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JADRAN d.d.
Bana Jelačića 16, Crikvenica
ANNUAL REPORT AND AUDITOR’S REPORT
FOR 2022
Contents
Page
Independent Auditor’s Report
1 7
Statement of the Management Board's responsibilities
8
Separate statement of comprehensive income
10
Separate statement of financial position
11 12
Separate statement of changes in equity
13
Separate statement of cash flows
14
Notes to the separate financial statements
15 53
Management Report
54 71
Corporate Governance Statement
72 75
1
2
3
4
5
6
7
8
9
JADRAN joint stock company for hotel management and tourism
Crikvenica
SEPARATE ANNUAL
FINANCIAL STATEMENTS
FOR 2022
Separate statement of comprehensive income
For the year ended 31 December 2022 (All amounts in HRK)
10
*The accompanying notes are an integral part of these financial statements.
These financial statements have been authorised and signed by the Management Board.
Note
2022
Revenue from sales of goods and providing services on the market
6
220,065,055
Other income
7
21,911,771
Total operating income
241,976,826
Cost of goods sold
(274,205)
Cost of raw materials and supplies
8
(44,087,684)
Cost of services
9
(45,588,088)
Staff costs
10
(59,776,151)
Depreciation and amortisation
17, 18, 19, 37
(56,400,015)
Reversal of impairment of non-current non-financial assets
11
9,227,860
Net gains on value adjustments of financial assets
12
303,800
Other operating expenses
13
(12,865,889)
Total operating expenses
(209,460,372)
Operating profit
32,516,454
Finance income
14
1,847,367
Finance costs
14
(15,642,357)
Net loss from financing activities
(13,794,990)
(Loss) / profit before tax
18,721,464
Income tax
15
18,905,484
Net (loss) / profit
37,626,948
Other comprehensive income
-
Total comprehensive (loss) / income for the year
37,626,948
(Loss) / earnings per share
16
1.35
Separate statement of financial position
As at 31 December 2022 (All amounts in HRK)
11
*The accompanying notes are an integral part of these financial statements.
These financial statements have been authorised and signed by the Management Board.
Note
31 December 2021
31 December 2022
ASSETS
Non-current assets
Property, plant and equipment
17
584,930,171
595,697,918
Intangible assets
18
1,884,885
2,024,572
Investment property
19
30,273,858
31,804,953
Financial assets
20
-
-
Investments in subsidiaries
21
118,581,185
976,685
Right-of-use assets
37
98,512,892
263,405,616
Deferred tax assets
15
-
18,905,484
Total non-current assets
834,182,991
912,815,228
912,815,228
Current assets
Inventories
22
804,981
906,496
Trade receivables
23
2,642,111
2,160,622
Receivables from related parties
23
541,423
138,354
Receivables from the government
24
3,342,567
3,361,421
Income tax receivable
624,021
334,471
Other receivables
25
3,660,524
1,923,206
Receivables for loans granted to related parties
26
10,566,438
99,081
Cash and cash equivalents
27
15,723,956
5,991,134
37,906,021
14,914,785
Non – current assets held for sale
21
-
117,604,500
Total current assets
37,906,021
132,519,285
TOTAL ASSETS
872,089,012
1,045,334,513
Separate statement of financial position
As at 31 December 2022 (All amounts in HRK)
12
*The accompanying notes are an integral part of these financial statements.
These financial statements have been authorised and signed by the Management Board.
Note
31 December 2021
31 December 2022
EQUITY AND LIABILITIES
Capital and reserves
Share capital
482,507,730
482,507,730
Capital reserves
234,210,922
234,210,922
Accumulated loss
(234,481,384)
(196,854,436)
Total equity
28
482,237,268
519,864,216
Non-current liabilities
Provisions
29
706,347
611,445
Liabilities to financial institutions
30
215,083,930
185,195,684
Other non-current liabilities
31
61,720
61,720
Lease liabilities
37
96,385,274
274,125,001
Total non-current liabilities
312,237,271
459,993,850
Current liabilities
Trade payables
32
10,522,870
10,954,958
Liabilities for advances, deposits and guarantees
33
3,119,358
2,661,773
Liabilities to employees
34
7,143,941
6,559,977
Liabilities to the government
35
1,361,077
1,790,648
Liabilities to banks and other financial institutions
30
29,718,363
37,685,239
Other current liabilities
36
842,726
755,695
Lease liabilities
37
24,906,138
5,068,157
Total current liabilities
77,614,473
65,476,447
Total liabilities
389,851,744
525,470,297
TOTAL EQUITY AND LIABILITIES
872,089,012
1,045,334,513
Separate statement of changes in equity
For the year ended 31 December 2022 (All amounts in HRK)
13
*The accompanying notes are an integral part of these financial statements.
These financial statements have been authorised and signed by the Management Board.
Share capital
Capital
reserves
Accumulated
loss
Total
Balance at 1 January 2021
482,507,730
234,210,922
(226,905,606)
489,813,046
Comprehensive loss for the year
-
-
(7,575,778)
(7,575,778)
Balance at 31 December 2021
482,507,730
234,210,922
(234,481,384)
482,237,268
Comprehensive income for the year
-
-
37,626,948
37,626,948
Balance at 31 December 2022
482,507,730
234,210,922
(196,854,436)
519,864,216
Separate statement of cash flows
For the year ended 31 December 2022 (All amounts in HRK)
14
*The accompanying notes are an integral part of these financial statements.
These financial statements have been authorised and signed by the Management Board.
Note
2022
Cash flow from operating activities
(Loss) / profit before tax
15
18,721,464
Depreciation and amortisation
17, 18, 19, 37
56,400,015
Net loss on sale and disposal of non-current assets
640,220
Change in non-current provisions
(94,902)
Interest income
14
(221,976)
Interest expense
14
13,415,980
Net foreign exchange differences
(482,505)
Net gains on value adjustments of financial assets
12
(303,800)
Net gains on termination of lease contract
7
(10,668,601)
Reversal of impairment of non-current non-financial assets
11
(9,227,860)
Changes in trade and other receivables
3,103,160
Changes in inventories
(101,515)
Decrease in trade and other payables
(1,260,357)
Cash flows from operating activities
69,919,323
Interest paid
39
(13,274,322)
A. Net cash from operating activities
56,645,001
Cash flow from investing activities
Payments for purchases of non-current tangible and intangible assets
(32,263,563)
Interest received
308,975
Loans granted
(60,000)
Repayment of loans granted
10,440,357
B. Net cash from investing activities
(21,574,231)
Cash flow from financing activities
Proceeds from borrowings
39
6,027,600
Repayment of borrowings
39
(28,474,613)
Repayment of lease principal
39
(22,356,579)
C. Net cash from financing activities
(44,803,592)
Net decrease in cash
(9,732,822)
Cash and cash equivalents at beginning of period
15,723,956
Cash and cash equivalents at end of period
27
5,991,134
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
15
1. Principal activity and general information about the company
Jadran joint stock company for hotel management and tourism, Bana Jelačića 16, Crikvenica (the “Company”) is
registered with the Commercial Court in Rijeka under Reg. No. (MBS): 040000817. The Company’s subscribed share
capital amounts to HRK 482,507,730. The Company’s authorised representatives are Ivan Safundžić, Member of the
Management Board, appointed on 1 December 2020 and Miroslav Pelko, Member of the Management Board,
appointed on 1 September 2021. The Company is represented by the Management Board in such a manner that each
Member of the Management Board represents the Company jointly with another member of the Management Board.
The Company’s principal activity is the provision of accommodation services in hotels, resorts and campsites,
preparation of food and provision of food services, and preparation and serving of drinks and beverages.
In 2022, the average number of employees was 289 (2021: 271 employees).
In 2022, the Supervisory Board consisted of:
From 01.01.2022. until 22.05.2022
• Goran Hanžek, president of the Supervisory Board
• Karlo Došen, Deputy Chairman of the Supervisory Board
• Mirko Herceg, member of the Supervisory Board
• Dragan Magaš, member of the Supervisory Board
• Adrian Čajić, member of the Supervisory Board.
From 23.05.2022. until 07.07.2022
• Goran Hanžek, president of the Supervisory Board
• Karlo Došen, Deputy Chairman of the Supervisory Board
• Adrian Čajić, member of the Supervisory Board.
From 08.07.2022. until 31.12.2022
• Goran Hanžek, president of the Supervisory Board
• Karlo Došen, Deputy Chairman of the Supervisory Board
• Mirko Herceg, member of the Supervisory Board
• Sandra Janković, member of the Supervisory Board
• Adrian Čajić, member of the Supervisory Board.
2. Significant accounting policies
The most significant accounting policies consistently applied in the current year and previous years are set out below:
2.1. Statement of compliance and basis of presentation
The Company's separate financial statements have been prepared in accordance with the International Financial
Reporting Standards ("IFRS") as adopted by the European Union. The financial statements also comply with the
Croatian Accounting Act which refers to the IFRSs as adopted by the EU.
The accounting policies are consistent with those of the previous fiscal year.
The separate financial statements have been prepared under the accrual basis according to which the transaction
effects are recognised when incurred and are included in the financial statements for the period to which they relate,
and by applying the basic accounting assumption of going concern.
The separate financial statements have been presented in the Croatian currency, Croatian kuna (“HRK”), which is the
Company’s functional currency.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
16
2. Significant accounting policies (continued)
2.1. Statement of compliance and basis of presentation (continued)
The Company has also prepared consolidated financial statements in accordance with IFRS for the Company and its
subsidiaries (the Group), which were authorised by the Management Board on 28 April 2023 and issued separately. In
the consolidated financial statements, subsidiaries Club Adriatic d.o.o. and Stolist d.o.o. (Note 21) have been fully
consolidated. Users of these separate financial statements should read them together with the Group’s consolidated
financial statements for the year ended 31 December 2022 in order to obtain complete information about the financial
position, results of operations and changes in the financial position of the Group as a whole.
2.2. Critical accounting judgements and key sources of estimation uncertainty
In preparing these separate financial statements, certain estimates have been used that affect the presentation of the
Company’s assets and liabilities, income and expenses and the disclosure of the Company's contingent liabilities.
Future events and their effects cannot be anticipated with certainty, and therefore actual results may differ from these
estimates. The estimates used in the preparation of the financial statements are subject to change as new events
occur, as more experience is gained, additional information is obtained and due to the changing environment in which
the Company operates.
The key estimates used in the application of accounting policies when preparing financial statements are disclosed in
Note 3 below.
2.3. Going concern
In the period from 2010 to 2014, bankruptcy proceedings were initiated against the Company. In the course of the
bankruptcy proceedings, the Company performed its business activities, and continued to perform them even after the
proceedings were completed. The Commercial Court in Rijeka in the case ref. no. 14 St-52/2010 issued a Decision
ordering supervision over the implementation of the bankruptcy plan, and in February 2017 issued a Decision
terminating the supervision over the fulfilment of obligations of the bankruptcy administrator’s, the Creditors
Committee’s and the Bankruptcy Judge’s duties in relation to the bankruptcy plan, thus ensuring the Company’s ability
to continue as a going concern. All court proceedings initiated to challenge the bankruptcy plan have been completed.
