TIDMBSP
RNS Number : 3470B
Black Sea Property PLC
30 September 2022
Friday 30 September, 2022
Black Sea Property
Half-year Report
BLACK SEA PROPERTY PLC
("Black Sea Property" or the "Company")
Half-yearly report for the period ended 30 June 2022
The Board of Black Sea Property PLC is pleased to announce its
interim report for the six-month period ended 30 June 2022.
Electronic copies of the interim report will be available at the
Company's website http://www.blackseapropertyplc.com
BLACK SEA PROPERTY PLC simon.hudd@d3ainvestments.com
Simon Hudd, Chairman
PETERHOUSE CAPITAL LIMITED
AQSE Corporate Adviser
Heena Karani and Duncan Vasey +44 (0) 20 7469 0930
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms
part of retained EU law (as defined in the European Union
(Withdrawal) Act 2018).
Black Sea Property PLC
HALF-YEARLY REPORT
FOR THE SIX MONTH PERIODED
30 JUNE 2022
Contents
Chairman's Statement
Consolidated Statement of Comprehensive Income..... 4
Consolidated Statement of Financial Position.............. 5
Consolidated Statement of Changes in Equity
..................6
Consolidated Statement of Cash Flows........................
7
Notes to the Financial
Statements................................ 8
Chairman's Statement
As at 30 June 2022, the significant shareholders of Black Sea
Property Plc ("the Company") were as follows:
Beneficial shareholder Holding Percentage
Neo London Capital
Plc 515,126,806 28.41%
Compass Capital JSC 304,354,182 16.78%
Mamferay Holdings
Limited 449,957,562 24.81%
Capman AM 92,000,000 5.07%
Interfund Investments
Plc 89,500,000 4.94%
The shareholder structure as at 31 December 2021 is the
following:
Beneficial shareholder Holding Percentage
Neo London Capital
Plc 515,126,806 28.41%
Compass Capital JSC 304,354,182 16.78%
Mamferay Holdings
Limited 449,957,562 24.81%
Capman AM 92,000,000 5.07%
Interfund Investments
Plc 89,500,000 4.94%
Chairman's statement
I am pleased to present the unaudited interim financial
statements of the Company for the six months ended 30 June
2022.
The unaudited net asset value as at 30 June 2022 was EUR24.3
million or 1.34 cents per share (30 December 2021: EUR24.9 million
or 1.37 cents per share).
During the period, the Company generated revenues of EUR152,646
(June 2020: EUR207,147) which resulted in a loss before taxation of
EUR553,150 (June 2021: EUR593,746). The results reflected other
income of EUR106,798 (June 2021: EUR213,543), property operating
expenses of EUR132,856 (June 2020: EUR271,863), other operating
expenses of EUR458,473 (June 2021: EUR278,605) and interest payable
and other charges of EUR215,287 (June 2020: EUR390,939). Loss per
share amounted to EUR0.03 cents (June 2021: EUR0.03 cents).
Camping South Beach EOOD ("CSB")
Throughout 2022 CSB continued operating in the challenging
environment marked by the far-reaching economic consequences of the
war in Ukraine, as well as post Covid implications.
The company struggled to preserve its position as a destination
for luxury camping holidays and beach houses in the significant
political and economic uncertainty created by the Ukraine conflict,
just when the COVID-19 pandemic started to recede.
Following the trend from the previous years, during the period
CSB relied to a great extent on domestic demand for high-end luxury
camping holidays. It has to be noted that, due to the relaxation of
travelling Covid restrictions, many domestic tourists have chosen
overseas holiday destinations which negatively influenced the
expected occupancy levels.
Camping South Beach achieved occupancy levels of around 44% in
July and 50% in August 2022. The occupancy levels reflect the
overall economic uncertainty, the rapidly rising inflation levels
due to energy and raw materials price increase.
Nevertheless, CSB has continued to provide hospitality services
at highest standards in a safe environment.
Chairman's Statement (continued)
2022 marked the second active season under the Concession
Agreement for the beach in front of the location, adding value to
the property and enabling synergy with the camp site. The term of
the Concession Agreement is 20 years. According to the Concession
Agreement, the investment requirements for 2022 amount to EUR 76
182 and have been successfully fulfilled.
