)

 

 

(6,930)

(9,615)

Changes in:

 

 

 

Receivables

 

3,210

(4,563)

Payables

 

2,005

3,785

Cash used in operating activities

 

(1,715)

(10,393)

Tax received

 

99

9

Net cash used in operating activities

 

(1,616)

(10,384)

Cash flows from investing activities

 

 

 

Proceeds from disposal of subsidiaries, net of cash disposed of

 

16,933

26,293

Proceeds from disposal of equity-accounted investees held for sale

 

-

700

Net acquisitions of investment property

 

(15)

(5)

Net acquisitions of property, plant and equipment

 

(106)

(135)

Net change in trading properties

 

42

(258)

Net change in net assets held for sale

 

105

641

Net cash from investing activities

 

16,959

27,236

Cash flows from financing activities

 

 

 

Funds received from non-controlling interests

 

-

95

Change in loans and borrowings

 

-

(1,922)

Change in finance lease obligations

 

7

14

Interest paid

 

(2,703)

(5,084)

Net cash used in financing activities

 

(2,696)

(6,897)

Net increase in cash and cash equivalents

 

12,647

9,955

Cash and cash equivalents at the beginning of the period

 

2,444

4,698

Effect of movement in exchange rates on cash held

 

(2)

-

Cash and cash equivalents reclassified to assets held for sale

 

(2,350)

-

Cash and cash equivalents at the end of the period

 

12,739

14,653

For the purpose of the condensed consolidated interim statement of cash flows, cash and cash equivalents consist of the following:

 

 

 

Cash in hand and at bank (see note 20)

 

12,739

14,653

Cash and cash equivalents at the end of the period

 

12,739

14,653

 

 

 

Notes to the condensed consolidated interim financial statements

For the six-month period ended 30 June 2018

1. REPORTING ENTITY

Dolphin Capital Investors Limited (the 'Company') was incorporated and registered in the British Virgin Islands ('BVIs') on 7 June 2005. The Company is a real estate investment company focused on the early-stage, large-scale leisure-integrated residential resorts in south-east Europe and managed by Dolphin Capital Partners Limited (the 'Investment Manager'), an independent private equity management firm that specialises in real estate investments, primarily in south-east Europe. The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ('AIM') on 8 December 2005.

The condensed consolidated interim financial statements of the Company as at and for the six-month period ended 30 June 2018 comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates.

2. Basis of preparation

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2017. They are presented in euro (€), rounded to the nearest thousand.

These condensed consolidated interim financial statements were authorised for issue by the Board of Directors on 27 September 2018.

(b) Basis of preparation

The condensed consolidated interim financial statements of the Company for the six-month period ended 30 June 2018 have been prepared taking into account the Company's intention to dispose of all of its assets by 31 December 2019, as further explained below. The basis of preparation used continues to be in accordance with IAS 34.

Based on the Company's new asset strategy approved by its shareholders in December 2016, the Company's objective is to dispose of all of the Company's assets by 31 December 2019. The allocation of any additional capital investment into any of the Company's projects will be substantially sourced from third party capital providers and with the sole objective of enhancing the respective asset's realisation potential until 31 December 2019. The Board expects to return the proceeds from asset disposals to shareholders, as the orderly realisation of the Company's assets progresses after taking into account the Company's liquidity position and working capital requirements. In the event that any assets are still held by the Company shortly before 31 December 2019, the Board will convene a shareholders' meeting at which appropriate resolutions for the future of the Company will be proposed.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2017.

Comparatives

Comparative figures have been adjusted to reflect the required changes in presentation in relation to the agreement to dispose the "Amanzoe" project and the presentation of its "Hotel and Leisure" segment as a discontinued operation (see note 10).

4. ESTIMATES

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2017.

Going concern assumptions

The Group's cash flow forecasts for the foreseeable future involve uncertainties related primarily to the exact disposal proceeds and timing of disposals of the assets expected to be disposed of. Management believes that the proceeds from forecasted asset sales will be sufficient to maintain the Group's cash flow at a positive level. Should the need arise, management is confident that it can secure additional banking facilities and/or obtain waivers on existing ones, until planned asset sales are realised and proceeds received. If for any reason the Group is unable to continue as a going concern, then this could have an impact on the Group's ability to realise assets at their recognised values and to extinguish liabilities in the normal course of business at the amounts stated in the condensed consolidated interim financial statements. 

5. PRINCIPAL SUBSIDIARIES

As at 30 June 2018, the Group's most significant subsidiaries were the following:

 

 

Country of

Shareholding

Name

Project

incorporation

interest

Scorpio Bay Holdings Limited

Scorpio Bay Resort

Cyprus

100%

Scorpio Bay Resorts S.A.

Scorpio Bay Resort

Greece

100%

Xscape Limited

Lavender Bay Resort

Cyprus

100%

Golfing Developments S.A.

Lavender Bay Resort

Greece

100%

MindCompass Overseas Limited

Kilada Hills Golf Resort

Cyprus

100%

MindCompass Overseas S.A.

Kilada Hills Golf Resort

Greece

100%

MindCompass Overseas Two S.A.

Kilada Hills Golf Resort

Greece

100%

MindCompass Parks S.A.

Kilada Hills Golf Resort

Greece

100%

Dolphin Capital Greek Collection Limited

Kilada Hills Golf Resort

Cyprus

100%

DCI Holdings One Limited ('DCI H1')

Aristo Developers

BVIs

100%

D.C. Apollo Heights Polo and Country Resort Limited

Apollo Heights Resort

Cyprus

100%

Symboula Estates Limited

Apollo Heights Resort

Cyprus

100%

DolphinCI Fourteen Limited ('DCI 14')

Amanzoe

Cyprus

100%

Eidikou Skopou Dekatessera S.A. ('ES 14')

Amanzoe

Greece

100%

Eidikou Skopou Dekaokto S.A. ('ES 18')

Amanzoe

Greece

100%

Single Purpose Vehicle Two Limited ('SPV 2')

Amanzoe

Cyprus

64%

Eidikou Skopou Eikosi Ena S.A.

Amanzoe

Greece

64%

Azurna Uvala D.o.o. ('Azurna')

Livka Bay Resort

Croatia

100%

Eastern Crete Development Company S.A.

Plaka Bay Resort

Greece

100%

DolphinLux 2 S.a.r.l.

La Vanta

Luxembourg

100%

Kalkan Yapi ve Turizm A.S. ('Kalkan')

La Vanta

Turkey

100%

Single Purpose Vehicle Ten Limited ('SPV 10')

Kea Resort

Cyprus

67%

Eidikou Skopou Eikosi Tessera S.A.

Kea Resort

Greece

67%

The above shareholding interest percentages are rounded to the nearest integer.