During 2017 and 2018, the Company entered into out-of-court settlements on the amicable settlement of disputes with
all former employees who undertook to withdraw their claims before courts and release the mortgages after their claims
are settled, which the Company undertook to do in 12 equal instalments. The last of these instalments became due
and payable in September 2019. By concluding these settlements, the Company ensured its ability to continue as a
going concern.
The separate financial statements have been prepared on the assumption that the Company will continue in business
on a going concern basis.
The Company realised the planned divestment in the company Club Adriatic (sale of land), thus creating the
preconditions for the repayment of loans granted to a related company, but also providing funds for a continuous
investment cycle, although restricted due to the pandemic. In 2022, the Company received the return of all remaining
loans from the related company Club Adriatic.
In the course of the past years, the Company has invested significant amounts in the renovation of facilities from the
portfolio and the improvement of the portfolio of services provided to clients.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
17
2. Significant accounting policies (continued)
2.3. Going concern (continued)
Inflationary pressures that appeared in the first quarter of 2022, indirectly caused by the political situation in Russia
and Ukraine, and increased during the summer, had the effect of increasing the input costs of raw materials and
supplies. The Company amortized this increase, as much as it could, by increasing the selling prices of accommodation
and food and beverages. The energy crisis in 2022 did not affect the Company, because it had a three-year contract
with an electricity supplier whose prices were several times lower than the market price.
The Company's cumulative losses as at 31 December 2022 amounted to HRK 196.854 thousand (31 December 2021:
HRK 234,481 thousand), and current liabilities exceeded current assets by HRK 50.562 thousand (31 December 2020:
HRK 39,708 thousand).
After the passage of the challenging period caused by the COVID-19 pandemic, which greatly affected the Company
and the entire sector in which it operates, the Company made a profit in the past year and thus reduced the losses
carried forward. Cash flow projections prepared by the Company's management (and approved by the Supervisory
Board) for the next period show positive results. Business revenues for the first three months of 2023 are significantly
better than in the same period last year. This revenue normalized for the one-off income from the termination of the
lease agreement for the Grand Hotel View and compared to the same capacities, the Company's performance is 77%
above compared to the previous year. According to the current booking, overnight stays are 83%, and income from
accommodation is 96% above those in 2022, on the basis of which the Company expects a continuation of the positive
trend in the rest of the year.
Most of the Company's short-term liabilities as of the reporting date refer to liabilities to banks and other financial
institutions, trade payables and lease liabilities, which the Company regularly settles from the funds in the account from
regular business activities. Due to the seasonality of business, the Company has sufficient funds on its account well
as agreed credit arrangements, so that, in case of need, it would be able to ensure liquidity.
Given the fact that the Company is profitable and has the full support of the owners, in the opinion of the Management,
the above supports the assertion that the Company will have sufficient resources to continue operations for a period of
at least 12 months from the reporting date.
Accordingly, the financial statements have been prepared in line with the going concern principle.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
18
2. Significant accounting policies (continued)
2.4. Changes in accounting policies and disclosures
The adopted accounting policies are in accordance with the accounting policies of the previous financial year, except
for the changes listed below, which are the result of amendments to the International Financial Reporting Standards
(IFRS) adopted by the Company from 1 January, 2022:
Amendments to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37
Provisions, Contingent Liabilities and Contingent Assets and the cycle of Annual Improvements to IFRS
2018-2020 (Amendments), all issued on 14 May, 2020 (effective date for annual periods beginning on or
after 1 January, 2022).
The adoption of these standards and interpretations did not have a significant impact on the Company's financial
statements.
2.4.1 Standards, amendments to standards and interpretations that are issued, but not yet effective
The standards, amendments to standards and interpretations that are issued, but not yet effective, up to the date of
issuance of the financial statements are disclosed below. The Company intends to adopt these standards, if applicable,
when they become effective.
Until 31 December 2022, the European Commission endorsed the following changes to the accounting principles
applicable to reporting, that were not effective for the preparation of 2022 financial statements:
IFRS 17 Insurance Contracts (issued on 18 May 2017); including Amendments to IFRS 17 (issued on 25
June 2020);
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates (issued on 12 February 2021);
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure
of Accounting Policies (issued on 12 February 2021);
Amendments to IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (issued on 7 May 2021);
Amendments to IFRS 17 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 Comparative
Information (issued on 9 December 2021).
As at 31 December 2022 the IASB issued the following standards, amendments, interpretations or revisions, whose
application is subject to completion of the endorsement process by the competent bodies of the European Commission,
which is still ongoing:
Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or
Non-current - Deferral of Effective Date (issued on 23 January 2020 and 15 July 2020 respectively),
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September
2022).
These standards are not expected to significantly affect the Company’s financial statements.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
19
2. Significant accounting policies (continued)
2.5. Property, plant and equipment
Property, plant and equipment are presented in the statement of financial position (balance sheet) at historical cost
less accumulated depreciation and accumulated impairment losses. Cost includes the purchase price and all costs
directly attributable to bringing the asset to working condition for its intended use. The costs of current maintenance
and repairs, replacements and minor investment maintenance are recognised as expense when incurred. The costs of
major overhauls and replacements are capitalised.
Gains and losses on the retirement or disposal of property, plant and equipment are presented in profit or loss in the
period when incurred.
Property under construction is presented at cost less any impairment losses. Depreciation commences when the assets
are ready for their intended use. Depreciation is calculated on a straight-line basis over the estimated useful lives of
the assets, as follows:
2.6. Intangible assets
Non-current intangible assets include licenses and software and are measured at historical cost less accumulated
amortisation and any accumulated impairment losses. Subsequent costs are capitalised only if they increase future
economic benefits arising from the asset. All other costs are recognised in profit or loss as incurred.
The amortisation charge is recognised in profit and loss on a straight-line basis over the estimated useful lives of
intangible assets, from the date that they are available for use.
Intangible assets are amortised using the straight-line method over a period of 5 years.
2.7. Investment property
Investment property mainly relates to buildings and other business premises within the hotels and campsites and is
held to earn long-term rentals or capital appreciation and is not owner-occupied. Investment property is treated as a
long-term investment unless it is intended to be sold in the next year and a buyer has been identified in which case it
is classified within current assets. Investment property is carried at historical cost less accumulated depreciation. The
depreciation of buildings is calculated using the straight-line method to allocate cost over their estimated useful life.
Subsequent expenditure is capitalised only when it is probable that future economic benefits associated with it will flow
to the Company and the cost can be measured reliably. All other repairs and maintenance costs are expensed when
incurred. If an investment property becomes owner-occupied, it is reclassified to property, plant and equipment, and
its carrying amount at the date of reclassification becomes its deemed cost to be subsequently depreciated. Income
from a lease with the Company as lessor is recognised in income for the period over the lease term.
Buildings - buildings made of concrete, metal, stone and brick
20-59 years
Buildings - buildings made of wood and other materials
20-59 years
Infrastructure
3-95 years
Furniture and technological equipment
2-20 years
Transportation vehicles
7 years
Passenger cars
10 years
Office equipment
4-10 years
ICT equipment
2-14 years
Other equipment
2-20 years
Software
4-5 years
Landscaping
10 years
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
20
2. Significant accounting policies (continued)
2.8. Impairment of non-financial assets
Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its
value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). For the Company and the Group, the CGU is defined at the
level of the accommodation facility.
Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting
date.
2.9. Financial assets
The business model reflects how the Company manages its assets in order to generate cash flows - regardless whether
the Company’s objective is: (i) solely to collect contractual cash flows from the assets (“hold to collect contractual cash
flows”) or (ii) to collect both the contractual cash flows and cash flows arising from the sale of assets (“hold to collect
contractual cash flows and sell”) or, if neither of (i) and (ii) are applicable, financial assets are classified as part of
“other” business model and are measured at fair value through profit or loss.
As at the reporting date, the Company’s financial assets comprise receivables.
Impairment of financial instruments
The measurement of the expected credit loss (ECL) is based on reasonable and supportable information available
without undue costs or effort, including information about past events, current and foreseeable future conditions and
circumstances. Assessments of expected credit losses are normally based on historical probability of the inability to
collect debts, supplemented by future parameters relevant to credit risk.
For trade receivables, a simplified approach to expected credit loss measurement is applied i.e. measurement on a
collective basis, depending on the type of customer, and are monitored according to their ageing structure. For
example, ageing groups may be defined as follows: not past due, due in 0-90 days, due in 90-180 days, etc. The ageing
groups are determined according to the stages of the collection process.
2.10. Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted average
cost method. Net realisable value is the estimated selling price in the ordinary course of business, less costs to sell.
2.11. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, and other short-term highly liquid
instruments with original maturities of three months or less.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
21
2. Significant accounting policies (continued)
2.12. Borrowings
Borrowings are initially recognised at fair value less transaction costs and subsequently at amortised cost using the
effective interest rate method. Interest is recognised as an expense, except in the case of the construction of a
qualifying asset, when it is capitalised as part of the asset’s cost.
The effective interest rate method is a method to calculate the amortised cost of a financial liability and allocate interest
expenses over the accounting period.
Borrowings are classified based on the agreed maturity as current liabilities, or non-current liabilities if they mature in
more than 12 months. If the Company has an unconditional right to defer the settlement of a liability for at least 12
months after the reporting date, such liabilities are classified as non-current liabilities.
The Company derecognises financial liabilities when, and only when, they have been discharged, cancelled or have
expired.
2.13. Trade payables
Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary
course of business. Trade payable are classified as current liabilities if payment is due within one year or less. If not,
they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
2.14. Taxation
The income tax expense represents the sum of the tax currently payable and deferred tax.
The current tax liability is based on taxable profit for the year. Taxable profit differs from profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other years or non-taxable,
i.e. not recognised as expense for income tax purposes. The Company’s current tax liability is calculated using tax
rates that have been enacted by the reporting date.
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences,
and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable
that taxable profits will be available against which those deductible temporary differences and tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the tax asset to be recovered.
Deferred tax is recognised as an expense or income in profit or loss, except when they relate to items credited or
debited directly to equity, in which case the deferred tax is also recognised directly in equity.
2.15. Employee benefits
Pension obligations and post-employment benefits
In the normal course of business through salary deductions, the Company makes payments to mandatory pension
funds on behalf of its employees as required by law. All contributions made to the mandatory pension funds are
recorded as salary expense when incurred. The Company is not obliged to provide any other post-employment benefits.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
22
2. Significant accounting policies (continued)
2.15. Employee benefits (continued)
Termination benefits
The Company pays one-time termination benefits to its employees at retirement. The liability and costs of such benefits
are determined using the projected unit credit method and discounted to their present value based on calculations
made at the end of each reporting period, which take into account the assumptions of the number of employees
estimated to become entitled to termination benefits at regular retirement, the estimated cost of such termination
benefits, and the discount rate defined as the average anticipated rate of return on investment in government bonds.
Actuarial gains and losses resulting from experience adjustments and changes in actuarial assumptions are recognised
immediately in profit or loss.