Thou gh the outcome for 2023 is unclear due to the severe
international political situation, CSB will strive to strengthen
its position and will benefit from its competitive advantage due to
its prime location at the beachfront of one of the widest and most
beautifully-preserved beaches on the Black Sea coast.
Ivan Vazov 1 Building
In April 2022 the company started reconstruction works for the
historic Ivan Vazov building in central Sofia that is planned to be
completed by the end of Q2 2023.
The building consists of a basement floor, five floors and an
attic floor with total build-up area of 9 107 m2. The attic floor
will be converted into a mansard floor with the reconstruction of
the roof.
As the building is a historical monument (according to the
National Institute of Cultural Monuments) not only the outside, but
also the inside of the building with elements such as the columns,
the profiled cornices, the figures of Atlanteans and the mask of
Goddess on the façade and the iron ornamental wrought of the
entrance doors will be renovated.
The Company is carrying out all of the works in line with the
applicable regulations.
In parallel to the reconstruction process the renting out
process of the premises will proceed.
Byala Plots of Land ("Byala")
The public procedure for the Urban Master Plan of Byala
municipality region by the authorities has commenced, but the
approval process is not yet finished.
The Company is planning the development of plots of land at
Byala as a camping site with luxury bungalows, which is anticipated
to be complementary to existing investments at CSB. The project
will add value to the portfolio of the Company reflecting the high
demand of close-to-nature camp sites offering a safe and secure
environment for visitors.
Events after reporting date
Acquisition of Star Mil
Black Sea Property PLC, through its subsidiary has completed the
purchase of a 100% stake in Star Mil EOOD, and acquired all
outstanding loans due to its previous parent company, on 18 July
2022. The total consideration paid for Star Mil is approximately
EUR 5.15 million. Star Mil owns the Black Sea Star hotel complex,
located in a prime location on the Black Sea Coast, behind the
Company's existing site at Camping Gradina. The rationale behind
the investment is the opportunity for synergy and economy of scale
with the joint development and management of Camping Gradina and
Black Sea Star.
Chairman's Statement (continued)
The acquisition was part ialy financed through a loan from a
leading Bulgarian commercial bank amounting to approximately EUR
4.2 million for the acquisition of all receivables of Star Mil. The
funding was secured by a commercial mortgage on the property of
Star Mil and the Company agreed to provide additional security to
the bank in accordance with normal commercial practice. The Company
financed the outstanding EUR 1 million of the consideration by way
of cash.
Outlook
The impact of the severe political and economic situation due to
the war in Ukraine, just when the Covid-19 pandemic started to
recede will affect negatively all economic segments.
Energy and raw material prices have risen sharply, further
accelerating inflationary pressures.
The Directors are taking cautious measures to diminish and
manage the cash flow and cost base of the Company and are confident
that the business is well equipped to withstand this near-term
uncertainty .
The Company will follow its strategy to invest in real estate
assets in Bulgaria and to develop and maintain its portfolio.
The Directors of the Company are responsible for the contents of
this announcement.
Simon Hudd
Chairman
29 September 2022
Consolidated Statement of Comprehensive Income
for the period ended 30 June 2022
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 30 June 31 December
2022 2021 2021
Notes EUR EUR EUR
Total revenue
Revenue 152,646 207,147 1,246,616
Property operating expenses (132,856) (271,863) (568,559)
------------ ------------ -------------
Net rental and related income 19,790 (64,716) 678,057
------------ ------------ -------------
(Loss)/gain on revaluation of investment
properties (3,430) (60,674) 554,443
Net (loss)/gain on investment property (3,430) (60,674) 554,443
------------ ------------ -------------
Administration and other expenses 6 (458,473) (278,605) (858,290)
Total operating (loss)/profit (442,113) (403,995) 374,210
------------ ------------ -------------
Operating (loss)/profit before interest
and tax
Other income 7 106,798 213,543 1,287,782
Losses from investments accounted
for using the equity method (2,548) (12,355) (14,765)
Profit from disposal of subsidiary - - 1,718,367
Interest payable and similar charges (215,287) (390,939) (825,739)
(Loss)/profit before tax (553,150) (593,746) 2,539,855
Tax expense (62,266) - (53,471)
(Loss)/profit and total comprehensive
income for the period (615,416) (593,746) 2,486,384
============ ============ =============
(Loss)/Profit and total comprehensive
income attributable to the:
- shareholders of the parent company (615,416) (552,335) 2,537,817
- non-controlling interest - (41,411) (51,433)
(Loss)/earnings per share
Basic & Diluted(loss)/earnings per
share (cents) 8 (0,03) (0,03) 0,14
The notes form an integral part of these financial
statements.