 

 

6. revenue

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

€'000

€'000

€'000

Income from hotel operations

-

6,507

6,507

-

4,747

4,747

Sale of trading and investment properties

1,473

-

1,473

-

-

-

Rental income

5

-

5

12

-

12

Other income

73

-

73

709

-

709

Total

1,551

6,507

8,058

721

4,747

5,468

 

7. COST OF SALES

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

€'000

€'000

€'000

Cost of sales related to:

 

 

 

 

 

 

Hotel operations

-

2,824

2,824

-

2,096

2,096

Sales of trading and investment properties

1,117

-

1,117

-

-

-

Personnel expenses (see below)

388

2,298

2,686

295

2,254

2,549

Branding management fees

30

268

298

326

212

538

Other operating expenses

37

51

88

44

143

187

Total

1,572

5,441

7,013

665

4,705

5,370

Personnel expenses

Continuing operations

 

From 1 January 2018 to 30 June 2018

 

Hotel & leisure operations

Project maintenance & development

 

 

Total

 

€'000

€'000

€'000

Wages and salaries

-

302

302

Compulsory social security contributions

-

74

74

Other personnel costs

-

12

12

Total

-

388

388

The average number of employees employed by the Group during the period was

-

26

26

Discontinued operation

 

From 1 January 2018 to 30 June 2018

 

Hotel & leisure operations

Project maintenance & development

Total

 

€'000

€'000

€'000

Wages and salaries

1,812

-

1,812

Compulsory social security contributions

452

-

452

Other personnel costs

34

-

34

Total

2,298

-

2,298

The average number of employees employed by the Group during the period was

186

-

186

 

 

Continuing operations

 

From 1 January 2017 to 30 June 2017

 

 

Hotel & leisure operations

Project maintenance & development

 

 

Total

 

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

Wages and salaries

-

233

233

Compulsory social security contributions

-

49

49

Other personnel costs

-

13

13

Total

-

295

295

The average number of employees employed by the Group during the period was

-

22

22

     

Discontinued operation

 

From 1 January 2017 to 30 June 2017

 

Hotel & leisure operations

Project maintenance & development

 

Total

 

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

Wages and salaries

1,546

174

1,720

Compulsory social security contributions

385

37

422

Other personnel costs

69

43

112

Total

2,000

254

2,254

The average number of employees employed by the Group during the period was

149

33

182

8. INCOME AND EXPENSES

Α. Disposal of investments

 

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

 

Continuing

 

Discontinued

 

 

Continuing operations

Discontinued operation

 

Total

 

Note

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

 

€'000

€'000

€'000

€'000

€'000

€'000

(Loss)/gain on disposal of investment in subsidiaries

 

29

 

(1,182)

 

-

 

(1,182)

 

-

 

299

 

299

Gain on disposal of equity-accounted investees held for sale

17

-

-

-

4

-

4

Total

 

(1,182)

-

(1,182)

4

299

303

Β. Change in valuations

 

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

 

 

 

Continuing

 

Discontinued

 

 

Continuing operations

Discontinued operation

 

Total

 

Note

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

 

€'000

€'000

€'000

€'000

€'000

€'000

Net change in fair value of investment property

16

1,277

-

1,277

-

-

-

Total

 

1,277

-

1,277

-

-

-

         

 

 

9. SEGMENT REPORTING

Operating segments

The Group has two reportable operating segments, the 'Hotel & leisure operations' and 'Construction & development' segments. Information related to each operational reportable segment is set out below. Segment profit/(loss) before tax is used to measure performance as management believes such information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.

 

Hotel & leisure operations

Construction & development

Other

Reportable segments' totals

 

Continuing operations

Discontinued operation

Continuing operations

Discontinued operation

Continuing operations

Discontinued operation

Continuing operations

Discontinued operation

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

30 June 2018

 

 

 

 

 

 

 

 

Revenue

-

6,507

1,478

-

73

-

1,551

6,507

Cost of sales

-

(5,441)

(1,421)

-

(151)

-

(1,572)

(5,441)

Investment Manager remuneration

-

-

-

-

(4,006)

-

(4,006)

-

Directors' remuneration

-

-

-

-

(318)

-

(318)

-

Depreciation charge

-

(1,096)

-

-

(15)

-

(15)

(1,096)

Professional fees

-

-

(277)

-

(2,040)

-

(2,317)

-

Administrative and other expenses

-

-

(68)

-

(749)

-

(817)

-

Loss on disposal of investment in subsidiaries

-

-

-

-

(1,182)

-

(1,182)

-

Net change in fair value of investment property

-

-

-

-

1,277

-

1,277

-

Results from operating activities

-

(30)

(288)

-

(7,111)

-

(7,399)

(30)

Finance income

-

-

105

-

(86)

-

19

-

Finance costs

-

(1,183)

(2,242)

-

(2,628)

-

(4,870)

(1,183)

Net finance costs

-

(1,183)

(2,137)

-

(2,714)

-

(4,851)

(1,183)

Loss before taxation

-

(1,213)

(2,425)

-

(9,825)

-

(12,250)

(1,213)

Taxation

-

-

(8)

-

(666)

-

(674)

-

Loss

-

(1,213)

(2,433)

-

(10,491)

-

(12,924)

(1,213)

 

 

 

Hotel & leisure operations

Construction & development

Other

Reportable segments' totals

 

Continuing operations

Discontinued operation

Continuing operations

Discontinued operation

Continuing operations

Discontinued operation

Continuing operations

Discontinued operation

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

30 June 2017 (Restated)

 

 

 

 

 

 

 

 

Revenue

-

4,747

8

-

713

-

721

4,747

Cost of sales

-

(4,337)

(445)

(368)

(220)

-

(665)

(4,705)

Investment Manager remuneration

-

-

-

-

(4,606)

-

(4,606)

-

Directors' remuneration

-

-

-

-

(422)

-

(422)

-

Depreciation charge

-

(1,171)

(4)

-

-

-

(4)

(1,171)

Professional fees

-

-

(88)

(29)

(2,223)

(53)

(2,311)

(82)

Administrative and other expenses

-

-

(62)

(80)

(745)

(853)

(807)

(933)

Gain on disposal of investment in subsidiaries

-

-

-

-

-

299

-

299

Gain on disposal of equity-accounted investees held for sale

-

-

4

-

-

-

4

-

Results from operating activities

-

(761)

(587)

(477)

(7,503)

(607)

(8,090)

(1,845)

Finance income

-

-

85

-

3,883

13,415

3,968

13,415

Finance costs

-

(1,181)

(1,350)

-

(1,635)

-

(2,985)

(1,181)

Net finance (costs)/income

-

(1,181)

(1,265)

-

2,248

13,415

983

12,234

(Loss)/profit before taxation

-

(1,942)

(1,852)

(477)

(5,255)

12,808

(7,107)

10,389

Taxation

-

-

(8)

-

(1,082)

-

(1,090)

-

(Loss)/profit

-

(1,942)

(1,860)

(477)

(6,337)

12,808

(8,197)

10,389

 

Geographical segments 

Information in relation to the geographical regions in which the Group operates, is set below:

 

 

Americas1 

(Discontinued) 

South-East Europe2

Other3

Reportable

 segment

totals

Adjustments4

Consolidated totals 

 

 

€'000

€'000

€'000

€'000

€'000

€'000

30 June 2018

 

Property, plant and equipment

-

11,542

 -

 11,542

 -

 11,542

Investment property

-

130,671

 -

 130,671

 -

 130,671

Trading properties

-

10,700

 -

 10,700

 -

 10,700

Cash and cash equivalents

-

2,101

 10,638

 12,739

 -

 12,739

Assets held for sale

886

221,264

 2,764

 224,914

 -

 224,914

Intra-group debit balances

-

41,329

 512,344

 553,673 

(553,673)

-

Other assets

-

344

 76

420

 -

420

Total assets

886

417,951

 525,822

 944,659

(553,673)

 390,986

Loans and borrowings

-

16,728

 -

 16,728

 -

 16,728

Finance lease liabilities

-

3,005

 -

 3,005

 -

 3,005

Deferred tax liabilities

-

10,702

 -

 10,702

 -

 10,702

Liabilities held for sale

-

139,497

 -

 139,497

 -

 139,497

Intra-group credit balances

-

411,091

 142,582

 553,673

(553,673)

-

Other liabilities

-

16,565

 14,111

 30,676

 -

 30,676

Total liabilities

-

597,588

 156,693

 754,281

(553,673)

 200,608

Revenue

 

-

 

1,551

 

-

 

1,551

 

-

 

1,551

Cost of sales

-

(1,572)

-

(1,572)

 -

(1,572)

Change in valuations

-

1,277

-

 1,277

 -

 1,277

Disposal of investments

-

(1,182)

-

(1,182)

 -

(1,182)

Investment Manager remuneration

-

(635)

(3,371)

(4,006)

 -

(4,006)

Other operating expenses

-

(2,140)

(1,327)

(3,467)

 -

(3,467)

Net finance cost

-

(4,813)

(38)

(4,851)

 -

(4,851)

Loss before taxation

-

(7,514)

(4,736)

(12,250)

 -

(12,250)

Taxation

-

(674)

-

(674)

-

(674)

Loss from continuing operations

-

(8,188)

(4,736)

(12,924)

 -

(12,924)

Loss from discontinued operation, net of tax

-

(1,213)

-

(1,213)

 -

(1,213)

Loss

-

(9,401)

(4,736)

(14,137)

 -

(14,137)

        
 

 

 

 

Americas1

(Discontinued)

€'000

South-East Europe2€'000

 

Other3

€'000

Reportable segment

totals

€'000

 

Adjustments4 €'000

Consolidated

totals

€'000

31 December 2017

 

 

 

 

 

 

Property, plant and equipment

-

87,551

-

87,551

-

87,551

Investment property

-

138,672

-

138,672

-

138,672

Trading properties

-

30,572

-

30,572

-

30,572

Cash and cash equivalents

-

1,063

1,381

2,444

-

2,444

Assets held for sale

834

128,297

-

129,131

-

129,131

Intra-group debit balances

-

50,670

594,368

645,038

(645,038)

-

Other assets

-

3,905

2,463

6,368

-

6,368

Total assets

834

440,730

598,212

1,039,776

(645,038)

394,738

Loans and borrowings

-

89,715

-

89,715

-

89,715

Finance lease liabilities

-

2,998

-

2,998

-

2,998

Deferred tax liabilities

-

19,561

-

19,561

-

19,561

Liabilities held for sale

-

25,766

-

25,766

-

25,766

Intra-group credit balances

-

441,500

203,538

645,038

(645,038)

-

Other liabilities

-

56,029

1,841

57,870

-

57,870

Total liabilities

-

635,569

205,379

840,948

(645,038)

195,910

30 June 2017 (Restated)

 

 

 

 

 

 

Revenue

-

721

-

721

-

721

Cost of sales

-

(665)

-

(665)

-

(665)

Disposal of investments

-

4

-

4

-

4

Investment Manager remuneration

-

(700)

(3,906)

(4,606)

-

(4,606)

Other operating expenses

-

(1,684)

(1,860)

(3,544)

-

(3,544)

Net finance cost

-

1,038

(55)

983

-

983

Loss before taxation

-

(1,286)

(5,821)

(7,107)

-

(7,107)

Taxation

-

(1,090)

-

(1,090)

-

(1,090)

Loss from continuing operations

-

(2,376)

(5,821)

(8,197)

-

(8,197)

Profit/(loss) from discontinued operation, net of tax

12,331

(1,942)

-

10,389

-

10,389

Profit/(loss)

12,331

(4,318)

(5,821)

2,192

-

2,192

           

1 Americas includes the investment in Itacare Capital Investments Ltd ('Itacare') (see note 17). Also includes the Group's activities in the Republic of Panama as of 30 June 2017.

2 South-East Europe comprises the Group's activities in Cyprus, Greece, Croatia and Turkey.

3 Other comprises the parent company, Dolphin Capital Investors Limited.

4 Adjustments consist of intra-group eliminations.

Country risk developments

The general economic environment prevailing in the south-east Europe area and internationally may affect the Group's operations. Factors such as inflation, unemployment, public health crises, international trade and development of the gross domestic product directly impact the economy of each country and variation in these and the economic environment in general affect the Group's performance to a certain extent.

The global fundamentals of the hospitality sector remained strong during 2017 and the first half of 2018, with both international tourism and wealth continuing to grow, even though economic activity in two of the Group's primary markets, Greece and Cyprus, continued to face significant challenges. The business climate is steadily improving in Cyprus assisted by the legislative reforms implemented during the last three years by the Cypriot government.

 

 

Greece

Gross Domestic Product of Greece grew 1.4% in 2017 compared to 2016 while the Hellenic Statistical Authority revised higher growth rates to +2.5% (from 2.3%) year-on-year for the first quarter of 2018 and the country also realized a 1.8% year-on-year GDP increase in the second quarter of 2018. In addition, macroeconomic indicators have been quite encouraging about the country's economic perspectives and following the upgrade in the country's credit rating by S&P in January 2018, Fitch and Moody's also proceeded with corresponding upgrades in February 2018 and made very favourable assessments of the Greek economy's progress. In August 2018 Greece successfully exited its final, three-year bailout program, agreed in August 2015 to help it cope with the continued fallout from a debt crisis.

The tourism sector is expected to have a significant impact on the recovery of the country's economy and on curbing the external trade deficit. According to the latest data issued by the Bank of Greece, more than 27 million tourists (excluding cruise passengers) arrived in Greece in 2017, recording a rise of c.10%, while travel receipts during the same period totalled €14.6 billion, up 10.5% compared to 2016. The balance of travel services in the January-June 2018 period showed a surplus of €3.76 million compared to a surplus of €3.14 million in the corresponding period in 2017, partly due to an 18.9 percent increase in travel receipts.