Long-term employee benefits
The Company recognises a liability for long-term employee benefits (jubilee awards) evenly over the period the benefit
is earned based on actual years of service. The long-term employee benefit liability is determined annually at the end
of each reporting period using assumptions regarding the likely number of staff to whom the benefits will be payable,
estimated benefit cost and the discount rate which is determined as the average expected yield rate on investments in
government bonds. Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised immediately in profit or loss.
2.16. Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events;
it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been
reliably estimated. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. Where the
Company expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when
the reimbursement is virtually certain.
2.17. Share capital
The Company’s share capital comprises ordinary shares. The consideration paid for treasury shares, including any
directly attributable transaction costs, is deducted from equity attributable to the Company’s shareholders until the
shares are withdrawn, reissued or disposed of. When such shares are subsequently disposed of or reissued, any
consideration received, net of any directly attributable transaction costs, is included in equity attributable to the
Company’s shareholders.
2.18. Revenue recognition
Revenue is income arising in the course of the Company’s ordinary activities. A five-step model used for recognition of
revenue from contracts with customers is presented below:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Revenue is recognised for each separate contractual performance obligation in the amount of the transaction price.
The transaction price is the amount of the consideration in the contract to which the Company expects to be entitled in
exchange for transferring control over the promised goods or services to a customer.
The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future
economic benefits will flow to the Company and specific criteria have been met for each of the Company’s activities.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
23
2. Significant accounting policies (continued)
2.18. Revenue recognition (continued)
Service income
Income from hotel & tourism services is recognised in the period the services are provided.
Lease income
Lease income is generally recognised in the period the services are provided, using a straight-line method over the
lease term.
Interest income
Interest income is recognised on a time-proportion basis using the effective interest method.
2.19. Government grants
Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be
received and the Company will comply with all attached conditions. A grant receivable as compensation for costs or
losses already incurred or for immediate financial support, with no future related costs, are recognised as income in
the period in which it is receivable within other operating income (Note 7).
2.20. Leases
The Company as the lessee
At inception of a contract, the Company assesses whether the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. If the above conditions are met, the contract is
considered to be or contain lease. If the terms and conditions of the contract are changed, the Company shall reassess
whether the above conditions are met.
The Company determines the lease term as the non-cancellable period of a lease, together with the periods covered
by the option to extend the lease if the lessee is reasonably certain to exercise that option; and the periods covered by
the option to terminate the lease if the lessee is reasonably certain not to exercise that option, with the obligation to
reassess the above if significant events or a significant change in circumstances arise.
At the lease commencement date (the date on which the underlying asset is available for use), the Company recognises
a right-of-use asset and a lease liability.
The right-of-use assets are measured at cost that comprises: the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date, less any lease incentives received; any initial direct
costs incurred.
After the commencement date, the right-of-use assets are measured using the cost model. Under the cost model, the
right-of-use asset is measured at cost: less any accumulated depreciation on a straight-line basis over the period of
the lease (3-15 years), and any accumulated impairment losses; and adjusted for any remeasurement of the lease
liability.
Lease liabilities at the present value of the lease payments that are not paid by that date. The lease payments are
discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental
borrowing rate is used.
The measurement of lease liabilities includes: fixed payments less any lease incentives receivable; variable lease
payments that are based on an index or a rate; amounts expected to be payable by the Company under residual value
guarantees; the exercise price of a purchase option if the Company is reasonably certain to exercise that option;
payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
24
2. Significant accounting policies (continued)
2.20. Leases (continued)
After the commencement date, the lease liability is measured considering any changes in the interest rate, lease
payments made and any reassessment or lease modifications.
Short-term leases and leases of low-value assets
The Company has decided to apply the short-term lease exemption recognition (for leases up to 12 months that do not
include the purchase option) and leases for which the underlying asset is of low value (up to HRK 30,000). Payments
for leases for which the underlying asset is of low value are recognised on a straight-line basis as an expense over the
lease term. The Company will consider a short-term lease to be a new lease if there is a lease modification and/or a
change to the lease term. These leases mainly relate to photocopier machines and fire extinguishers.
The Company as the lessor
Leases where the Company does not transfer substantially all the risks and rewards of ownership of the asset are
classified as operating leases. Lease income is recognised on a straight-line basis over the lease term and included in
the statement of comprehensive income due to its operating nature.
Concession arrangements
If investments are made that are expected to last less than one accounting period, then that expense is recognised as
expense for the period, and if investments made in the concession area are expected to last longer than one accounting
period, they will be capitalised. Investments in the concession area have a limited useful life and are stated at cost less
accumulated depreciation. Depreciation is calculated using the straight-line method to allocate the cost of investments
over their estimated useful lives, which is consistent with the remaining life of the concession contract.
2.21. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets
that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of
those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income
earned on the temporary investment of specific borrowings over the period of their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the period in which they are incurred.
2.22. Foreign currencies
Transactions in currencies other than Croatian kuna are recorded at the exchange rate prevailing at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are re-translated at the reporting date
using the exchange rate prevailing at that date. Gains and losses arising on translation are charged to profit or loss in
the period when incurred.
2.23. Earnings / (loss) per share
Earnings / (loss) per share are determined by dividing the profit or loss attributable to shareholders of the Company by
the weighted average number of ordinary shares during the year.
2.24. Investments in subsidiaries
Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies
generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls
another entity. Investments in subsidiaries are recognised at cost less impairment loss.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
25
2. Significant accounting policies (continued)
2.25. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance
of the operating segments. The chief operating decision-maker is the Company’s Management Board.
2.26. Non-current assets held for sale and disposal groups
Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount or fair
value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amount
will be recovered primarily through sale rather than through continued use. This condition is considered to be met only
when the sale is highly probable, and the asset or disposal group is immediately available for sale in its current condition
at the balance sheet date. The activities necessary to complete the sale should indicate that it is not likely that there
will be any significant changes to the sale or that the sale will be abandoned. Management must commit to a sale,
which is expected to be recognized as a completed within one year of the date of classification.
Property, plant and equipment and intangible assets are not depreciated and amortized after they are classified as
held for sale.
Assets and liabilities classified as held for sale or distribution are reported separately as current or short-term items in
the statement of financial position.
2.27. Events after the end of the reporting year
Events after the end of the reporting year providing additional information about the position of the Company as at the
date of the financial statements (adjusting events) are reflected in the financial statements. Non-adjusting events are
disclosed in the notes to the financial statements, if material.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
26
3. Critical accounting judgements and estimates
In applying the accounting policies described in Note 2, management has made certain judgements that had a
significant impact on the amounts reported in the financial statements (independent of those presented below).
These judgements are detailed in the relevant notes and the most significant ones among them relate to the following:
Estimated useful life of property, plant and equipment
The Company, with the assistance of an expert, analysed the useful lives of buildings and their individual components.
When a significant investment in tourism properties (buildings) occurs, the useful life of buildings or their components
is reassessed/reviewed. The useful lives should be periodically revised to reflect any changes in circumstances since
the previous assessment. Changes in estimate, if any, will be reflected prospectively in a revised depreciation charge
over the remaining, revised useful life.
Analysis of sensitivity to changes in useful lives
By using a certain asset, the Company uses the economic benefits contained in this asset, which diminish more
intensely with economic and technological ageing. Consequently, in the process of determining the useful life of an
asset, in addition to assessing the expected physical utilisation, it is necessary to consider the changes in demand on
the tourism market, which will cause a faster economic obsolescence as well as a more intense development of new
technologies.
In view of the above, business operations in the hotel industry impose the need for more frequent investments, and
this circumstance contributes to the fact that the useful life of assets is decreasing.
If the useful life of property, plant and equipment had been 10% longer, with all other variables held constant, the net
profit for 2022 would have been HRK 2,278 thousand higher (for 2021 it would have been HRK 2,122 thousand higher),
and the net carrying value of property, plant and equipment would have been HRK 2,788 thousand higher (for 2021 it
would have been HRK 2,588 thousand higher).
If the useful life of property, plant and equipment had been 10% shorter, with all other variables held constant, the net
profit for the year would have been HRK 2,278 thousand lower (for 2021 it would have been HRK 2,122 thousand
lower), and the net carrying value of property, plant and equipment would have been HRK 2,278 thousand lower (for
2021 it would have been HRK 2,588 thousand lower).
Impairment of non-current assets - recoverable amount of property, plant and equipment, investment property and
right-of-use assets
1) Property, plant and equipment and investment property
In accordance with the adopted accounting policy, the Company reviews the carrying amounts of non-financial assets
(including property, plant and equipment, investment property and right-of-use assets) at least once a year to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). The cash-generating unit in the hotel industry/tourism is the
accommodation facility. The accounting policy is presented in Note 2.8.
Given the prolonged impact of the COVID-19 pandemic on the Company's operations and inflationary shocks that the
Company faced in 2022, the Company has assessed that there are indicators of impairment of certain categories of
non-current non-financial assets and in accordance with IAS 36 made an impairment test of all its cash-generating
units i.e. accommodation facilities (own as well as rental facilities).
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
27
3. Critical accounting judgements and estimates (continued)
Impairment of non-current assets - recoverable amount of property, plant and equipment, investment property and
right-of-use assets (continued)
1) Property, plant and equipment and investment property (continued)
The recoverable amount is calculated in one of two ways: by calculating the value of assets in use or by calculating
the fair value of assets less costs to sell for individual cash-generating units whose value in use determined by the
Discounted Cash Flows (DCF) method does not reflect their intrinsic value (taking into account their location and
development potential).
The investment cycle started by the Company in 2019 and continued following year resulted in an increase in revenue
in the facilities covered by new investments. During the preparation of the impairment test as at 31 December 2021
the Company estimated that the historical approach to allocating administrative costs by revenue of an individual facility
in relation to total revenues did not adequately reflect the Company’s new asset structure. In order to optimally allocate
the administrative costs of central services, a new method of allocating these costs had been applied, which was based
on the number of accommodation units per each facility.
During the preparation of impairment tests on the reporting date, the Company observed 4 different allocation keys
(number of accommodation units, revenue, GOP and EBIDTA). The application of three distribution keys (revenue,
GOP and EBIDTA) showed similar results for individual objects in the portfolio, while the application of a key based on
the number of accommodation units of an individual object resulted in significantly different values.
Due to the aforementioned deviations, the Company's management concluded that it is appropriate to abandon the
distribution key by number of accommodation units and return to the "old key", i.e. distribution by revenue. Additionally,
the allocation keys were checked with other companies within the industry and it was concluded that this approach is
a market practice. By applying the new method of allocating administrative costs of central services, the Company’s
total operating result remained unchanged.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining the recoverable amount, management considers key indicators such as revenue growth based on
occupancy of facilities, revenue per unit and expected market growth in the hotel industry, etc. The valuations are
based on five-year cash flow projections prepared by the Company's management, with the budget for 2023 also
approved by the Supervisory Board. For the period after the end of the five-year period, the assumed long-term
sustainable growth rate (sustainable growth rate) was applied. Taking into account the significant capital investments
in the Company's accommodation units, the sustainable growth rates used in the valuation represent the maximum
value of the projected inflation rates in the Republic of Croatia.
An overview of the assumptions used in the in-use value calculation model is as follows:
Note: the margin and revenue growth listed in the table above reflect the ranges after returning to the business level
after the Covid-19 pandemic (in 2023 or onward) and depend on the individual facility of different characteristics.