The financial statements were approved and authorised for issue
by the Board of Directors on 29 September 2022
and were signed on their behalf by:
Chairman Director
Simon Hudd Ventsislava Altanova
Consolidated Statement of Financial Position at 30 June 2022
(Unaudited) (Audited)
30 June 31 December
2022 2021
Notes EUR EUR
Non-current assets
Investment properties 10 38,211,523 38,144,730
Intangible assets 11 606,685 513,377
Property, plant and equipment 31,477 24,883
Trade and other receivables 12 806,600 -
Investment in associate - 2,548
Total non-current assets 39,656,285 38,685,538
-------------- --------------
Current assets
Trade and other receivables 12 5,803,160 4,906,752
Cash and cash equivalents 1,508,693 326,188
Total current assets 7,311,853 5,232,940
-------------- --------------
Total assets 46,968,138 43,918,478
============== ==============
Equity and liabilities
Issued share capital 70,699,442 70,699,442
Retained deficit (44,851,522) (44,236,106)
Foreign exchange reserve (1,533,086) (1,533,086)
-------------- --------------
Total equity 24,314,834 24,930,250
-------------- --------------
Non-current liabilities
Bank loans 14 14,702,657 14,521,076
Trade payables 15 550,680 560,615
Deferred tax liability 9 1,949,249 1,944,802
-------------- --------------
Total non-current liabilities 17,202,586 17,026,493
-------------- --------------
Current liabilities
Bank loans 14 2,009,388 1,768,735
Related party payables 16 2,520,518 -
Trade payables 15 920,812 193,000
Total current liabilities 5,450,718 1,961,735
-------------- --------------
Total liabilities 22,653,304 18,988,228
-------------- --------------
Total equity and liabilities 46,968,138 43,918,478
============== ==============
Number of ordinary shares in issue 1,813,323,603 1,813,323,603
NAV per ordinary share (cents) 17 1.34 1.37
The notes form an integral part of these financial
statements.
The financial statements were approved and authorised for issue
by the Board of Directors on 29 September 2022
and were signed on their behalf by:
Chairman Director
Simon Hudd Ventsislava Altanov
Consolidated Statement of Changes in Equity for the period ended
30 June 2022
Share Retained Foreign Total equity Non-controlling Total
capital earnings currency attributable interests
translation to the parent
reserve company
EUR EUR EUR EUR EUR EUR
At 1 January 2021 70,699,442 (46,773,922) (1,533,086) 22,392,434 (3,065,234) 19,327,199
Profit for the period - (552,335) - (552,335) (41,411) (593,746)
----------- ------------- ------------- --------------- ---------------- -----------
Total comprehensive income - (552,335) - (552,335) (41,411) (593,746)
----------- ------------- ------------- --------------- ---------------- -----------
At 30 June 2021
(unaudited) 70,699,442 (47,326,257) (1,533,086) 21,840,099 (3,106,645) 18,733,454
----------- ------------- ------------- --------------- ---------------- -----------
At 1 January 2021 70,699,442 (46,773,922) (1,533,086) 22,392,434 (3,065,234) 19,327,199
Business disposal - - - - 3,116,667 3,116,667
----------- ------------- ------------- --------------- ---------------- -----------
Transactions with owners - - - - 3,116,667 3,116,667
Profit for the year - 2,537,817 - 2,537,817 (51,433) 2,486,384
Total comprehensive income - 2,537,817 - 2,537,817 (51,433) 2,486,384
----------- ------------- ------------- --------------- ---------------- -----------
At 31 December 2021
(audited) 70,699,442 (44,236,106) (1,533,086) 24,930,250 - 24,930,250
=========== ============= ============= =============== ================ ===========
At 1 January 2022 70,699,442 (44,236,106) (1,533,086) 24,930,250 - 24,930,250
Profit for the period - (615,416) - (615,416) - (615,416)
Total comprehensive income - (615,416) - (615,416) - (615,416)
----------- ------------- ------------- --------------- ---------------- -----------
At 30 June 2022
(unaudited) 70,699,442 (44,851,522) (1,533,086) 24,314,834 - 24,314,834
=========== ============= ============= =============== ================ ===========
The notes form an integral part of these financial
statements.