Cyprus

The emerging economic recovery has been reinforced since the conclusion of the three-year European Stability Mechanism financial assistance programme on 31 March 2016, placing the island amongst the highest accelerating economies in Europe with the economy expanding by 3.4% year-on-year in 2017, driven mainly by improved levels of private consumption and a record year for the tourism industry. GDP growth rate in real terms during the second quarter of 2018 is positive and estimated at +3.9% over the corresponding quarter of 2017.

Fitch has upgraded its rating on Cyprus' to 'BB+' from 'BB' because of the country's strong cyclical economic recovery and prudent fiscal policy. Fitch's rating on Cyprus is now just one step below investment grade and the outlook is positive, although the weakness in the banking sector is still a risk to public finances.

The available data for the tourism industry highlighted, once again, that tourism was amongst one of the key catalysts for the country's 2017 economic performance, Tourist arrivals in Cyprus recorded an impressive increase in 2017, according to the Cyprus Tourism Organisation (CTO). For the period of January - December 2017 tourist arrivals totalled 3.7 million, recording an increase of 14.6% and outnumbering the total arrivals ever recorded in Cyprus during a year. For the period of January to June 2018, more than 1.6 million tourists visited the country, compared to 1.46 million for the same period last year recording an increase of 12.4%. As reported by the country's Statistical Service, this number exceeds the total arrivals ever recorded in Cyprus during the first six months of the year.

10. DISCONTINUED OPERATION

Subsequent to 30 June 2018, as also mentioned in note 33, the Group entered into a conditional agreement for the disposal of DCI 14 (owner of 'Amanzoe' project in Greece). Part of Amanzoe constituted the 'Hotel and Leisure' operations of the Group, which as at 30 June 2018, is presented as a discontinued operation.

As at 30 June 2017, 'Hotel and Leisure' operation segment was not classified as a discontinued operation. The comparative condensed consolidated interim statement of profit or loss and other comprehensive income has been restated to show the discontinued operation separately from continuing operations.

Also during the first quarter of 2017, the Group sold Pearl Island project ('Pearl Island' in Republic of Panama). Pearl Island constituted the operations of the Group in the geographical area of Americas, which as at 30 June 2017, was presented as a discontinued operation.

 

 

Results of discontinued operation

 

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

 

(Restated)

 

Note

€'000

€'000

Revenue

6

6,507

4,747

Expenses

 

 

 

Cost of sales

7

(5,441)

(4,705)

Depreciation charge

 

(1,096)

(1,171)

Professional fees

11

-

(82)

Administrative and other expenses

12

-

(933)

Net finance (costs)/income

 

(1,183)

12,234

Results from operating activities

 

(1,213)

10,090

Taxation

 

-

-

Results from operating activities, net of tax

 

(1,213)

10,090

Gain on disposal of discontinued operation

8A

-

299

(Loss)/profit from discontinued operation, net of tax

 

(1,213)

10,389

Cash flows used in discontinued operation

 

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

 

(Restated)

 

 

€'000

€'000

Net cash from/(used in) operating activities

 

2,674

(20,020)

Net cash (used in)/from investing activities

 

(102)

26,159

Net cash used in financing activities

 

(1,043)

(2,361)

Net cash flows for the period

 

1,529

3,778

 

 

 

11. PROFESSIONAL FEES

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

€'000

€'000

€'000

Legal fees

333

-

333

555

19

574

Auditors' remuneration (see below)

194

-

194

166

28

194

Accounting expenses

127

-

127

140

-

140

Project design and development fees

1,343

-

1,343

1,011

21

1,032

Consultancy fees

76

-

76

169

-

169

Administrator fees

25

-

25

35

-

35

Other professional fees

219

-

219

235

14

249

Total

2,317

-

2,317

2,311

82

2,393

 

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

€'000

€'000

€'000

Auditors' remuneration comprises the following fees:

 

 

 

 

 

 

Audit and other audit related services

194

-

194

134

28

162

Tax and advisory

-

-

-

32

-

32

Total

194

-

194

166

28

194

 

 

12. ADMINISTRATIVE AND OTHER EXPENSES

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

€'000

€'000

€'000

Travelling and accommodation

67

-

67

139

-

139

Insurance

23

-

23

31

-

31

Repairs and maintenance

124

-

124

61

5

66

Marketing and advertising expenses

73

-

73

76

14

90

Rents

63

-

63

68

23

91

Other

467

-

467

432

891

1,323

Total

817

-

817

807

933

1,740

13. Taxation

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

(Restated)

 

€'000

€'000

RECOGNISED IN PROFIT OR LOSS

 

 

Income tax

1

(35)

Net deferred tax

673

1,125

Total

674

1,090

RECOGNISED IN OTHER COMPREHENSIVE INCOME

 

 

Revaluation of property, plant and equipment

3,463

-

Total

3,463

-

14. (LOSS)/Earnings per share

Basic (loss)/earnings per share

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to owners of the Company by the weighted average number of common shares outstanding during the period.

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

'000

'000

'000

'000

'000

'000

(Loss)/profit attributable to owners of the Company (€)

(12,561)

(1,168)

(13,729)

(8,120)

5,438

(2,682)

Number of weighted average common shares outstanding

904,627

904,627

904,627

904,627

904,627

904,627

Basic (loss)/earnings per share (€)

(0.014)

(0.001)

(0.015)

(0.009)

0.006

(0.003)

(Loss)/profit attributable to owners of the Company

 

From 1 January 2018 to 30 June 2018

From 1 January 2017 to 30 June 2017

 

 

Continuing

 

Discontinued

 

Continuing operations

Discontinued operation

 

Total

 

operations

operation

Total

(Restated)

(Restated)

(Restated)

 

€'000

€'000

€'000

€'000

€'000

€'000

(Loss)/profit attributable to owners of the Company

(12,561)

(1,168)

(13,729)

(8,120)

5,438

(2,682)

(Loss)/profit attributable to non-controlling interests

(363)

(45)

(408)

(77)

4,951

4,874

Total

(12,924)

(1,213)

(14,137)

(8,197)

10,389

2,192

Weighted average number of common shares outstanding

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

 

(Restated)

 

'000

'000

Outstanding common shares at the beginning and end of the period

904,627

904,627

 

 

Diluted (loss)/earnings per share

Diluted (loss)/earnings per share is calculated by adjusting the (loss)/profit attributable to owners and the number of common shares outstanding to assume conversion of all dilutive potential shares. As of 30 June 2018 and 30 June 2017, the diluted (loss)/earnings per share is the same as the basic (loss)/earnings per share, due to the fact that no dilutive potential ordinary shares were outstanding during these periods.