Tourism
2023 - 2026
EBITDA margin
5% - 52% (higher profitability rates are assumed for campsites and
apartments)
Revenue growth
5% - 17% (depending on the type of accommodation and capital investment)
Discount rate (before tax)
10.2% - 10.4% (depending on the type of the CGU)
Sustainable long-term growth rate
2%
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
28
3. Critical accounting judgements and estimates (continued)
Impairment of non-current assets - recoverable amount of property, plant and equipment, investment property and
right-of-use assets (continued)
1) Property, plant and equipment and investment property (continued)
The calculation of fair value less costs to sell is based primarily on the revenue method, and in two cases on the
comparative (for land) and cost method. According to the income method, real estate is worth as much as the cash it
is able to generate over its lifetime. After determining all income and expenses related to an individual accommodation
unit, the net income of all future periods is calculated and discounted at an adequate discount rate in order to obtain
the present value of future cash flows. The assumptions used in the income method are the average board price per
accommodation unit, the average occupancy rate, the estimated total cost defined as % of GOP and the capitalisation
factor.
The following is an overview of the key assumptions in the revenue method used:
Tourism 2023
Average board price (HRK) 43 - 646
Average occupancy rate 14% - 52%
Estimated total cost (% of GOP) 60%
Capitalisation factor 7%
Note: The key assumptions listed in the table above depend on the individual facility of different characteristics.
For accommodation facilities where land represents the most significant part of the estimated value, a comparative
method was used, i.e. method of determination based on realised comparable transactions on the real estate market,
in accordance with the current state of the respective real estate.
Prepared impairment tests suggest that the recoverable amount of each facility exceeds the net carrying amount of
each facility as at 31 December 2022 and, accordingly, there are no indications of impairment. Furthermore, as the
tests showed that the recoverable value of the facility, which was impaired during 2020, for the second year in a row
show a significantly higher value than the net book value, the Company decided to reverse previously recognized
impairment in the amount of HRK 9,228 thousand.
The Company considered the impact of reasonable changes in key assumptions and identified the following:
if the EBITDA margin rate were to decrease by 100 bps within the projected five-year period, the Company
should recognise an impairment in the amount of HRK 3.6 million in its records
if the growth rate were to decrease by 100 bps within the projected five-year period, the Company should
recognise an impairment in the amount of HRK 13.2 million in its records
if the discount rate were to increase by 50bps, the Company should recognise an impairment in the amount
of HRK 10.3 million in its records and
if the terminal growth rate were to decrease by 50bps, the Company should recognise an impairment in the
amount of HRK 8.7 million in its records.
2) Right-of-use assets
In 2022, the Company conducted an impairment test for right-of-use assets with respect to the indicators of impairment
due to the prolonged effects of the COVID-19 pandemic. A leased accommodation facility was identified as a cash-
generating unit.
The recoverable amount of leased accommodation facilities has been determined on the basis of the value in use
based on financial projections in the contracted lease term at a discount rate.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
29
3. Critical accounting judgements and estimates (continued)
Impairment of non-current assets - recoverable amount of property, plant and equipment, investment property and
right-of-use assets (continued)
2) Right-of-use assets (continued)
For tourism facilities for which the recoverable amount is determined at fair value less valuation costs, the Company
has determined that the level of the fair value hierarchy - Level 3. The applied valuation methods for these facilities are
described above.
The results of this analysis suggest that the recoverable amount of each leased facility exceeds the reported net
carrying amount of each facility as at 31 December 2022 and, accordingly, there are no indications of impairment.
3) Recoverability of investments in subsidiaries
As at 31 December 2022, the investment in subsidiaries relates to 100% shares in the subsidiary Stolist d.o.o. in the
amount of HRK 977 thousand. The Company's management believes that the investment in the subsidiary is
recoverable and that there are no indications of its impairment.
4) Recoverability of assets held for sale
On 6 February 2023, Jadran d.d. has successfully fulfilled all the prerequisites established by the concluded
agreements on the purchase and sale of business shares in the company Club Adriatic d.o.o., by which Jadran sold
and transferred 100% of the shares in that company to the company Adria Grupa Baško Polje d.o.o. Based on the
completed transaction, the Company's Management believes that there are no indications of its impairment.
Deferred tax assets
Deferred tax assets include the amount of HRK 18,905 thousand (2021: - ), which is created based of tax losses carried
forward and deducible temporary tax differences.
The Company has a remaining 4 years for utilization of amounts reported based on tax losses carried forward (for more
details please see note 15). The realization of deferred tax assets arising from deductible temporary tax differences is
not time-limited, and therefore there is no high uncertainty surrounding the use of this part.
During the assessment of the recoverability of the recognized deferred tax assets, the Company considered the
following factors in favour of recognition:
implementation of the sale transaction of the subsidiary, Club Adriatic (note 40);
the result achieved in the observed year and projections of future operations as well as
the pandemic of the COVID-19, which it considered as an event that will not repeat again.
The unfavorable factor of uncertainty surrounding the full realization of current business plans was also considered.
Detailed projections of future business results were made for the next 6 years. Considering the uncertainty factor, the
Company decided to recognize deferred tax assets in the amount corresponding to the projections for the next 4 years.
It is important to emphasize that the realization of a significant part of recognized deferred tax assets is already
expected in the first year.
Based on the analysis, the Company concludes that the deferred tax assets will be recoverable using estimated future
taxable income based on approved business plans and budgets. Taking into account all of the above, it is expected
that the Company will fully utilize all tax losses carried forward in the next couple of years, i.e. before they expire.
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
30
3. Critical accounting judgements and estimates (continued)
Leases
As the interest rate implicit in the lease cannot be readily determined, the Company uses its own incremental borrowing
rate of 3.50% (2021: 2.70%) when calculating the lease liability for cash flow discounting purposes in 2022.
The Company defines a lease term as a non-cancellable period, together with periods under the lease extension and/or
termination option if it is reasonably certain that such option will be exercised (extension) or not exercised (termination).
The Company does not expect to exercise either the lease termination or the extension option, and no potential effects
were calculated in relation to these options. The exception is the termination of the lease for the Grand Hotel View, the
effects of which will be calculated at within the purchase price allocation.
Impairment of receivables
The Company classifies its receivables in Stage 2 and Stage 3. Stage 2 includes recognised expected credit losses
possible for the entire life of the receivable (lifetime credit losses). Lifetime credit losses are calculated on the basis of
a matrix for expected credit losses and are applied collectively to all Stage 2 receivables. Stage 3 represents
receivables for which, after the analysis, it was concluded that they will not be collectible and their value is individually
adjusted to the expected collectible amount. At the end of each year, the Inventory Committee reviews the recoverability
of receivables and adjustments are made according to the information gathered from the sales and legal departments,
depending on the maturity of the receivables.
In 2022, the Company released the previously recognised credit losses under the simplified IFRS 9 model for trade
receivables whose total net effect amounted to HRK 423.905 (2021: HRK 1,288,489).
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
31
4. Financial instruments
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the
return to stakeholders through the optimisation of the debt and equity balance. The Company's capital structure
consists of share capital, capital reserves, retained earnings/(accumulated loss) and profit for the year.
Classes of financial instruments
Financial risk factors
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest
rate risk and price risk), credit risk and liquidity risk. The Company does not have a formal risk management programme
in place, and the overall risk management is carried out by the Company’s Management Board and Company’s
management.
Market risk
The Company’s activities primarily expose the Company to the financial risks of changes in foreign currency exchange
rates and interest rates (see below). Market risk exposures are supplemented by the sensitivity analysis. There has
been no change to the Company’s exposure to market risks or the manner in which it manages and measures the risk.
Currency risk management
The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate
fluctuations arise. The carrying amounts of the Company’s foreign currency denominated monetary assets and
monetary liabilities as at the reporting date are as follows:
31 December
2021
31 December
2022
Financial assets
Trade receivables
2,642,111
2,160,622
Receivables from related parties
541,423
138,354
Cash and cash equivalents
15,723,956
5,991,134
Loans receivable
10,566,438
99,081
Total
29,473,928
8,389,191
Financial liabilities
Liabilities to financial institutions
244,802,293
222,880,923
Trade payables
10,522,870
10,954,958
Lease liabilities
121,291,413
279,193,158
Total
376,616,576
513,029,039
Company
Assets
Liabilities
31 December 2021
31 December 2022
31 December 2021
31 December 2022
EUR
12,745,834
4,562,670
(366,388,441)
(501,979,153)
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
32
4. Financial instruments (continued)
Analysis of foreign currency sensitivity
The Company was exposed to foreign currency risk in the event of a change in the euro (EUR) exchange rate until the
adoption of euro, as described below. The analysis of the effects of changes for 2021 in the HRK exchange rate
compared to the increase or decrease in HRK value by 10% in relation to EUR shows that the Company’s loss would
have been lower or higher by HRK 35,364 thousand. 10% is the rate used for internal reporting to the Management
Board on foreign currency risk and represents the Management Board's estimate of the reasonably possible change
in foreign exchange rates.
With the introduction of the euro as the national currency in the Republic of Croatia on January 1, 2023, there is no
currency risk for the euro currency on the reporting date of December 31, 2022. The Company may be exposed to
currency transaction risk if it enters into transactions using a currency that is different from the national currency (euro).
At the Company level, apart from HRK and EUR transactions, transactions in other currencies do not make up a
material part of the total turnover. After the introduction of the euro as the domestic currency as off 1 January 2023.
the Company does not expect exposure to currency risk.
Interest rate risk management
The Company is exposed to interest rate risk as it enters into loan agreements with variable interest rates. The
Company’s exposure to interest rates based on financial assets and liabilities is detailed under Liquidity risk
management. The Company manages this risk by maintaining an appropriate ratio of loans with fixed and variable
interest rates in its loan portfolio.
Interest rate sensitivity analysis
Cash flow interest rate risk is the risk that the cost of interest for the instrument will fluctuate over time. Most financial
liabilities are contracted at fixed interest rates and the sensitivity analysis of interest rate changes to financial liabilities
contracted at a variable interest rate is shown in the following table:
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss for
the Company. The Company constantly monitors its exposure to the parties it conducts business with and their credit
ratings and allocates the total value of transactions among acceptable customers.
The carrying amount of financial assets recorded in the financial statements, net of impairment losses, represents the
Company's maximum exposure to credit risk without taking account of the value of any collateral obtained.
2021
2022
Interest rate change by +100 bp
(Increase in loss) / (Decrease in profit)
1,010,383
936,759
Interest rate change by -100 bp
Decrease in loss / increase in profit
(1,010,383)
(936,759)
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
33
4. Financial instruments (continued)
Inflation risk (increase in consumer prices)
Inflation risk is present in contractual relationships where the price of a service or product is indexed and tied to the
Croatian National Bank’s strong HRK policy. As this is an external risk, the ability to eliminate it is minimal. The
Company notes trends of increasing inflation rates primarily measured through the consumer price index, as a result
of extremely expansive monetary policies of central banks and for the purpose of minimising inflation risk, the Company
insists on negotiating fixed terms of supply with all suppliers where possible. Suppliers of energy are an exception -
their prices are subject to market variations.