The financial statements were approved and authorised for issue
by the Board of Directors on 29 September 2022
and were signed on their behalf by:
Chairman Director
Simon Hudd Ventsislava Altanova
Consolidated Statement of Cash Flows
for the period ended 30 June 2022
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 2022 30 June 2021 31 December
2021
EUR EUR EUR
Operating activities
(Loss)/profit before tax (553,150) (593,746) 2,539,855
Profit from disposal of subsidiaries - - (1,718,367)
Loss from disposal of investment property - - 192,788
Loss/(gain) on revaluation of investment ( 554,443
properties 3,430 60,674 )
Loss from investments accounted for
using the equity method 2,548 12,355 14,765
Impairment of intangible fixed assets (142,499) - 142,499
Amortization of intangible fixed assets 49,191 - -
Depreciation of property, plant and
equipment 1,586 - 2,899
Other income (94,882) (213,543) (1,277,756)
Finance expense 215,288 390,939 825,739
Changes in the working capital (518,488) (343,321) 167,979
Decrease/(increase) in receivables (254,811) 19,310 (238,422)
(Decrease)/increase in payables 715,094 226,315 (940,143)
Cash used in operation (58,205) (97,696) (1,010,586)
Net cash outflow from operating activities (58,205) (97,696) (1,010,586)
Investing activities
Investment property additions and acquisitions (1,526,600) (294,298) (673,764)
Proceeds from sale of investment property - 1,000,000 1,270,800
Loans granted (29,235) (89,936) -
Loan repayments 38,244 153,259 -
Interest received 84,466 208,660 1,277,756
Cash held by the (disposed)/acquired
subsidiary - - (32,923)
Net cash (outflow)/ from investing
activities (1,433,125) 977,685 1,841,869
Financing activities
Interests paid and other charges (215,943) (316,333) (575,027)
Loans received 2,939,083 400,000 -
Loan repayment - (407,363) (272,286)
Other flows from financing activities (49,305) (5,348) (27,979)
Net cash inflow/(outflow) from financing
activities 2,673,835 (329,044) (875,292)
Net increase/(decrease) in cash and
cash equivalents 1,182,505 550,945 (44,009)
Cash and cash equivalents at beginning
of period 326,188 370,197 370,197
Cash and cash equivalents at end of
period 1,508,693 921,142 326,188
============= ============= ============
The notes form an integral part of these financial
statements.
The financial statements were approved and authorised for issue
by the Board of Directors on 29 September 2022
and were signed on their behalf by:
Chairman Director
Simon Hudd Ventsislava Altanova
Notes to the Financial Statements for the period ended 30 June
2022
1. General information
Black Sea Property Plc (the Company) is a company incorporated
and domiciled in the Isle of Man whose shares are publicly traded
on the Aquis Stock Exchange in London.
2. Statement of compliance
These interim consolidated 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 2021.
The consolidated financial statements of the Group as at and for
the year ended 31 December 2021 are available upon request from the
Company's registered office at 6th Floor, Victory House, Prospect
Hill, Douglas, Isle of Man or at www.blackseapropertyplc.com.
These interim consolidated financial statements were approved by
the Board of Directors on 29 September 2022.
3. Significant accounting policies
The accounting policies applied in these interim financial
statements, except for the ones listed below, are the same as those
applied in the Group's consolidated financial statements as at and
for the year ended 31 December 2021.
4. Financial risk management policies
The principal risks and uncertainties are consistent with those
disclosed in preparation of the Group's annual financial statements
for the year ended 31 December 2021.
5. Disposal of ECDC group
On 30 September 2021, the Company successfully completed the
disposal of 100% of European Convergence Development (Cayman)
Limited ("ECD Cayman") and ECD Management (Cayman) Limited ("ECD
Management"). The consideration receivable for ECD Cayman and ECD
Management in total is EUR4,500,000. Both companies were
subsidiaries of Black Sea Property PLC.