15. Property, plant and equipment

 

Land and buildings

€'000

 

Other

€'000

 

Total

€'000

30 June 2018

 

 

 

Cost or revalued amount

 

 

 

At beginning of period

104,136

5,483

109,619

Direct acquisitions

25

81

106

Revaluation adjustment

4,441

-

4,441

Reclassification to assets held for sale

(88,626)

(5,201)

(93,827)

At end of period

19,976

363

20,339

 

 

 

 

Depreciation and impairment losses

 

 

 

At beginning of period

18,608

3,460

22,068

Depreciation charge for the period - continuing operations

15

-

15

Depreciation charge for the period - discontinued operations

859

237

1,096

Revaluation adjustment

(7,502)

-

(7,502)

Reclassification to assets held for sale

(3,534)

(3,346)

(6,880)

At end of period

8,446

351

8,797

 

 

 

 

Carrying amounts

11,530

12

11,542

 

 

 

Land &

 buildings

€'000

 

 

Other

€'000

 

 

Total

€'000

31 December 2017

 

 

 

Cost or revalued amount

 

 

 

At beginning of year

99,561

5,409

104,970

Direct acquisitions

60

124

184

Direct disposals

-

(50)

(50)

Revaluation adjustment

4,515

-

4,515

At end of year

104,136

5,483

109,619

Depreciation and impairment losses

 

 

 

At beginning of year

14,381

2,942

17,323

Direct disposals

-

(19)

(19)

Depreciation charge for the year

1,771

537

2,308

Impairment loss

2,466

-

2,466

Reversal of impairment loss

(10)

-

(10)

At end of year

18,608

3,460

22,068

Carrying amounts

85,528

2,023

87,551

 

 

Fair value hierarchy

The fair value of land and buildings has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.

Valuation techniques and significant unobservable inputs

The valuation techniques used in measuring the fair value of land and buildings, as well as the significant unobservable inputs used, are the same as those used as at 31 December 2017.

16. Investment property

 

Note

30 June 2018

31 December 2017

 

 

€'000

€'000

At beginning of period/year

 

138,672

176,548

Direct acquisitions

 

15

203

Transfers to trading properties

18

-

(217)

Reclassification to assets held for sale

 

(9,293)

(25,376)

Fair value adjustment - continuing operations

 

1,277

(12,486)

At end of period/year

 

130,671

138,672

Fair value hierarchy

The fair value of investment property has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.

Valuation techniques and significant unobservable inputs

The valuation techniques used in measuring the fair value of investment property, as well as the significant unobservable inputs used, are the same as those used as at 31 December 2017.

17. DISPOSAL GROUPS HELD FOR SALE

As already mentioned in note 10, the Company committed to the sale of Amanzoe through the sale of its holding company DCI 14. Accordingly, the assets and liabilities of Amanzoe are presented as a disposal group held for sale. Part of Amanzoe's operations constitute the discontinued 'Hotel and Leisure' operation and is also included in the geographical segment of 'South-East Europe'.

 

The Company also remains committed to its plan to sell five disposal groups which are presented as held for sale in 2017. These disposal groups are: Kea (owner of 'Kea Resort') and Porto Heli (owner of 'Nikki Beach') in Greece, Azurna (owner of 'Livka Bay') in Croatia, Kalkan (owner of 'La Vanta') in Turkey and DCI Holdings Two Limited ('DCI H2') (owner of Aristo Developers Limited ('Aristo') in Cyprus.

 

All of the above disposal groups are included in the geographical segment of 'South-East Europe' and in the operating segments of 'Hotel & Leisure operations' (Porto Heli), 'Construction & Development' (Kalkan and DCI H2) and 'Other' (Kea and Azurna).

As at 31 December 2017, Iktinos (owner of 'Sitia Bay Golf Resort') and Triopetra (owner of 'Triopetra Bay') in Greece was also presented as held for sale with their disposal being completed during the first half of 2018.

Impairment losses relating to the disposal group

No impairment losses have been recognised during the period ended 30 June 2018 and 30 June 2017 for write-downs of the disposal groups to the lower of their carrying amount and their fair value less costs to sell.

 

 

Assets and liabilities of disposal groups held for sale

As at 30 June 2018, the disposal groups comprised the following assets and liabilities:

 

Amanzoe disposal group

Kea

disposal

group

Azurna

disposal

group

Kalkan

disposal

group

Porto Heli disposal

group

DCI H2 disposal group

Total

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Property, plant and equipment

86,947

-

-

6

-

-

86,953

Investment property

9,293

21,360

30,973

-

-

-

61,626

Equity-accounted investees

-

-

-

-

1,025

42,694

43,719

Deferred tax assets

993

-

-

-

-

-

993

Trading properties

19,830

-

-

5,618

-

-

25,448

Trade and other receivables

1,744

102

5

835

-

-

2,686

Cash and cash equivalents

2,350

182

15

56

-

-

2,603

 

121,157

21,644

30,993

6,515

1,025

42,694

224,028

Available-for-sale financial assets

-

-

-

-

-

-

886

Assets held for sale

 

 

 

 

 

 

224,914

Loans and borrowings

74,301

-

7,652

-

-

-

81,953

Deferred tax liabilities

12,994

2,796

3,264

-

-

-

19,054

Deferred revenue

20,031

-

-

-

-

-

20,031

Trade and other payables

9,561

7,871

960

67

-

-

18,459

Liabilities held for sale

116,887

10,667

11,876

67

-

-

139,497

Available-for-sale financial assets

On 15 July 2013, the Company acquired 9.6 million shares, equivalent to 10% of Itacare's share capital, for the amount of €1.9 million. Itacare is a real estate investment company that was listed on AIM until 16 May 2014, when the admission of its ordinary shares to trading on AIM was cancelled following a decision of its shareholders at the Extraordinary General Meeting that took place on 6 May 2014. Itacare's shareholders have decided to dispose of all assets and after a series of asset sales/swaps Itacare now owns two development sites with the Company's shareholding being 13%.

DCI H2 disposal group

During 2016, the Company's investment in DCI H2, owner of Aristo, decreased significantly, as a result of a share of loss and an impairment loss amounting to €34,389 thousand and €109,265 thousand, respectively. The share of losses comprised the result of the loan restructuring arrangement between Aristo and Bank of Cyprus, whereby a loss from the redemption of such bank loans emerged through their settlement with property swapped. The impairment loss has been recognised to bring the DCI H2 investment to its recoverable amount of €45 million, which represented the originally agreed proceeds to the Company from the disposal of its investment, as further described below.

 

On 29 September 2016, the Company reached an agreement to dispose of its 49.75% shareholding in DCI H2 to an entity controlled by Theodoros Aristodemou ('TA'), DCI H2' s current controlling shareholder. The disposal would have been effected by way of a sale to TA of 49.75% of the shares in DCI H2 held by DCI Holdings One Ltd, a wholly-owned subsidiary of the Company, for a total cash consideration of €45 million, payable in quarterly instalments over three years and bearing annual interest of 4% in the first year, increasing to 5% and 6%, respectively, for each of the subsequent years. On 6 September 2016, the Company received €1.1 million in exchange for 105 DCI H2 shares, resulting in a gain on disposal of €151 thousand and to a reduction in the Company's holding in DCI H2 to 48.7%.

