DCI ADVISORS LTD
(FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD) CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six-month period ended 30 June 2024
CONTENTS | Page |
Chairman's Statement | 1-2 |
Managing Directors' Report | 3 |
Condensed consolidated statement of profit or loss and other comprehensive income | 4 |
Condensed consolidated statement of financial position | 5 |
Condensed consolidated statement of changes in equity | 6 |
Condensed consolidated statement of cash flows | 7 |
Notes to the condensed consolidated interim financial statements | 8-16 |
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD) CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024
Chairman's Statement
Dear Shareholder,
I am pleased to report on the Interim results for the first half of 2024.
The Company remains focused on enhancing its corporate governance and implementing the new investment policy and realisation strategy approved by shareholders in December 2021. The Directors will continue to oversee the Company's operations, manage its assets, and work towards their sale in line with the new policy, while also returning surplus capital to shareholders.
Since the removal of Dolphin Capital Partners as investment manager on 20 2023, and Miltos Kambourides from the board of DCI Advisors Ltd on March 18, 2023, the Company has entered a stabilisation phase. During this time, efforts have been focused on securing and managing its assets, preparing them for sale. Construction at Kilada Hills has resumed, with improved cost-efficiency to ensure the completion of Phase One, which is when the asset is expected to be sold. Asset sale processes already underway have remained on track, although none have yet reached a conclusion that requires notification.
Extraordinary General Meeting - 18th December 2024
At the EGM held on 19th December 2024, shareholders approved the redomicile of the Company from the British Virgin Islands to Guernsey and this duly happened on 23 December 2024. The Board would like to thank shareholders for their engagement in passing this resolution. The new Articles of Association of the Company contain a mechanism to enable it to return surplus capital to shareholders.
Summary of Financial Performance
At the 30 June 2024, the Net Asset value of the Company measured as the equity attributable to owners of the Company was € 123.7 million (31 December 2023: €126.1 million) representing a decrease of 2% compared to 31 December 2023. The net loss, after tax attributable to the owners of the company, was €2.77 million (2023: loss €3.36 million).
Re-Listing
Further to the publication of these interim results, we believe that the lifting of the suspension in dealing in the Company shares will be imminent. An announcement of the timing in this resumption in dealing in the Company's shares will be made via an RNS.
Additional Director
It is our intention to appoint a new independent Director in the coming months in order to enhance the corporate governance within the Company. We will update shareholders as soon as the process has been completed.
At the request of DCI Advisors's substantial shareholder, Almitas Capital, there will be further EGM on 28th February 2025 to propose that Martin Adams be re-elected to the Board as a non-executive Director. Your Directors will communicate their response to this requisition shortly.
I would like to thank shareholders and our numerous service providers for the support and confidence that they have given the Board in proceeding with the changes outlined above.
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Sean Hurst
Chairman
DCI Advisors Ltd
23 January 2025
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DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD) CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024
Managing Directors' Statement
The audited Annual Report to 31 December 2023 was only issued on 16 January 2025 and the Managing Director's Report in it commented on all events up to that date. There is no further news to report from that date to the date on which this Interim Report is issued."