The fair value of assets and liabilities disposed were as
follows:
EUR
Investment properties 3,585,404
Trade and other receivables 723,333
Cash and cash equivalents 32,923
Trade payables (20,224)
Loan payables (4,632,418)
------------
Net identifiable assets (310,982)
------------
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
5. Disposal of ECDC group (continued )
The profit on disposal of the ECD Cayman group is presented as
follows:
EUR
Net identifiable assets (310,982)
FX differences on disposal (24,052)
Non-controlling interest 3,116,667
Consideration receivable (4,500,000)
------------
1,718,367
------------
6. Administration and other expenses
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 30 June 31 December
2022 2021 2021
EUR EUR EUR
Directors' remuneration 27,818 23,595 62,101
Investment advisory fees 107,358 107,136 214,272
Legal and professional fees 309,746 106,815 378,988
Other administration and sundry expenses 13,551 41,059 202,929
458,473 278,605 858,290
------------ ------------ ------------
7. Other income
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 30 June 31 December
2022 2021 2021
EUR EUR EUR
Interest income - receivable balances 94,882 113,371 1,277,756
Reversal of fair value adjustment of - 96,223 -
CSB acquisition receivable balance
Reintegration of expected credit losses - 3,950 -
Others 11,916 - 10,026
106,798 213,543 1,287,782
------------ ------------ ------------
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
8. (Loss)/earnings per share
The basic (loss)/earnings per ordinary share is calculated by
dividing the net (loss)/profit attributable to the ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the period.
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year ended
to to
30 June 30 June 31 December
2022 2021 2021
EUR EUR EUR
(Loss)/earnings attributable to owners
of parent EUR (615,416) (552,335) 2,537,871
Weighted average number of ordinary
shares in issue 1,813,323,603 1,813,323,603 1,783,601,434
Basic (loss)/earnings per share (cents) (0.03) (0.03) 0.14
-------------- -------------- --------------
The Company has no potential dilutive ordinary shares; the
diluted (loss)/earnings per share is the same as the basic
(loss)/earnings per share.
9. Taxation
Isle of Man
There is no taxation payable on the Company's or its Jersey
subsidiaries' results as they are based in the Isle of Man and in
Jersey respectively where the Corporate Income Tax rates for
resident companies are 0% (2021: 0%). Additionally, neither the
Isle of Man nor Jersey levies tax on capital gains.
Consequently, shareholder's resident outside of the Isle of Man
and Jersey will not incur any withholding tax in those
jurisdictions on any distributions made to them.
Bulgaria
Subsidiaries of the Company incorporated in Bulgaria are taxed
in accordance with the applicable tax laws of Bulgaria. The
Bulgarian corporate tax rate for the year was 10% (2021: 10%).
No deferred tax assets are recognised on trading losses in the
subsidiary companies as there is significant uncertainty as to
whether sufficient future profits will be available in order to
utilise these losses.
A reconciliation of the tax charge for the year to the standard
rate of corporation tax for the Isle of Man of 0% (2021: 0%) is
shown below.
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
9. Taxation (continued)
(Unaudited) (Audited)
30 June 31 December
2021
2021 EUR
EUR
--------------------------------------------- ------------- -------------
(Loss)/Profit before tax (553,150) 2,539,855
--------------------------------------------- ------------- -------------
Profit on ordinary activities multiplied by - -
the standard rate in the Isle of Man of 0%
(2021: 0%)
Effect of different tax rates in different
countries 57,819 50,468
Deferred tax liability movement 4,447 3,003
--------------------------------------------- ------------- -------------
Current charge for the year 62,266 53,471
--------------------------------------------- ------------- -------------
Bulgarian tax losses brought-forward at 10% (183,943) (190,958)
Tax losses utilised in the year - 7,015
--------------------------------------------- ------------- -------------
Bulgarian tax losses carried-forward at 10% (183,943) (183,943)
--------------------------------------------- ------------- -------------
Deferred tax liability
Opening deferred tax liability balance 1,944,802 1,941,799
Deferred tax liability on fair value uplift
of investment property on
Acquisition/(disposal) of a subsidiary - (34,860)
Bulgarian deferred tax liability charge 4,447 3,063
Deferred tax liability on fair value uplift
of investment property - 34,800
Closing deferred tax liability balance 1,949,249 1,944,802
--------------------------------------------- ------------- -------------
10. Investment properties
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Beginning of year 38,144,730 42,360,142
Additions 70,223 66,287
Disposals - (4,836,142)
Fair value adjustment (3,430) 554,443
------------ ------------
Total investment property 38,211,523 38,144,730
------------ ------------
Ivan Vazov 1 Building 11,251,523 11,184,730
Camp South Beach 16,230,000 16,230,000
Byala Land 10,730,000 10,730,000
Total investment property 38,211,523 38,144,730
------------ ------------
The Directors confirm that there are no material changes in the
valuation of investments as of 30 June 2022.