 

 On 13 February 2017, the Company signed a supplementary agreement amending the date of execution of the agreement to the earlier of a) 30 April 2017 and b) the 'Stay Period', the date falling five business days after the issuance of the Court verdict for the current trial between the Attorney General and the Bank of Cyprus Public Company Ltd (in which TA was a defendant). Completion was to take place upon the expiration of the Stay Period, subject to the full receipt by the Company of any outstanding amount from the consideration. Upon execution of this agreement an amount of €700 thousand was paid to the Company (received on 14 February 2017) in exchange for 77 shares in DCI H2, resulting in a gain on disposal of €4 thousand and to a reduction in the Company's holding in DCI H2 to 47.9%. In the event that by 30 April 2017 a court verdict had not been issued, then the Stay Period would have been extended until 30 June of 2017, provided that TA made by the 30 April 2017 a payment of €300 thousand in exchange for 33 DCI H2 shares.

On 3 May 2017, the Company decided to terminate the agreement with TA to dispose its Aristo shares, as a result of TA's failure to settle deferred payments by 30 April 2017. The Company will retain the remaining holding of its Aristo shares, which corresponds to 47.9%. The Board remains committed to dispose of its holding in Aristo and realise value.

As at 30 June 2018 and as at 31 December 2017, the Company's holding of 47.9% has been classified as asset held for sale.

As at 31 December 2017, the disposal groups comprised the following assets and liabilities:

 

Iktinos

disposal

group

Azurna

disposal

group

Kalkan

disposal

group

Kea

disposal

group

Triopetra disposal

group

Porto Heli disposal

group

DCI H2 disposal group

Total

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Property, plant and equipment

6,699

-

9

-

-

-

-

6,708

Investment property

14,544

30,960

-

20,940

4,436

-

-

70,880

Equity-accounted investees

-

-

-

-

-

926

42,694

43,620

Trading properties

-

-

5,615

-

-

-

-

5,615

Trade and other receivables

139

6

980

62

36

-

-

1,223

Cash and cash equivalents

4

181

29

36

1

-

-

251

 

21,386

31,147

6,633

21,038

4,473

926

42,694

128,297

Available-for-sale financial assets

-

-

-

-

-

-

-

834

Assets held for sale

 

 

 

 

 

 

 

129,131

Loans and borrowings

-

8,165

-

-

-

-

-

8,165

Deferred tax liabilities

3,062

3,240

-

2,796

360

-

-

9,458

Trade and other payables

311

965

79

6,775

13

-

-

8,143

Liabilities held for sale

3,373

12,370

79

9,571

373

-

-

25,766

Cumulative income or expenses included in other comprehensive income

No cumulative income or expenses relating to the disposal groups is included in other comprehensive income (30 June 2017: €10,270 thousand loss).

Measurement of fair values

i. Fair value hierarchy

The fair value measurement for the disposal groups before costs to sell has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.

ii. Valuation techniques and significant unobservable inputs

The fair value of each disposal group is significantly based on the valuation of the immovable property in each group. The valuation techniques and significant unobservable inputs used in measuring the fair values of these properties are the same as those used as at 31 December 2017.

 

 

18. Trading properties

 

 

30 June 2018

31 December 2017

 

Note

€'000

€'000

At beginning of period/year

 

30,572

29,763

Net direct (disposals)/acquisitions

 

(42)

1,079

Reversal of concession/write off of land

 

-

193

Net transfers from investment property

16

-

217

Reclassification to assets held for sale

 

(19,830)

-

Impairment loss

 

-

(680)

At end of period/year

 

10,700

30,572

19. TRADE AND OTHER RECEIVABLES

 

30 June 2018

31 December 2017

 

€'000

€'000

Trade receivables

13

1,082

VAT receivables

-

561

Other receivables

407

2,538

Total trade and other receivables

420

4,181

Prepayments and other assets

-

1,193

Total

420

5,374

20. Cash and cash equivalents

 

30 June 2018

31 December 2017

 

€'000

€'000

Bank balances

12,737

2,421

Cash in hand

2

23

Total

12,739

2,444

During the period, the Group had no fixed deposits.

21. CAPITAL AND RESERVES

Capital

Authorised share capital

 

30 June 2018

31 December 2017

 

'000 of shares

€'000

'000 of shares

€'000

Common shares of €0.01 each

2,000,000

20,000

2,000,000

20,000

Movement in share capital and premium

 

Shares in

Share capital

Share premium

 

'000

€'000

€'000

Capital at 1 January 2017 and 30 June 2018

904,627

9,046

569,847

 

 

Reserves

Translation reserve

Translation reserve comprises all foreign currency differences arising from the translation of the interim financial statements of foreign operations. 

Revaluation reserve

Revaluation reserve relates to the revaluation of property, plant and equipment from both subsidiaries and equity-accounted investees, net of any deferred tax.

22. LOANS AND BORROWINGS

 

Total

 

Within one year

 

Within two to five years

 

More than five years

 

30 June

31 December

 

30 June

31 December

 

30 June

31 December

 

30 June

31 December

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

€'000

€'000

 

€'000

€'000

 

€'000

€'000

 

€'000

€'000

Loans in Euro

16,728

89,715

 

2,006

21,171

 

14,722

55,474

 

-

13,070

Loans in Euro within disposal groups held for sale

81,953

8,165

 

8,084

8,165

 

61,011

-

 

12,858

-

Total

98,681

97,880

 

10,090

29,336

 

75,733

55,474

 

12,858

13,070

As of 30 June 2018, there were no significant changes in terms and conditions of the outstanding loans, compared to 31 December 2017.

 

1 January 2018

New

issues

Capital repayments

Interest

paid

Other movements

30 June 2018

 

€'000

€'000

€'000

€'000

€'000

€'000

Loans in Euro

16,168

-

-

-

560

16,728

Loans in Euro within disposal groups held for sale

81,712

-

(500)

(2,773)

3,514

81,953

Total

97,880

-

(500)

(2,773)

4,074

98,681

Securities

As of 30 June 2018, there were no significant changes in the Group's loan securities compared to 31 December 2017. The securities include mortgages against immovable property, pledge of shares, fixed and floating charges over assets and corporate guarantees.

23. Finance lease LIABILITIES

 

30 June 2018

 

31 December 2017

 

Future minimum lease payments

Interest

Present value of minimum lease payments

 

Future minimum lease payments

Interest

 Present value of minimum lease payments

 

€'000

€'000

€'000

 

€'000

€'000

€'000

Less than one year

4

-

4

 

8

-

8

Between two and five years

156

4

152

 

154

6

148

More than five years

4,025

1,176

2,849

 

4,133

1,291

2,842

Total

4,185

1,180

3,005

 

4,295

1,297

2,998

The major finance lease liabilities comprise leases in Greece with 99-year lease terms.