Nicolai Huls, Managing Director
Nick Paris, Managing Director
DCI Advisors Ltd
23 January 2025
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DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six-month period ended 30 June 2024
6 Months | 6 Months | ||
ended | ended | ||
Continuing operations | 30 June | 30 June | |
2024 | 2023 | ||
(Unaudited) | (Unaudited) | ||
Note | €'000 | €'000 | |
Revenue | 5 | 4 | |
Gross profit | 5 | 4 | |
Gain on disposal of equity-accounted investees | - | ||
Change in valuations | - | - | |
Directors' remuneration | (188) | (187) | |
Professional fees | 6 | (1,433) | (1,910) |
Administrative and other expenses | 7 | (494) | (828) |
Total operating and other expenses | (2,115) | (2,925) | |
Results from operating activities | (2,115) | (2,921) | |
Finance income | - | 57 | |
Finance costs | (426) | (526) | |
Net finance costs | (426) | (469) | |
Share of losses on equity-accounted investees | - | - | |
Loss before taxation | (2,536) | (3,390) | |
Taxation | - | (1) | |
Loss from continuing operations | (2,536) | (3,391) | |
Discontinued operation | |||
Loss from discontinued operation | (274) | (153) | |
Profit/loss for the year | (2,810) | (3,544) | |
Other comprehensive Loss | |||
Foreign currency translation differences | - | (69) | |
Other comprehensive loss, net of tax | - | (69) | |
Total comprehensive loss | (2,810) | (3,613) | |
Loss attributable to: | |||
Owners of the Company | (2,772) | (3,286) | |
Non-controlling interests | (38) | (258) | |
(2,810) | (3,544) | ||
Total comprehensive loss attributable to: | |||
Owners of the Company | (2,772) | (3,355) | |
Non-controlling interests | (38) | (258) | |
(2,810) | (3,613) | ||
LOSS PER SHARE | |||
Basic and diluted loss per share (€) | 10 | (0.003) | (0.004) |
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DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
30 June | 31 December | ||
2024 | 2023 | ||
Note | (Unaudited) | (Audited) | |
ASSETS | €'000 | €'000 | |
Property, plant and equipment | 8 | 43,204 | 42,240 |
Investment property | 27,903 | 27,903 | |
Equity-accounted investees | 42,694 | 42,694 | |
Non-current assets | 113,801 | 112,837 | |
Trading properties | 56,517 | 56,516 | |
Receivables and other assets | 10 | 4,213 | 4,530 |
Cash and cash equivalents | 90 | 471 | |
Assets held for sale | 24,399 | 24,388 | |
Current assets | 85,219 | 85,905 | |
Total assets | 199,020 | 198,742 | |
EQUITY | |||
Share capital | 11 | 9,046 | 9,046 |
Share premium | 11 | 569,847 | 569,847 |
Retained deficit | (468,339) | (465,567) | |
Other reserves | 13,118 | 13,118 | |
Equity attributable to owners of the Company | 123,672 | 126,444 | |
Non-controlling interests | 4,243 | 4,281 | |
Total equity | 127,915 | 130,725 | |
LIABILITIES | |||
Loans and borrowings | 12 | 11,298 | 11,298 |
Deferred tax liabilities | 3,322 | 3,322 | |
Lease liabilities | 10,203 | 10,998 | |
Trade and other payables | 13 | 21,013 | 21,004 |
Non-current liabilities | 45,836 | 46,622 | |
Loans and borrowings | 12 | 5,908 | 2,893 |
Lease liabilities | 88 | 88 | |
Trade and other payables | 13 | 12,095 | 11,236 |
Liabilities directly associated with the assets held for sale | 7,178 | 7,178 | |
Current liabilities | 25,269 | 21,395 | |
Total liabilities | 71,105 | 68,017 | |
Total equity and liabilities | 199,020 | 198,742 | |
Net asset value ('NAV') per share (€) | 14 | 0.14 | 0.14 |
The condensed consolidated financial statements were authorised for issue by the Board of Directors on 23January 2025.
Nick Paris | Nicolai Huls |
Managing Director | Managing Director |
5 |
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six-month period ended 30 June 2024
Attributable to owners of the Company | Non-controlling | Total | ||||||
Share | Share | Translation | Revaluation | Retained | ||||
capital | premium | reserve | reserve | deficit | Total | interests | equity | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 1 January 2023 | 9,046 | 569,847 | 249 | 279 | (467,314) | 112,107 | 8,440 | 120,547 |
COMPREHENSIVE INCOME | ||||||||
Loss | - | - | - | - | (3,286) | (3,286) | (258) | (3,544) |
Other comprehensive income | (69) | |||||||
Foreign currency translation differences | (69) | - | - | - | (69) | |||
Total other comprehensive income | - | - | (69) | - | - | (69) | - | (69) |
Total comprehensive income | - | - | (69) | - | (3,286) | (3,355) | (258) | (3,613) |
TRANSACTIONS WITH OWNERS OF THE COMPANY | ||||||||
Changes in ownership interests in subsidiaries | ||||||||
Disposal of interests without a change in control | - | - | - | - | - | - | - | - |
Total transactions with owners of the Company | - | - | - | - | - | - | - | - |
Balance at 30 June 2023 | 9,046 | 569,847 | 180 | 279 | (470,600) | 108,752 | 8,182 | 116,934 |
Balance at 1 January 2024 | 9,046 | 569,847 | 180 | 12,938 | (465,567) | 126,444 | 4,281 | 130,725 |