Liquidity risk management
The ultimate responsibility for liquidity risk management rests with the Company's Management Board which has built
an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-
term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate
reserves, bank borrowings and other sources of financing, by continuously monitoring forecast and actual cash flows
and matching the maturity profiles of financial assets and liabilities.
The table below details the remaining contractual maturities for the Company for non-derivative financial liabilities. The
table has been prepared on the basis of undiscounted cash flows of financial liabilities based on the earliest date on
which the Company may be required to settle the liabilities.
Maturities of non-derivative financial liabilities
Weighted
average
interest
method
Up to 1
month
1 to 3 months
3 months to 1
year
1 to 5 years
Over 5 years
Total
2021
Interest-free
10,169,733
353,097
-
-
-
10,522,870
Lease liabilities
2,093,707
4,501,340
21,501,452
62,096,231
44,026,605
134,219,335
Fixed interest rate
2.7%
1,108,648
2,005,306
21,986,601
79,260,819
53,126,358
157,397,732
Variable interest rate
2.1%
1,018,648
524,557
9,163,335
46,760,856
56,146,204
112,594,952
Total
13,282,128
7,384,300
52,651,388
188,177,906
153,299,167
414,734,889
2022
Interest-free
10,416,135
538,819
-
-
-
10,954,954
Lease liabilities
2,058,356
1,579,303
10,215,271
118,113,789
228,569,858
360,536,577
Fixed interest rate
2.7%
810,144
1,593,417
20,493,421
67,979,762
41,815,569
132,692,313
Variable interest rate
2.1%
17,403
3,520,078
16,460,880
46,006,141
45,098,731
111,103,233
Total
13,302,038
7,231,617
47,169,572
232,099,692
315,484,158
615,287,077
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
34
5. Segment information
Operating segments are presented in accordance with the internal procedure of reporting to the Company’s
Management Board, the chief operating decision-maker, which is responsible for allocating resources to the reportable
segments and assessing its performance.
Management defined Hotels & Apartments, Campsites and Other (beach buffet Kačjak, Inter café bar, Katarina
swimming pools etc.) as its reportable segments.
The segment information for the reportable segments for the year ended 31 December 2022 is as follows:
The segment information for the reportable segments for the year ended 31 December 2021 is as follows:
Result by segment represents the profit of each segment before the distribution of other operating income, other
operating expenses, finance income, finance costs and income tax. This result represents a benchmark that is
submitted to the Company's Management Board for the purpose of making a decision on allocating resources to that
segment and evaluating its performance.
A reconciliation of the result by reportable segments and net loss for the period is provided as follows:
The Company does not monitor assets and liabilities by segments and therefore, this information has not been
disclosed. The hotels, apartments and campsites (operating assets) are located in the Republic of Croatia.
The Company provides its hotel/hospitality services and sales activities in Croatia to domestic and foreign customers.
Income by segment
Expenses by segment
Result by segment
Operating segment
Hotels & Apartments
207,047,901
(161,201,741)
45,846,160
Campsites
22,807,318
(13,446,936)
9,360,382
Other
7,280,564
(6,428,140)
852,424
Total reportable segments
237,135,783
(181,076,817)
56,058,966
Income by segment
Expenses by segment
Result by segment
Operating segment
Hotels & Apartments
116,851,127
(110,419,401)
6,431,726
Campsites
18,084,574
(10,335,189)
7,749,385
Other
6,319,020
(6,189,358)
129,662
Total reportable segments
141,254,721
(126,943,948)
14,310,773
31 December 2021
31 December 2022
Item
Result by reportable segment
14,310,773
56,058,966
Unallocated operating income
6,263,077
4,841,043
Unallocated finance income
3,275,818
1,847,367
Unallocated operating costs:
(20,204,010)
(28,383,555)
Cost of goods sold
0
2,251
Cost of raw materials and supplies
(356,190)
(677,673)
Cost of services
(5,423,476)
(6,985,974)
Staff costs
(13,796,338)
(16,390,736)
Depreciation and amortisation
(1,498,728)
(1,904,678)
Reversal of impairment
2,867,409
423,280
Other operating expenses
(1,996,687)
(2,850,025)
Unallocated finance costs
(11,221,436)
(15,642,357)
(Loss) / gain for the year before tax
(7,575,778)
18,721,464
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
35
6. Revenue from sales of goods and providing services on the market
The Company provides its hotel/hospitality services and sales activities in Croatia to domestic and foreign customers.
The Company’s revenues are classified according to the customers’ origin.
/i/ Other includes revenues from the sale of trade goods, alcoholic and non-alcoholic beverages, food, parking
services, wellness and other similar services, where it is not possible to determine whether revenue was earned
from the sale to foreign or domestic customers.
7. Other income
/ii/ Net gains from the termination of the lease contract refer to the termination of the contract for the Garden Palace
Resort Umag, which was initially signed for ten years, for a period from 1 April 2020 to 31 March 2030. With the
contract on the termination of the lease contract, the lease was terminated on 30 September 2022.
2021
2022
Accommodation
90,028,775
152,501,196
Food and beverages
41,049,964
63,731,152
Other hotel services
2,292,473
3,335,516
Trade goods
370,585
497,191
TOTAL
133,741,797
220,065,055
2021
2022
Sales - domestic customers
34,409,137
46,240,739
Sales - foreign customers
86,001,991
153,974,353
Other /i/
13,330,669
19,849,963
Total
133,741,797
220,065,055
2021
2022
Net gains on termination of lease contract /ii/
-
10,668,601
Rental income
4,051,227
4,648,169
Recharged costs of lessees
630,068
987,594
Insurance reimbursements
610
834,227
Income from marketing and other services
1,103,217
574,257
Direct aid
361,761
487,252
Reversal of provisions
172,114
242,371
Disposal of non-current assets
291,451
11,036
Collection of amounts due as per judgement and out-of-court settlement
12,502
7,292
Collection of doubtful and bad debts
65,570
6,864
Covid-19-related grants
4,401,761
-
Other operating income
2,685,720
3,444,108
TOTAL
13,776,001
21,911,771
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
36
8. Cost of raw materials and supplies
9. Cost of services
2021
2022
Groceries consumed
10,483,689
21,026,044
Electricity
5,315,756
9,965,709
Consumables and cleaning supplies
1,627,463
3,444,913
Water consumed
2,471,890
3,218,775
Heating oil and gas
1,237,141
2,207,312
Write-off of small inventory
569,201
1,614,809
Alcoholic and soft drinks consumed
991,140
1,592,129
Fuel for passenger and freight vehicles
399,503
557,966
Office supplies
75,883
108,213
Packaging
128,275
93,903
Overheads - leased properties
300,641
-
Other costs
189,360
257,911
TOTAL
23,789,942
44,087,684
2021
2022
Commissions and banking services
10,322,641
16,276,069
Contractor services
6,877,933
10,978,204
Investment and current maintenance
2,722,644
4,056,854
Utilities
2,738,357
2,818,184
Intellectual services
2,291,340
2,501,480
Student employment agency services
1,673,057
2,447,958
Telephone, Internet and mail
588,654
1,452,578
Gross temporary service contract cost
812,528
1,247,824
Advertising services
666,465
967,992
Rentals
515,886
913,324
Music and ZAMP fees
127,240
337,009
Transport services (road and maritime transport)
76,413
217,025
Other services
963,967
1,373,587
TOTAL
30,377,125
45,588,088
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
37
10. Staff costs
Remuneration for the members of the Company’s key personnel and Supervisory Board:
11. Reversal of impairment of non-current financial assets
12. Net gains on value adjustments of financial assets
2021
2022
Net salaries
19,726,081
31,229,573
Contributions from salaries
5,707,393
8,855,468
Contributions on salaries
4,575,287
7,290,334
Performance bonus and holiday pay
2,863,915
3,852,714
Taxes and surtaxes
2,122,285
3,557,312
Transportation to and from work
1,052,237
1,678,231
Meal
946,226
1,381,455
Children’s gifts, Christmas bonus, non-taxable voucher
1,003,596
1,164,170
Accruals for unused vacation days
1,483,157
138,486
Termination benefits and jubilee awards
121,133
127,940
Unused hours off - redistribution
528,795
126,994
Non-current provisions for termination benefits and jubilee awards
63,332
-
Other
299,842
373,474
TOTAL
40,493,279
59,776,151
2021
2022
Key personnel
1,814,838
3,048,943
of which r benefits in kind
146,601
153,798
Supervisory Board
576,551
568,717
TOTAL
2,391,389
3,617,660
2021
2022
Impairment of property, plant and equipment (Note 17)
-
9,227,860
TOTAL
-
9,227,860
2021
2022
Impairment of trade receivables
(179,920)
(120,105)
Expected credit losses trade receivables
(153,113)
-
Release of impairment of expected credit losses trade receivables
1,441,602
423,905
Release of impairment of expected credit losses loans
1,614,623
-
TOTAL
2,723,192
303,800
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
38
13. Other operating expenses
14. Finance income and costs
2021
2022
Municipal charges and concessions
1,697,197
2,610,064
Employee accommodation
371,149
1,668,784
Charges to Hrvatske vode
1,280,953
1,341,482
Insurance premiums
920,656
1,292,574
Animation and entertainment
664,606
1,038,052
Reimbursement to students in practice and scholarships
375,616
626,799
Aid to employees
273,444
518,885
Taxes and contributions irrespective of business result
332,228
510,591
Subscriptions and memberships
350,200
488,152
Entertainment
462,576
400,762
Net book amount of disposed assets
345,477
294,875
Travel expenses, per diems, accommodation and field bonus
102,645
225,643
Professional training of employees
32,164
132,078
Disability benefits
61,200
67,500
Other operating expenses
1,722,644
1,649,648
TOTAL
8,992,755
12,865,889
2021
2022
Finance income
Regular and penalty interest income
527,797
221,976
Foreign exchange gains
2,748,021
1,625,391
3,275,818
1,847,367
2021
2022
Finance costs
Regular and penalty interest expense
(5,503,093)
(5,953,358)
Foreign exchange losses
(2,098,488)
(2,226,377)
Interest expense on lease
(3,619,855)
(7,462,622)
(11,221,436)
(15,642,357)
NET FINANCE (COSTS)
(7,945,618)
(13,794,990)
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
39
15. Income tax and deferred tax assets
Income tax
The Company is liable for income tax under the laws and regulations of the Republic of Croatia. The tax base is
determined as the difference between income and expenses for the period plus and net of income and expenses having
a different tax treatment according to the tax regulations concerning the taxation of income. The income tax rate was
18% in all presented periods.
The Tax Administration has not conducted any audits of the Company’s income tax returns in the past several years.
According to the relevant tax regulations, the Tax Administration may inspect the Company’s books and records at any
time within three years of the end of the year in which the relevant tax liability is presented and may impose additional
tax liabilities and penalties. The Management Board is not aware of any circumstances that may give rise to a potential
material liability in this respect.
Deferred tax assets
Deferred tax assets were created as a temporary difference between the book value of assets and liabilities determined
for financial reporting purposes and the legally prescribed tax base.