24. Deferred tax assets and liabilities

 

30 June 2018

 

31 December 2017

 

Deferred

Deferred

 

Deferred

Deferred

 

tax assets

tax liabilities

 

tax assets

tax liabilities

 

€'000

€'000

 

€'000

€'000

Balance at the beginning of the period/year

994

(19,561)

 

996

(24,255)

Recognised in profit or loss - continuing operations

(1)

(672)

 

(2)

2,847

Recognised in other comprehensive income

-

(3,463)

 

-

(1,309)

Reclassification to (assets)/liabilities held for sale

(993)

12,994

 

-

3,156

Balance at the end of the period/year

-

(10,702)

 

994

(19,561)

 

 

 

Deferred tax assets and liabilities are attributable to the following:

 

30 June 2018

31 December 2017

 

Deferred

Deferred

Deferred

Deferred

 

tax assets

tax liabilities

tax assets

tax liabilities

 

€'000

€'000

€'000

€'000

Revaluation of investment property

-

(9,536)

-

(9,550)

Revaluation of trading properties

-

-

-

(2,163)

Revaluation of property, plant and equipment

-

(1,166)

-

(7,143)

Other temporary differences

-

-

-

(705)

Tax losses

-

-

994

-

Total

-

(10,702)

994

(19,561)

25. DEFERRED REVENUE

 

30 June 2018

31 December 2017

 

€'000

€'000

Prepayment from clients

3,621

13,834

Government grant

-

6,985

Total

3,621

20,819

 

 

30 June 2018

31 December 2017

 

€'000

€'000

Non-current

-

6,985

Current

3,621

13,834

Total

3,621

20,819

26. Trade and other payables

 

30 June 2018

31 December 2017

 

€'000

€'000

Trade payables

-

814

Land creditors

20,923

21,048

Investment Manager fees

1,203

1,188

Branding fees accrual

-

2,684

Litigation liability provision

-

4,000

Other payables and accrued expenses

4,929

7,317

Total

27,055

37,051

 

 

30 June 2018

31 December 2017

 

€'000

€'000

Non-current

20,746

20,858

Current

6,309

16,193

Total

27,055

37,051

During 2017, the Company entered into new contracts in connection with the deferred purchase of land at Lavender Bay. The amount outstanding as at 31 December 2017 was €21,048 thousand and payment will be made on 31 December 2025. As a result of a retroactive change in the interest rate charged on the outstanding consideration, an accrued interest payable amount of approximately €4 million has been reversed during the year ended 31 December 2017 and included in finance income in profit or loss.

A subsidiary of the Group is in dispute with a third party concerning a c. €4 million assignment of claims to this party by one of the subsidiary's contractors. Although the Group has recognized a €4 million provision regarding this claim, the Group's intention is to defend its position vigorously and its lawyers are handling the ongoing litigation. As at 30 June 2018, the €4 million provision is included in 'Trade and other payables' in Disposal Groups Held for Sale.

27. NAV per share

 

30 June 2018

31 December 2017

 

'000

'000

Total equity attributable to owners of the Company (€)

190,012

194,059

Number of common shares outstanding at end of period/year

904,627

904,627

NAV per share (€)

0.21

0.21

 

 

28. Related party transactions 

28.1 Directors' interest and remuneration

Directors' interest

Miltos Kambourides is the founder and managing partner of the Investment Manager.

The interests of the Directors as at 30 June 2018, all of which are beneficial, in the issued share capital of the Company as at this date were as follows:

 

Shares

 

'000

Miltos Kambourides (indirect holding)

66,019

Mark Townsend

282

Andrew Coppel

150

Save as disclosed, none of the Directors had any interest during the period in any material contract for the provision of services which was significant to the business of the Group.

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

€'000

€'000

Remuneration

310

388

Equity-settled share-based payment arrangements

8

34

Total remuneration

318

422

The Directors' remuneration details for the six-month periods ended 30 June 2018 and 30 June 2017 were as follows:

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

€'000

€'000

Andrew Coppel

115

115

Graham Warner

85

86

Robert Heller

30

101

Mark Townsend

40

28

Sue Farr

40

58

Total

310

388

Mr. Miltos Kambourides has waived his fees.

On 25 January 2018, Robert Heller and Sue Farr resigned from the Company's Board. Robert Heller no longer retains an interest in the stock options issued pursuant to the Company's Stock Option Programme.

28.2 Investment Manager remuneration

 

From 1 January 2018

to 30 June 2018

From 1 January 2017

to 30 June 2017

 

€'000

€'000

Fixed management fee

2,500

3,000

Variable management fees

1,506

1,606

Total remuneration

4,006

4,606

In line with the Amended and Restated IMA, signed in December 2016, with retroactive effect from 1 July 2016, the following arrangements came into effect:

 

 

i. Fixed management fee

The annual management fees for the second half of 2016 were retrospectively reduced from €8.5 million to €6.5 million per annum and have been set to a fixed declining annual amount equal to €6 million for 2017, €5 million for 2018 and €4 million for 2019.

Additionally, the term of the IMA has been reduced and will expire at the earlier of the end of the Divestment Period or 31 December 2019 rather than August 2020 as under the terms of the previous IMA. There will be no fixed management fee due for 2020.

ii. Variable management fee

A variable management fee has been introduced which will become payable solely upon the execution of each asset divestment by the Company. The variable management fee will be equal to a percentage of the enterprise value (i.e. the equity value of the asset plus any loans or other liabilities assumed by its purchaser) of any asset disposed by the Company during the Divestment Period at a valuation at or in excess of 50% of its latest reported NAV.

The variable management fee percentage will be equal to 3% for divestments executed within the second half 2016 and will be reduced to 2.5%, 2.0% and 1.3% for those concluded in 2017, 2018 and 2019 respectively, to the extent these are completed at 50% of relevant latest reported NAV. The variable management fee will increase in respect of transactions executed at sales prices exceeding 50% of their NAV.

The variable management fee will become payable to the Investment Manager three months from the completion of the respective disposal.

With regard to the disposal of Aristo and Pearl Island, the Manager will be entitled to a variable annual management fee equal to 3%, 2.5%, 2% and 1.3% on the portion of their corresponding Total Disposal Prices received by the Company within 2016, 2017, 2018 and 2019, respectively.

The Investment Manager was entitled to a performance fee payable under the terms of the previous IMA. There is no change to this entitlement. However, any performance fees earned under this arrangement will be fully deducted from any future annual management fees and variable management fees payable over the term of the IMA.

28.3 Shareholder and development agreements

Shareholder agreements

On 6 August 2012, the Company signed an agreement for the sale of eight out of the nine remaining Seafront Villas. The total base net consideration agreed for this sale was €10 million, with the Company also entitled to 50% profit participation in the sale of five Villas. It was also agreed that the Company would undertake the construction contract for the completion of the Villas and a €1 million deposit was paid upon signing. During 2013, the Company received an additional amount of €990 thousand. Completion remains pending.