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
10. Investment properties (continued)
With the prior year sale of the ECD group, the group disposed of
the three plots in Plovdiv (through European Convergence
Development (Malta) Limited) and the two plots in Burgas with a
fair value of EUR4,836,142.
The valuations of the other Group properties at 31 December 2021
were based on the most recent independent valuation received for
each property. The valuations were performed by external accredited
independent valuers with recognised professional qualifications and
with recent experience in the location and category of the
investment properties being valued.
The fair value of completed investment property has been
determined on a market value basis in accordance with the RICS "Red
Book". In arriving at their estimates of market values, the valuers
have used their market knowledge and professional judgement,
historical transactional comparables and discounted cash flow
forecasts. The highest and best use of the investment properties is
not considered to be different from its current use.
The cost of the investment properties comprises their purchase
price and directly attributable expenditure. Directly attributable
expenditure includes professional fees for legal services and stamp
duty land tax.
11. Intangible assets
At the end of 2020, after participating in an open concession
award procedure, the Group through Camping South Beach received the
concession rights over the sea beach "Camping Gradina". During the
active summer season of 2021, the beach is managed by CSB under the
terms of a lease agreement. The concession agreement enters into
force on 17.10.2020, and at the beginning of 2021 the handover of
the sea beach by the grantor Ministry of Tourism to the
concessionaire was carried out. The term of the contract is 20
years. The concession contract of CSB grants the right to operate
the sea beach, performing alone or through subcontractors providing
visitors to the sea beach of the following services: beach
services, including the provision of umbrellas and sunbeds,
services in fast food restaurants, sports and entertainment
services, water attraction services, health and rehabilitation
services and other events, after prior agreement with the grantor.
A condition for operation of the concession site is the
implementation of mandatory activities, which include provision of
water rescue activities, security of the adjacent water area,
health and medical services for beach users, sanitary and hygienic
maintenance of the beach, maintenance for use of the elements
of
the technical infrastructure, the temporary connections, the
movable objects, the facilities and their safe functioning.
In 2020 the Group has paid the first due concession fee, which
provides the period from the date of entry into force of the
concession agreement until the end of the same calendar year and
the period from January 1 of the last calendar year in which the
concession agreement is valid until the date upon expiration of the
contract.
According to the financial model presented by the Company, which
is accepted by the grantor and is an integral part of the
concession agreement, for the concession period the Group will make
additional investments related to the implementation of mandatory
activities and investments to improve access to the beach. After
the expiration of the concession contract, all constructed sites
remain the property of the grantor. The activities related to the
operation of the concession site are performed by the
concessionaire at his risk and at his expense. The cost of the
acquired intangible assets was EUR655,876 and no amortization
expenses were recognized in 2020. During the prior year, the
acquired intangible asset was impaired by EUR142,499 however the
impairment of EUR142,499 was fully reversed in the current period.
The acquired intangible asset was amortized by EUR49,191 in the
current period.
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
12. Trade and other receivables
Non-current trade and other receivables can be presented as
follows:
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Trade receivables* 806,600 -
806,600 -
------------ ------------
The current trade and other receivables can be presented as
follows:
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Trade receivables* 1,285,750 406,729
Amount receivable from the sale of the ECDC
group 4,500,000 4,500,000
Prepayments 17,410 23
5,803,160 4,906,752
------------ ------------
*All amounts are due within one year. The expected credit losses
(ECL) for this amount is nil.