COMPREHENSIVE INCOME | (2,772) | (2,772) | (38) | (2,810) | ||||
Loss | - | - | - | - | ||||
Other comprehensive income | ||||||||
Foreign currency translation differences | - | - | - | - | - | - | - | - |
Total other comprehensive income | - | - | - | - | ||||
Total comprehensive income | (2,772) | (2,772) | (38) | (2,810) | ||||
Balance at 30 June 2024 | 9,046 | 569,847 | 180 | 12,938 | (468,339) | 123,672 | 4,243 | 127,915 |
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DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six-month period ended 30 June 2024
30 June | 30 June | |
2024 | 2023 | |
(Unaudited) | (Unaudited) | |
CASH FLOWS FROM OPERATING ACTIVITIES | €'000 | €'000 |
Loss | (2,810) | (3,544) |
Adjustments for: | ||
Depreciation charge | - | 47 |
Interest expense | 197 | 122 |
Exchange difference | - | (69) |
Share of losses on equity-accounted investees, net of tax | - | |
Changes in: | (2,613) | (3,444) |
Receivables | 317 | 739 |
Payables | 183 | 72 |
Cash used in operating activities | (2,113) | (2,633) |
Tax paid | - | - |
Net cash used in operating activities | (2,113) | (2,633) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions of investment property | - | - |
Acquisitions of property, plant and equipment | (964) | (675) |
Proceeds from other investments | - | - |
Net cash (used in)/ from investing activities | (964) | (675) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
New loans | 2,893 | 1,400 |
Proceeds from issue of redeemable preference shares | - | - |
Transaction costs related to loans and borrowings | - | - |
Interest paid | (197) | - |
Net cash from/ (used in) financing activities | 2,696 | 1,400 |
Net decrease in cash and cash equivalents | (381) | (1,908) |
Cash and cash equivalents at the beginning of the period | 471 | 2,226 |
Cash and cash equivalents at the end of the period | 90 | 318 |
For the purpose of the consolidated statement of cash | ||
flows, cash and cash equivalents consist of the following: | ||
Cash in hand and at bank | 90 | 318 |
Cash and cash equivalents at the end of the period | 90 | 318 |
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DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD) NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six-monthperiod ended 30 June 2024
1. REPORTING ENTITY
DCI Advisors Ltd (Formerly: Dolphin Capital Investors Ltd) (the 'Company') was incorporated and registered in the British Virgin Islands ('BVI') on 7 June 2005 and on 23 December 2024 it migrated from the BVI to Guernsey in The Channel Islands. The Company is a real estate investment company focused on the early-stage, large-scale leisure- integrated residential resorts in the Eastern Mediterranean. The Company was managed, until 20 March 2024, by Dolphin Capital Partners Ltd (the 'Investment Manager'), an independent private management firm that specialises in real estate investments, primarily in south-east Europe, and thereafter the Company became self-managed. The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ('AIM') on 8 December 2005.
With effect from 01 June 2023, the name of the Company was changed from Dolphin Capital Investors Ltd to DCI Advisors Ltd.
These condensed consolidated interim financial statements of the Company as at and for the six-month period ended 30 June 2024 comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in equity-accounted investees. These interim financial statements have not been subject to an audit.
2. BASIS OF PREPARATION a. Statement of compliance
These condensed consolidated interim financial statements for the six-month period ended 30 June 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2023 ('last annual financial statements'). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. 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 23 January 2025.
- Basis of preparation
The condensed consolidated interim financial statements of the Company for the six-month period ended 30 June 2024 have been prepared on a going concern basis, which assumes that the Group will be able to discharge its liabilities in the normal course of business.
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 forecast asset sales will be sufficient to maintain the Group's cash flow at a positive level. Should the need arise, management will take actions to reduce costs and is confident that it can secure additional loan facilities and/or obtain repayment extension on existing ones, until planned asset sales are realised and proceeds received.
Ιf, 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.
Based on these factors, management has a reasonable expectation that the Group has and will have adequate resources to continue in operational existence for the foreseeable future.
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