As at 31 December 2022, a deferred tax asset in the amount of HRK 11,793 thousand was created based on tax
losses, available to be carried forward, as stated below:
2021
2022
Current tax
-
-
Deferred tax
-
(18,905,484)
Income tax in statement of comprehensive income (tax credit)
-
(18,905,484)
2021
2022
Accounting loss before tax
(7,575,778)
18,721,464
Income tax calculated at the rate of 18%
(1,363,640)
3,369,864
Effects of expenses not recognised for tax purposes
632,109
1,354,267
Effects of income not recognised for tax purposes
(3,659,515)
(3,998,283)
Effects of unrecognised deferred tax assets
4,391,046
-
Effects of unrecognised deferred tax assets utilization
-
(725,848)
Effect of recognition of deferred tax assets of tax losses carried forward
and deductible temporary differences from previous years
(18,905,484)
Income tax / (tax credit)
-
(18,905,484)
Year incurred
Amount
Year of expiry
2018
(3,449,889)
2023
2019
(920,085)
2024
2020
(36,754,195)
2025
2021
(24,394,700)
2026
Total
(65,518,869)
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
40
15. Income tax and deferred tax assets (continued)
Additionally, based on deductible temporary tax differences related to depreciation of property, plant and equipment,
a deferred tax assets in the amount of HRK 7,112 thousand was created.
On the same basis, the Company has HRK 9,197 thousand available temporary tax differences for which no deferred
tax assets have been recognized.
16. (Loss) / earnings per share
2021.
2022.
Deferred tax assets recoverable within one year
-
9,879,878
Deferred tax assets recoverable within a period longer than one year
-
9,025,606
Deferred tax assets
-
18,905,484
2021
2022
(Loss) / earnings attributable to shareholders of the Company
(7,575,778)
37,626,948
Weighted average number of ordinary shares used to calculate
basic/diluted earnings per share
27,971,463
27,971,463
Basic and diluted (loss) / earnings per share
(0.27)
1.35
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
41
17. Property, plant and equipment
Additions to tangible assets in 2022: buildings in the amount of HRK 5,551,675 relate to investments in hotel facilities
(upgrading the classification of hotels, developing campsites and other construction works), equipment in the amount
of HRK 12,206,086 relates to the purchase of equipment necessary for operations in hotels and campsites, additions
to tangible assets under construction in the amount of HRK 13,406,664 relate to investments in hotel facilities and
campsite development, which were not put into use during 2022. The disposals in land in the amount of HRK 1,924,853
relate to the divestment in 2022 (of which the amount of HRK 324,878 relates to own property, and the amount of HRK
1,599,975 relates to investment property).
Additions to tangible assets in 2021: buildings in the amount of HRK 8,045,666 relate to investments in hotel facilities
(upgrading the classification of hotels, developing campsites and other construction works), equipment in the amount
of HRK 19,063,047 relates to the purchase of equipment necessary for operations in hotels and campsites, additions
to tangible assets under construction in the amount of HRK 919,997 relate to investments in hotel facilities and campsite
development, which were not put into use during 2021. The disposals in land in the amount of HRK 1,656,212 relate
to the divestment in 2021 (of which the amount of HRK 220,635 relates to own property, and the amount of HRK
1,435,578 relates to investment property).
Item description
Land
Buildings
Plant and
equipment
Other
assets
Tangible
assets under
construction
Total
Cost
At 1 January 2021
269,089,115
734,541,792
133,501,779
1,185,716
2,666,455
1,140,984,857
Additions
-
7,381,156
19,063,046
518,488
919,997
27,882,687
Disposals
(220,635)
-
(1,596,300)
-
-
(1,816,935)
At 31 December 2021
268,868,480
741,922,948
150,968,525
1,704,204
3,586,452
1,167,050,609
Additions
-
5,551,675
12,206,086
282,170
13,406,664
31,446,595
Disposals
(324,878)
-
(957,368)
-
-
(1,282,246)
Transfer to investment property
(1,599,975)
-
-
-
-
(1,599,975)
At 31 December 2022
266,943,627
747,474,623
162,217,243
1,986,374
16,993,116
1,195,614,983
Accumulated depreciation
At 1 January 2021
27,988,580
488,810,535
40,281,360
370,582
-
557,451,057
Depreciation charge
-
8,637,940
16,985,369
158,039
-
25,781,348
Disposals
-
-
(1,111,967)
-
-
(1,111,967)
At 31 December 2021
27,988,580
488,810,535
40,281,360
370,582
-
557,451,057
Depreciation charge
-
9,037,172
18,462,775
206,627
-
27,706,574
Disposals
-
-
(682,087)
-
-
(682,087)
Impairment reversal
(2,461,406)
(6,766,454)
(9,227,860)
At 31 December 2022
25,527,174
499,719,193
73,935,450
735,248
-
599,917,065
Net book amount
At 31 December 2021
240,879,900
244,474,473
94,813,763
1,175,583
3,586,452
584,930,171
At 31 December 2022
241.416.453
247.755.430
88.281.793
1.251.126
16.993.116
595.697.918
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
42
17. Property, plant and equipment (continued)
As at 31 December 2022, the carrying amount of mortgaged properties (hotels Omorika, hotel Ad Turres, Esplanade,
Katarina, International, Slaven resort, pavilions, swimming pool and central restaurant within the Ad Turres, Kačjak and
Kaštel resorts) amounts to a total of HRK 281,877,908 (31 December 2021: HRK 298,653,837).
The total value of tangible assets that are fully depreciated, and which are still in use as at 31 December 2022 amounts
to HRK 107,677,364 (31 December 2021: HRK 106,434,619).
18. Intangible assets
Item description
Licences, software and other rights
Total
Cost
At 1 January 2021
1,929,588
1,929,588
Additions
1,554,211
1,554,211
Disposals
(12,245)
(12,245)
At 31 December 2021
3,471,554
3,471,554
Additions
816,968
816,968
Disposals
(95,847)
(95,847)
At 31 December 2022
4,192,675
4,192,675
Accumulated amortisation
At 1 January 2021
1,311,773
1,311,773
Amortisation charge
286,822
286,822
Disposals
(11,926)
(11,926)
At 31 December 2021
1,586,669
1,586,669
Amortisation charge
637,220
637,220
Disposals
(55,786)
(55,786)
At 31 December 2022
2,168,103
2,168,103
Net book amount
At 31 December 2021
1,884,885
1,884,885
At 31 December 2022
2,024,572
2,024,572
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
43
19. Investment property
Investment property relates to land and buildings that are leased or held for future realisation through renting or selling.
The fair value of investment property based on an external appraisal by independent appraisers or an internal appraisal
amounts to HRK 31,805 thousand at the balance sheet date. Estimates of the fair value of investment property are
categorised as level 3 in the fair value hierarchy.
20. Financial assets
Item description
Land and buildings
Total
Cost
At 1 January 2021
32,878,873
32,878,873
Additions
664,510
664,510
Disposals
(1,435,578)
(1,435,578)
At 31 December 2021
32,107,805
32,107,805
Transfer from property, plant and equipment
1,599,975
1,599,975
At 31 December 2022
33,707,780
33,707,780
Accumulated depreciation
At 1 January 2021
1,747,197
1,747,197
Depreciation charge
86,750
86,750
At 31 December 2021
1,833,947
1,833,947
Depreciation charge
68,880
68,880
At 31 December 2022
1,902,827
1,902,827
Net book amount
At 31 December 2021
30,273,858
30,273,858
At 31 December 2022
31,804,953
31,804,953
31 December 2021
31 December 2022
Hoteli Novi d.d. in bankruptcy
4,384,800
4,384,800
Impairment of shares
(4,384,800)
(4,384,800)
TOTAL
-
-
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
44
21. Investments in subsidiaries and non-current assets held for sale
As at 31 December, the Company holds shares in the following subsidiaries:
Investments in subsidiaries
Non current assets held for sale
/i/ Club Adriatic
On 6 February 2023, Jadran d.d. has successfully fulfilled all the prerequisites established by the concluded
agreements on the purchase of business shares in the company Adria coast turizam d.o.o., which provided for the
acquisition of 100% of the shares in that company by Jadran d.d., as well as the agreement on the sale of business
shares in the company Club Adriatic d.o.o., by which Jadran sold and transferred 100% of the shares in that company
to Adria Grupa Baško Polje d.o.o.
With the agreement on the transfer of business shares in the company Club Adriatic d.o.o., by which Jadran transferred
100% of the shares in that company to Adria Grupa Baško Polje d.o.o. the conditions to classify this business segment
as discontinued operations as at 31 December 2022 were met.
As a result of the above, as at 31 December 2022, the Company presented the investment in the subsidiary Club
Adriatic d.o.o. in the amount of HRK 117,604,500 within non current assets held for sale.
/ii/ Stolist as at 18 June 2019, the Company entered into a Sale and Purchase Agreement for the acquisition of Stolist
d.o.o. Pursuant to this Agreement, the Company acquired 100% of the shares in the said company. The Company paid
HRK 976,685 to acquire Stolist d.o.o.
22. Inventories
Country
Ownership
share
31 December 2021
31 December 2022
Club Adriatic /i/
Republic of Croatia
100%
117,604,500
117,604,500
Stolist /ii/
Republic of Croatia
100%
976,685
976,685
TOTAL
118,581,185
976,685
31 December 2021
31 December 2022
Club Adriatic /i/
-
117,604,500
TOTAL
-
117,604,500
31 December 2021
31 December 2022
Raw materials and supplies on stock
719,115
851,142
Cost - low value items, tyres in use
9,046,994
9,771,564
Impairment of small inventory and tyres
(9,046,994)
(9,771,564)
Trade goods
30,408
20,560
Packaging
55,458
34,794
TOTAL
804,981
906,496
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
45
23. Trade receivables
/i/ The carrying amount of foreign trade receivables is translated from EUR.
Maturity structure of total trade receivables:
Changes in the impairment allowance on trade receivables for expected credit losses and individual adjustments were
as follows:
31 December 2021
31 December 2022
Domestic trade receivables
3,661,557
2,994,040
Foreign trade receivables /i/
968,092
586,657
Impairment of trade receivables - individual adjustments
(885,470)
(741,913)
Impairment of receivables - expected credit losses (IFRS 9)
(1,102,067)
(678,162)
Receivables from related parties
11,605,702
11,202,634
Impairment of trade receivables from related parties
(11,064,280)
(11,064,280)
TOTAL
3,183,534
2,298,976
Company
Gross trade receivables
Impairment
Net trade receivables
31 December
2021
31 December
2022
31 December
2021
31 December
2022
31 December
2021
31 December
2022
Not past due
1,961,982
1,109,544
(97,385)
(27,353)
1,864,597
1,082,191
Up to 30 days
284,230
796,295
(60,972)
(85,928)
223,258
710,367
31-60 days
716,762
288,341
(422,486)
(119,414)
294,276
168,927
61-90 days
593,190
97,152
(13,438)
-
579,752
97,152
91-180 days
471,875
306,670
(307,641)
(177,080)
164,234
129,590
181-365 days
181,783
238,522
(174,068)
(127,773)
7,715
110,749
365 days and
more
12,025,529
11,946,807
(11,975,827)
(11,946,807)
49,702
-
TOTAL
16,235,351
14,783,331
(13,051,817)
(12,484,355)
3,183,534
2,298,976
31 December 2021
31 December 2022
At 1 January
14,546,066
13,051,817
Increase in expected credit losses in the current period
153,113
-
Collection/reversal of impairment in the current period
(1,441,602)
(423,905)
Total changes in expected credit loss through profit or loss
(1,288,489)
(423,905)
Write-off of previously impaired receivables
(205,760)
(143,557)
At 31 December
13,051,817
12,484,355
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
46
24. Receivables from the government
25. Other receivables
/i/ Receivables arising from advances given relate to advances for insurance premium paid in the amount of HRK
692,427, the amount of HRK 445,584 paid to HEP and other advances given to suppliers. (31 December 2021:
Receivables arising from advances given relate to rent advances in the amount of HRK 823,563, the amount of HRK
560,199 paid to HEP, HRK 464,230 paid to Cosseto and other advances given to suppliers).