13. Issued share capital
(Unaudited) (Audited)
Authorised As at As at
30 June 31 December
2022 2021
Founder shares of no par value 10 10
Founder shares of no par value Unlimited Unlimited
Issued and fully paid EUR EUR
2 Founders shares of no par value (2021: 2) - -
1,813,323,603 ordinary shares of no par value
(2021: 1,813,323,603) 70,699,442 70,699,442
The Founders shares do not carry any rights to dividends or
profits and on liquidation they will rank behind Shares for the
return of the amount paid up on each of them. The shares carry the
right to receive notice of and attend general meetings, but carry
no right to vote thereat unless there are no Participating Shares
in issue.
Capital management
The Directors consider capital to be the net assets of the
Group. The capital of the Company will be managed in accordance
with the Investment Strategy documented on the Company's
website.
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
14. Bank Loans
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Loan from UniCredit (a & b) 7,421,345 7,016,178
Central Cooperative Bank (c) 9,290,700 9,273,633
-------------------------------- ------------ -----------------------
16,712,045 16,289,811
------------ -----------------------
Long term bank loans 14,702,657 14,521,076
Current bank loans 2,009,388 1,768,735
------------ -----------------------
Reconciliation of bank loans
Beginning of year (gross loan) 16,289,811 17,385,138
Bank loan arrangement fees (49,305) -
Interest charged 248,399 541,883
Loan received 439,083 -
Principal repayments - (1,062,183)
Interest payments (215,943) (575,027)
Total bank loans 16,712,045 16,289,811
-------------------------------- ------------ -----------------------
a) In October 2017, the Company entered into a secured debt
funding of EUR7 million from UniCredit Bulbank AD ("UniCredit"), a
leading Bulgarian commercial bank which was used to complete the
acquisition of the Ivan Vazov 1 Building. The debt funding from
UniCredit is secured by a commercial mortgage on the property
valued at EUR11,251,523 (see note 10). The term of the debt funding
is thirty-six months from date of execution of the loan
documentation. The repayment shall be made as a one-off payment on
the repayment deadline. The company renegotiated the terms of the
loan, extending the repayment period until 30 November 2033 and
changed the margin to the interest rate to 2%.
b) In November 2021, the Company entered into a secured debt
funding of up to EUR2.3 million from UniCredit Bulbank AD
("UniCredit"), a leading Bulgarian commercial bank which was used
to partly finance the construction costs for the planned renovation
of the roof and overhaul of the administrative building known as
the Ivan Vazov 1 Building. The secured debt funding is made up of
an investment limit of up to EUR1.8 million and a revolving limit
of up to EUR0.5 million. The debt funding from UniCredit is secured
by a commercial mortgage on the property valued at EUR11,251,523
(see note 10). The debt funding is also secured by a first rank
pledge of all the receivables, claims, rights and interests, both
current and future, of the company along with a second ranking
registered pledge of the commercial enterprise of the company and a
second ranking pledge of 100% of the shares of the capital of the
company. The utilization deadline of EUR1.5 million of the
investment limit is no later than 30 November 2023 while the
utilization deadline of the remaining EUR0.3 million is no later
than 30 November 2024. There is a grace period on the repayment of
the principal amount due until 30 November 2023. After this date
the principal will be
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
14. Bank Loans (continued)
repaid in equal monthly instalments. Interest is also repayable
monthly with no grace period agreed. The repayment period is up
until 30 November 2033. The utilization deadline of EUR0.5 million
of the revolving limit is no later than 30 November 2023.The
repayment of the revolving limit is made within 6 months of each
utilized amount and the repayment period is up until 30 May
2024.
The interest on the loan is the average deposit interest of the
bank plus 2.00% (2021: 2.00%).
a) Central Cooperative bank loan and overdraft
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Central Cooperative Bank overdraft (i) 665,381 662,737
Central Cooperative Bank overdraft (ii) 7,073,251 6,938,614
Central Cooperative Bank investment loan
(ii) 1,552,068 1,672,282
------------ ------------
9,290,700 9,273,633
------------ ------------
(i) This is an overdraft with Central Cooperative Bank. The
interest on the account is 4% and was repayable on 24 June 2020
however the terms of the contract were extended to 24 June 2021. At
the date these financial statements were signed the Company made an
extension of the credit repayment period by 12 months.5
(i) The interest rate on the overdraft and the investment loan
is 3.6%. The maturity date for both the overdraft and the
investment loan is 21 January 2028.