On 1 November 2017, the Company along with the project's current minority shareholder entered into an agreement through its relevant project subsidiary companies, for a €16 million equity investment by One & Only Resorts Limited ('One & Only') in exchange for a 40% shareholding in Single Purpose Vehicle Fourteen Ltd, holding company of 100% of Kea Resort. The consideration will be deployed in the development of the Kea Resort, with the transaction including the operation of the Kea Resort and its residences by One & Only through long-term management and branding agreements. Completion of the investment agreement is subject to the Company meeting certain conditions including the revision of the construction permits to reflect the redesign of the Kea Resort to meet One & Only brand standards and the completion of a €30 million senior loan facility against the project together with the finalisation of the turn-key construction contract. Completion and commencement of the Kea Resort's construction is also subject to an additional €4 million equity injection in the Kea Resort by third party investors.

Development agreements

Pedro Gonzalez Holdings II Limited, a subsidiary of the Group in which the Company held a 60% stake, signed a Development Management agreement with DCI Holdings Twelve Limited ('DCI H12') in which the Group had a stake of 60%. Under its terms, DCI H12 undertook, among others, the management of permitting, construction, sale and marketing of the Pearl Island project. As stated in note 29, the Company entered into a share purchase agreement for the sale of its shareholding in the project on 17 January 2017 and completion took place on 13 March 2017. 

28.4 Other related parties

During the period ended 30 June 2018 and 30 June 2017, the Group did not enter into any related party transactions.

29. Business combinations

On 18 January 2018, the Group entered into an agreement for the disposal of its entire interest of 77.8% in the Sitia Bay Golf Resort ('project') to its minority partner in the project, Iktinos Hellas S.A., for a consideration of €14 million. The first instalment of €1.4 million was received on 22 January 2018 while the remaining €12.6 million was received on 3 April 2018.

On 5 February 2018, the Group entered into an agreement for the disposal of its entire interest of 100% in the Triopetra project to Deniage Ltd ('Deniage'). Deniage purchased the Group's entire shareholding interest for a total cash consideration of €4.1 million. The amount of €4 million was received on 5 February 2018 while the remaining €100 thousand will be withheld until the first anniversary from the transaction to cover any potential latent project liabilities.

 

 

Sitia Bay

Triopetra

 

Total

 

 

€'000

€'000

€'000

Investment property

 

(14,544)

(4,436)

(18,980)

Property, plant and equipment

 

(6,698)

-

(6,698)

Receivables and other assets

 

(138)

(36)

(174)

Cash and cash equivalents

 

(4)

-

(4)

Deferred tax liabilities

 

3,062

359

3,421

Trade and other payables

 

310

12

322

Net assets

 

(18,012)

(4,101)

(22,113)

Net assets disposed of - 77.8%/100%

 

(14,018)

(4,101)

(18,119)

Net proceeds on disposal

 

13,440

3,497

16,937

Loss on disposal recognised in profit or loss

 

(578)

(604)

(1,182)

Cash effect on disposal:

 

 

 

 

Net proceeds on disposal

 

13,440

3,497

16,937

Cash and cash equivalents

 

(4)

-

(4)

Net cash inflow on disposal

 

13,436

3,497

16,933

On 17 January 2017, the Company signed a share purchase agreement with Grivalia Hospitality S.A. ('Grivalia') for the sale of its 60% shareholding in all entities related with the Pearl Island. Completion of the disposal was subject to a corporate restructuring and to the consent of the appointed hotel operator to modifications of certain terms of the hotel management agreement. The consideration for the sale comprised a cash payment of €27 million, payable in the form of a €1 million non-returnable deposit, €24 million upon completion of the sale and the remaining €2 million to be retained in an escrow account for a period of 12 months post completion to cover any tax liabilities, potential breach of the Company's warranties or undisclosed indebtedness. Completion took place on 13 March 2017 with €24 million received by the Company on the same date while the escrowed amount of €2 million was received in full on 16 March 2018. 

 

 

€'000

Investment property

 

(28,108)

Property, plant and equipment

 

(25,990)

Receivables and other assets

 

(2,237)

Cash and cash equivalents

 

(183)

Deferred tax liabilities

 

1,238

Trade and other payables

 

11,652

Net assets

 

(43,628)

Net assets disposed of - 60% shareholding

 

(26,177)

Net proceeds on disposal

 

26,476

Gain on disposal recognised in profit or loss

 

299

Cash effect on disposal:

 

 

Net proceeds on disposal

 

26,476

Cash and cash equivalents

 

(183)

Net cash inflow on disposal

 

26,293

 

 

 

 

 

30. FINANCIAL RISK MANAGEMENT

The Group's financial risks and risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2017.

Fair values

The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the statement of financial position date.

31. Commitments

As of 30 June 2018, the Group had a total of €3,173 thousand contractual capital commitments on property, plant and equipment (31 December 2017: €2,695 thousand).

Non-cancellable operating lease rentals are payable as follows:

 

30 June 2018

31 December 2017

 

€'000

€'000

Less than one year

186

20

Between one and two years

9

11

Total

195

31

32. Contingent liabilities

Companies of the Group are involved in pending litigation. Such litigation principally relates to day-to-day operations as a developer of second-home residences and largely derives from certain clients and suppliers. Based on advice from the Group's legal advisers, the Investment Manager believes that there is sufficient defence against any claim and does not expect that the Group will suffer any material loss. All provisions in relation to these matters which are considered necessary have been recorded in these condensed consolidated interim financial statements.

If investment properties, trading properties and property, plant and equipment were sold at their fair market value, this would have given rise to a variable management fee to the Investment Manager, which would be based on the relevant IMA provisions.

In addition to the tax liabilities that have already been provided for in the condensed consolidated interim financial statements based on existing evidence, there is a possibility that additional tax liabilities may arise after the examination of the tax and other matters of the companies of the Group in the relevant tax jurisdictions.

The Group, under its normal course of business, guaranteed the development of properties in line with agreed specifications and time limits in favour of other parties.

33. SUBSEQUENT EVENTS

On 1 August 2018, the Group entered into a conditional agreement for the disposal of its 100% interest in the Amanzoe project and the sale of 20 Kilada Hills Golf plots to Grivalia.

Grivalia will purchase the Group's entire shareholding interest in Amanzoe through the acquisition of 100% of the shares in DCI 14, the holding company owning the project, for a total cash consideration of €5.8 million. Completion of the disposal is conditional on the completion of certain procedural steps for the transfer of the respective shares and the finalization of certain legal opinions relating to the transaction.

As part of the agreement, Grivalia will purchase 20 Golf plots in Dolphin's Kilada Hills Golf project for a €10 million cash consideration. Completion is conditional on the Company securing a senior development loan for the project, the issuance of final building permits and the tendering of a construction contract for the project's first phase development.

There were no other material events after the reporting period which have a bearing on the understanding of the condensed consolidated interim financial statements as at 30 June 2018.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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