26. Receivables for loans granted to related parties
/i/ Receivables from related parties in the amount of HRK 115.777 relate to short-term loans granted to Stolist d.o.o. in
the amount of HRK 115.000 and HRK 777 of associated interest. The loans were granted in 2022 at an interest rate of
2.68% and they are repayable at the first call of the lender. The loans are classified as Stage 2.
31 December 2021
31 December 2022
Grants receivable
74,723
13,594
Prepaid VAT receivable
2,689,975
3,026,810
Other receivables from the government
577,869
321,017
TOTAL
3,342,567
3,361,421
31 December 2021
31 December 2022
Suspense accounts for services accounted for
620,361
73,784
Recognised leasehold improvements
42,769
-
Banking charges for loans
221,223
161,134
Receivables for advances given /i/
2,737,562
1,276,128
Prepayments - other costs
38,609
412,160
TOTAL
3,660,524
1,923,206
31 December 2021
31 December 2022
Receivables for loans granted to related parties /i/
10,583,134
115,777
Impairment of loan receivables IFRS 9
(16,696)
(16,696)
TOTAL
10,566,438
99,081
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
47
27. Cash and cash equivalents
/i/ The carrying amount of cash at banks in foreign currency was translated from EUR.
The Company mainly deposits cash with local banks that are members of banking groups with the following credit
ratings by Standard & Poor's:
28. Capital and reserves
The Company's share capital amounts to HRK 482,507,730 and is divided among 27,971,463 ordinary shares without
a nominal value with the ticker symbol JDRN-R-B. The Company's ID No. (OIB) is 56994999963, while its Reg. No.
(MBS) is 040000817. The share capital represents the Company’s own sources of assets for its operating purposes.
Capital reserves as of 31 December 2022 as well as of 31 December 2021 amount to HRK 234,210,922 and are not
available for distribution to the shareholders.
Individual major shareholders are PBZ CO OMF CATEGORY B which holds 58.30% of shares and ERSTE PLAVI
OMF CATEGORY B which holds 30.56% of the Company’s shares.
Table 1: Structure of shareholders as at 31 December 2022 and 31 December 2021
31 December 2021
31 December 2022
Bank balances - domestic currency
3,766,850
2,015,119
Bank balances - foreign currency /i/
11,953,414
3,976,015
Cash on hand
3,692
-
TOTAL
15,723,956
5,991,134
31 December 2021
31 December 2022
A
6,722,026
3,343,113
BBB
8,961,358
2,571,989
No credit rating
36,880
76,032
TOTAL
15,720,264
5,991,134
31 December 2021
31 December 2022
Investor
Balance
%
Balance
%
Erste & Steiermarkische bank d.d./PBZ CO OMF - category
B (1/1) - custodial account
16,250,954
58.10
16,307,401
58.30
OTP banka d.d. /Erste Plavi OMF category b - custodial
account
8,547,346
30.56
8,547,346
30.56
Restructuring and Sale Center - CERP (0/1) Republic of
Croatia (1/1) zs
673,666
2.41
673,666
2.41
Hrvatske vode, Water Management Corporation (1/1)
208,292
0.74
208,292
0.74
Town of Crikvenica (1/1)
184,056
0.66
184,056
0.66
OTP banka d.d./Erste Plavi Expert - voluntary pension
fund (1/1) - custodial account
174,249
0.62
174,249
0.62
Other shareholders
1,932,900
6.91
1,876,453
6.71
TOTAL
27,971,463
100.00
27,971,463
100.00
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
48
29. Provisions
Movements in provisions over the years are as follows:
30. Liabilities to banks and other financial institutions
A summary of long-term loans denominated in foreign currencies is presented below:
31 December 2021
31 December 2022
Provisions for termination benefits
237,980
221,969
Provisions for jubilee awards
287,367
208,476
Provisions for legal disputes
181,000
181,000
TOTAL
706,347
611,445
Legal
disputes
Termination
benefits
Jubilee
awards
Total
At 31 December 2020
-
174,648
309,353
484,001
Additional provisions based on estimate
181,000
63,332
-
244,332
Release of provisions
-
-
(21,986)
(21,986)
At 31 December 2021
181,000
237,980
287,367
706,347
Release of provisions
-
(16,011)
(78,891)
-94,902
At 31 December 2022
181,000
221,969
208,476
611,445
31 December
2021
31 December
2022
Interest in currency
859,068
982,792
Long-term loans-HBOR - DT-6/15 /i/
1,071,140
-
Long-term loans-HBOR - DT-1/16 /ii/
12,294,129
10,210,042
Long-term loans-HBOR - DT-10/16 /iii/
7,163,900
5,949,485
Long-term loans-PBZ - 2016 -5110217867-5110217867 /iv/
36,803,344
27,666,128
Long-term loans-PBZ - 2019 -5110228722-5110228722 /v/
85,572,377
78,369,003
Long-term loans-ERSTE - 2019-5117407680/15 /vi/
101,038,335
93,675,873
Short-term loans-ERSTE - 2022 - 5002285447 /vii/
-
6,027,600
Total liabilities
244,802,293
222,880,923
Current maturities of long-term loans in the current year
(28,859,295)
(30,674,847)
Short-term loans-ERSTE - 2022 - 5002285447 /vii/
-
(6,027,600)
Interest in currency
(859,068)
(982,792)
Current liabilities
(29,718,363)
(37,685,239)
Non-current liabilities
215,083,930
185,195,684
31 December
2022
EUR
222,880,923
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
49
30. Liabilities to banks and other financial institutions (continued)
/i/ In 2015, the Company entered into a long-term loan agreement with the Croatian Bank for Reconstruction
and Development for a loan of HRK 7 million, repayable over 5 years, with a 1-year grace period and 3%
interest rate, for the renovation of facilities and upgrading the classification of Hotel Omorika and Selce
Autocamp. The loan matured in 2022 due to a moratorium granted during the Covid-19 pandemic.
/ii/ In 2016, the Company entered into a long-term loan agreement with the Croatian Bank for Reconstruction
and Development for a loan of HRK 17,400,000, repayable over 8 years, with a 1-year and 10 months grace
period and 3% interest rate, for the renovation of facilities and upgrading the classification of Hotel Omorika
and Hotel Varaždin (Katarina).
/iii/ In 2016, the Company entered into a long-term loan agreement with the Croatian Bank for Reconstruction
and Development for a loan of HRK 10 million, repayable over 8 years, with a 1-year and 3 months grace
period and 3% interest rate, for the renovation of facilities and upgrading the classification of Hotel Varaždin
(Katarina).
/iv/ In 2016, the Company entered into a long-term loan agreement with Privredna banka Zagreb d.d. for a loan
of EUR 7,400,000, repayable over 6 years, with a 1-year and 6 months grace period and 2.6% interest rate,
for the renovation of facilities and upgrading the classification of Hotel Varaždin (Katarina) and Hotel
Esplanade and to purchase the receivables from Veneto banka d.d. This Agreement was entered into in
December of 2016. The amount of EUR 7,343,852 was drawn under the loan, and the loan commencement
date was 20 July 2019.
/v/ In 2019, the Company entered into a long-term loan agreement with Privredna banka Zagreb d.d. for a loan
of EUR 12,250,000, repayable over 12 years, with a 2.05% interest rate, for the renovation of facilities and
upgrading the classification of the Ad Turres resort, Selce Campsite - swimming pool and allotment, Hotel
Katarina, Hotel Omorika, Kačjak resort, Slaven pavilions and Hotel Esplanade.
/vi/ In 2019, the Company entered into a long-term loan agreement with Erste&Steiermärkische Bank d.d. for a
loan of EUR 13,441,000, repayable over 10 years, with a 2.1% + 3M Euribor interest rate, to be used for
investments - purchasing and other costs of acquiring Club Adriatic d.o.o. Zagreb.
/vii/ In 2022, the Company entered into a short-term loan agreement with Erste&Steiermärkische Bank d.d. for a
loan of EUR 800,000, repayable until 30 September 2023, with a 1.2% + 3M Euribor interest rate, to be used
for current liquidity financing
31. Other non-current liabilities
/i/ The liabilities under the Bankruptcy Plan of HRK 61,720.31 relate to liabilities to secured creditors of the 2nd rank =
HRK 31,224.55 and liabilities intended to be included in the share capital of HRK 30,496. The Bankruptcy Plan does
not infringe on the secured creditors’ right to be paid from items subject to separate satisfaction.
32. Trade payables
31 December 2021
31 December 2022
Bankruptcy Plan /i/
61,720
61,720
TOTAL
61,720
61,720
31 December 2021
31 December 2022
Domestic trade payables
10,462,536
10,447,629
Liabilities to related suppliers (Note 39)
-
377,323
Foreign trade payables
60,334
130,006
TOTAL
10,522,870
10,954,958
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
50
33. Liabilities for advances, deposits and guarantees
34. Liabilities to employees
35. Liabilities to the goverment
36. Other current liabilities
/i/ The capital grants remitted by the Energy Efficiency and Environmental Protection Fund relate to the reconstruction
of the heating system at Hotel Katarina in 2016 and are prorated to revenue on an annual basis.
31 December 2020
31 December 2021
Advances received
2,585,739
2,128,154
Security and other deposits
533,619
533,619
TOTAL
3,119,358
2,661,773
31 December 2020
31 December 2021
Net salaries payable
1,672,340
2,080,053
Unused vacation days
1,708,294
1,637,223
Liabilities to employees - bonuses
2,908,982
2,000,000
Liabilities to employees - redistribution of working hours
592,510
719,504
Other liabilities to employees
261,815
123,197
TOTAL
7,143,941
6,559,977
31 December 2020
31 December 2021
Contributions from and on salaries
932,668
1,151,008
Taxes and surtaxes payable
190,955
237,228
Other liabilities to the government
237,454
402,412
TOTAL
1,361,077
1,790,648
31 December 2020
31 December 2021
Accrual of received capital grants /i/
737,911
675,823
Fees based on temporary service agreements
75,095
32,045
Scholarships
23,025
41,132
Other liabilities - unpaid to bankruptcy creditors
6,695
6,695
TOTAL
842,726
755,695
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
51
37. Lease liabilities and right-of-use assets
The cost of interest on lease liabilities is included in Finance costs - Interest expense on lease (Note 13).