In March 2020, the Group successfully negotiated reduction of
the interest rates on the loans due to Central Cooperative Bank to
2.8%. The loan is secured by the commercial property of South Beach
(Gradina) Camp which includes all the tangible fixed assets of the
property along with the mortgage on the land.
15. Trade and other payables
Non-current trade and other payables can be presented as
follows:
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Concession payable 550,680 560,615
550,680 560,615
------------ ------------
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
15. Trade and other payables (continued)
The current trade and other payables can be presented as
follows:
(Unaudited) (Audited)
30 June 31 December
2022 2021
EUR EUR
Trade creditors 57,394 23,074
Concession payable 23,365 23,008
Other payables 1,727,194 146,918
------------ ------------
1,807,953 193,000
------------ ------------
16. Related party transactions
In the current year, the Group obtained a short-term loan of EUR
2,500,000 from Neo London Capital AD at a fixed interest rate of
4.25% and due in September 2022. At the end of the period the
amount payable on the loan amounted to EUR2,520,518 (2021:
EURnil).
In July 2017, the Company appointed Phoenix Capital Management
JSC as its investment adviser with responsibility for advising on
the investment of the Company's property portfolio. Phoenix Capital
Holding Plc owns 79.99% of the Phoenix Capital Management JSC
shares. Phoenix Capital Holding Plc, through its wholly owned
subsidiary Mamferay Holdings Ltd, holds 24.81% (31.12.2020: 24.81%)
of the issued share capital of the Company. Phoenix Capital
Management JSC received fees of EUR107,358 (2021: EUR214,272). The
amount outstanding as at 30.06.2022 is EUR 160,926 (31.12.2021:
EUR53,568).
17. Net asset value per share
(Unaudited) (Unaudited)
30 June 30 June
2022 2021
EUR EUR
Net assets attributable to owners of the parent
(EUR) 24,314,834 24,930,250
Number of ordinary shares outstanding 1,813,323,603 1,813,323,603
Net Asset Value (cents) 1.34 1.37
-------------- --------------
18. Events after reporting date
Lending agreed for the acquisition of Star Mil EOOD, UIC
Black Sea Property PLC entered into lending terms with a leading
Bulgarian commercial bank for payment of part of the price for the
acquisition of all receivables of Star Mil EOOD, UIC ("Star
Mil").
The bank agreed to lend the Company up to BGN 8,150,000
(approximately EUR 4.2 million) for payment of part of the price
for the acquisition of all receivables of Star Mil. The funding was
secured by a commercial mortgage on the property of Star Mil and
the Company agreed to provide additional security to the bank in
accordance with normal commercial practice. The Company shall
further finance the acquisition of Star Mil by way of a cash
investment amounting to EUR 1 million.
Notes to the Financial Statements for the period ended 30 June
2022 (continued)
18. Events after reporting date (continued)
Acquisition of Star Mil EOOD, UIC
Black Sea Property PLC purchased 100% stake in Star Mil EOOD,
UIC ("Star Mil") and acquired all outstanding loans due to its
previous parent company, on 18 July 2022. The total consideration
paid for Star Mil was approximately EUR5.15 million. Star Mil owns
the Black Sea Star hotel complex, located in a prime location on
the Black Sea Coast, behind the Company's existing site at Camping
Gradina. The Acquisition of Star Mil provides opportunities for
synergies and economies of scale with the joint development and
management of Camping Gradina and Black Sea Star.
The Acquisition was part financed through a loan from a leading
Bulgarian commercial bank amounting to BGN 8,150,000 (approximately
EUR 4.2 million) for the acquisition of all receivables of Star
Mil. The Company financed the outstanding EUR 1 million of the
consideration by way of cash.
Renegotiation of terms with Neo London Capital AD
Black Sea Property PLC entered into discussions with Neo London
Capital AD with the aim of extending the terms of the loan
agreement. The aim is to extend the term of the loan from being
repayable in September 2022 to being repayable on or before 31
March 2023. The loan amount and fixed repayment rate will not be
changed. Black Sea Property PLC are in advanced stages of the
negotiations and the Directors are confident that a positive
agreement will be reached.
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END
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