The method of recognition and measurement is set out in Note 2.20.
Lease liabilities
Right-of-use assets
/i/ It refers to the initial recognition of the lease contracts for Grand Hotel View in June 2022 and Stypia in December
2022.
/ii/ It refers to the termination of the contract for the Garden Palace Resort Umag, which was initially signed for ten
years, for a period from 1 April 2020 to 31 March 2030. With the contract on the termination of the lease contract, the
lease was terminated on 30 September 2022.
As stated in Note 2.20, the Company uses the exemption expedient for short-term leases and low-value leases. In
2022, short-term leases and low-value leases amounted to HRK 913,324 (in 2021: HRK 515,886) (Note 9).
31 December 2021
31 December 2022
Non-current lease liabilities
96,385,274
274,125,001
Current lease liabilities
24,906,138
5,068,157
TOTAL
121,291,412
279,193,158
Vehicles
Real estate
Beach
concession
Total
Net book amount at 31 December 2020
506,248
103,462,635
562,709
104,531,592
Net book amount at 1 January 2021
506,248
103,462,635
562,709
104,531,592
Initial recognition as per new contracts
54,390
6,999,000
-
7,053,390
Modifications to existing contracts
1,112,795
5,740,838
-
6,853,633
Depreciation for the year
(763,810)
(19,032,247)
(75,028)
(19,871,085)
Disposals
(54,638)
-
-
(54,638)
Net book amount at 31 December 2021
854,985
97,170,226
487,681
98,512,892
Net book amount at 1 January 2022
854,985
97,170,226
487,681
98,512,892
Initial recognition as per new contracts /i/
991,105
249,098,181
-
250,089,286
Depreciation for the year
(865,888)
(27,046,425)
(75,028)
(27,987,341)
Termination of lease contract /ii/
(158,215)
(57,051,006)
-
(57,209,221)
Net book amount at 31 December 2022
821,987
262,170,976
412,653
263,405,616
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
52
38. Related party transactions
The main related party transactions during 2022 and 2021 were as follows:
31 December 2022
31 December 2021
Receivables based on approved loans as well as a description of the contractual conditions are described in Note 26.
39. Net debt
Subsidiary
Revenue
Expenses
Receivables and
loans
Liabilities
Stolist
30,991
-
117,902
-
Club Adriatic
1,158,420
(48,986)
136,229
(377,323)
TOTAL
1,189,410
(48,986)
254,131
(377,323)
Subsidiary
Revenue
Expenses
Receivables and
loans
Liabilities
Stolist
24,460
-
98,219
-
Club Adriatic
1,437,559
(26,007)
11,026,338
-
TOTAL
1,462,019
(26,007)
11,124,557
-
Cash
Liabilities to
financial
institutions
Lease
liabilities
Total
Net debt at 1 January 2021
26,663,536
(264,032,809)
(125,837,802)
(363,207,075)
Cash flow
(10,939,580)
17,973,734
18,026,524
25,060,678
Increase arising from new lease
agreements and modifications
-
-
(13,907,023)
(13,907,023)
Interest expense
-
(5,503,093)
(3,619,855)
(9,122,948)
Interest paid
-
6,020,214
3,619,855
9,640,069
Foreign exchange differences and other
non-cash movements
-
739,661
426,889
1,166,550
Net debt at 31 December 2021
15,723,956
(244,802,293)
(121,291,412)
(350,369,749)
Cash flow
(9,732,822)
22,447,013
22,356,579
35,070,770
Increase arising from new lease
agreements and modifications
-
-
(250,089,286)
(250,089,286)
Termination of existing contracts
-
-
67,877,822
67,877,822
Interest expense
-
(5,935,424)
(7,462,622)
(13,398,046)
Interest paid
-
5,811,700
7,462,622
13,274,322
Foreign exchange differences and other
non-cash movements
-
(401,919)
1,953,139
1,551,220
Net debt at 31 December 2022
5,991,134
(222,880,923)
(279,193,158)
(496,082,947)
Notes to the separate financial statements
For the year ended 31 December 2022 (All amounts in HRK)
53
40. Events after the balance sheet date
On the basis of the concluded Agreement on the Termination of the Agreement on Assignment of Contracts from 1
January 2023, the Company Club Adriatic d.o.o. ceased to be a lessee of the Noemia Hotel in Baška Voda, and Jadran
d.d. became the lessee of the Noemia Hotel.
After the Company has successfully fulfilled all the prerequisites established by the concluded agreements on the
purchase of business shares in the company Adria coast turizam d.o.o., which foresees the acquisition of 100% of the
shares in that company by Jadran d.d., as well as the agreement on the sale of business shares in Club Adriatic d.o.o.,
by which Jadran sells and transfers 100% of the shares in that company to Adria Grupa Baško Polje d.o.o., on 6
February 2023, the following contracts were concluded:
agreement on the transfer of business shares in the company Adria coast turizam d.o.o., by which Jadran d.d.
acquired 100% of the shares in that company;
agreement on the transfer of business shares in the company Club Adriatic d.o.o., by which Jadran transferred
100% of the shares in that company to Adria Grupa Baško Polje d.o.o.
In accordance with the above, as of 6 February 2023, Mr. Miroslav Pelko, as a former member of the board of Club
Adriatic d.o.o. resigned from the position and was simultaneously appointed to the position of board member of Adria
coast turizam d.o.o.
Upon implementation of these activities, the requirements of the Decision of the General Assembly of the Company
from 31 August 2022.
On 14 March 2023, the Company concluded an Asset management contract with Club Adriatic d.o.o., based on which
Jadran d.d. will manage accommodation objects in Baško Polje during 2023.
On January 1, 2023. the euro becomes the official currency and legal means of payment in the Republic of Croatia.
The fixed conversion rate was set at HRK 7.53450 for one euro.
The introduction of the euro as the official currency in the Republic of Croatia represents a change in the functional
currency that will be calculated prospectively and does not represent an event after the balance sheet date that requires
the reconciliation of the amounts in these financial statements.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
54
MANAGEMENT REPORT
Management report
For the year ended 31 December 2022 (All amounts in HRK)
55
1. Key operating information
Key operating indicators for the Company
Key financial indicators for the Company
1
EBITDA was normalised for one-time costs
2
EBIT was normalised for one-time costs
2021
2022
2022/2021
Number of accommodation units (capacity)
2,454
2,661
8.40%
Number of bed-places
5,772
6,186
7.20%
Full occupancy days
72
93
29.40%
Annual occupancy rate
20%
25%
29.40%
Number of accommodation units sold
176,327
247,368
40.30%
Number of overnights
443,364
640,777
44.50%
ADR (in HRK)
519
622
19.90%
RevPar (in HRK)
49,631
75,761
52.60%
2021
2022
2022/2021
Total revenue
150,793,616
243,824,193
61.7%
Sales revenue
133,741,797
220,065,055
64.5%
Other operating income
13,776,001
21,911,771
59.1%
Total costs
158,369,394
225,102,729
42.1%
Operating expenses
147,147,958
209,460,372
42.3%
Material costs
54,359,111
89,949,978
65.5%
Staff costs
40,493,279
59,776,151
47.6%
Depreciation and amortisation
46,026,005
56,400,015
22.5%
Impairment of non-current non-financial assets
-
-9,227,860
n/a
Value adjustment
-2,723,192
-303,800
-88.8%
Other costs
8,992,755
12,865,889
43.1%
Finance income
3,275,818
1,847,367
-43.6%
Finance costs
11,221,436
15,642,357
39.4%
EBITDA
46,395,845
88,916,469
91.6%
EBITDA margin
31%
37%
16.8%
Normalised EBITDA
1
43,672,654
68,716,208
57.3%
Normalised EBITDA margin
29%
28%
-2.1%
EBIT
369,840
32,516,454
8692.0%
Normalised EBIT
2
-2,353,351
12,316,193
-623.3%
Net profit
-7,575,778
18,721,464
-347.1%
Management report
For the year ended 31 December 2022 (All amounts in HRK)
56
2. General company information
Name and company
Jadran, joint stock company for hotel and tourism, entity registration number (MBS): 040000817, Company ID No.
(OIB): 56994999963. The abbreviated name of the company is Jadran d.d.
Headquarters and legal form
Jadran d.d. is a joint stock company. The headquarters are in Crikvenica, Bana Jelačića 16, Republic of Croatia.
Securities
The Company's share capital amounts to HRK 482,507,730 and is divided among 27,971,463 ordinary shares
without a nominal value with the ticker symbol JDRN-R-B. The shares were issued in dematerialized form, code
JDRN-R-B, ISIN code HRJDRNB0002 and are kept in the SKDD depository.
In 2022, the Supervisory Board comprised the following members:
from 1 January 2022 to 22 May 2022.
o Goran Hanžek, Chairman of the Supervisory Board
o Karlo Došen, Deputy Chairman of the Supervisory Board
o Mirko Herceg, Member of the Supervisory Board
o Dragan Magaš, Member of the Supervisory Board
o Adrian Čajić, Member of the Supervisory Board
from 23 May 2022 to 7 July 2022.
o Goran Hanžek, Chairman of the Supervisory Board
o Karlo Došen, Deputy Chairman of the Supervisory Board
o Adrian Čajić, Member of the Supervisory Board
from 8 July 2022 to 31 December 2022.
o Goran Hanžek, Chairman of the Supervisory Board
o Karlo Došen, Deputy Chairman of the Supervisory Board
o Mirko Herceg, Member of the Supervisory Board
o Sandra Janković, Member of the Supervisory Board
o Adrian Čajić, Member of the Supervisory Board
In 2022, the Management Board comprised the following members:
from 1 January 2022 to 22 May 2022:
o Goran Fabris, Chairman of the Management Board
o Ivan Safundžić, Member of the Management Board
o Miroslav Pelko, Member of the Management Board
from 23 May 2022 to 31 December 2022:
o Ivan Safundžić, Member of the Management Board
o Miroslav Pelko, Member of the Management Board .
The members of the Company’s Management Board are authorised to represent the Company together with
another member of the Management Board, based on the amendment to the provisions of the Articles of
Association adopted at the General Assembly as at 31 August 2020.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
57
2. General company information (continued)
The Jadran group consists of Jadran d.d. and its subsidiaries:
Club Adriatic d.o.o. in which Jadran d.d. has 4 business shares with a total value of HRK 117,104,500,
which makes 100% of shares and voting rights: one business share with a nominal amount of HRK 9,900,
one business share with a nominal value of HRK 53,572.100 HRK, one business share with a nominal
amount of HRK 6,418,000 and one business share with a nominal amount of HRK 57,104,500.
Stolist d.o.o. in which JADRAN d.d. has 100% business shares.
The list of the Company’s shareholders with a 5% share or more in the share capital of Jadran d.d. (balance at 31
December 2022) is as follows:
Erste & Steiermarkische bank d.d../PBZ CO OMF - CATEGORY B holds 16,307,401 shares, representing
a 58.30% share in the Company’s share capital;
OTP banka d.d./ERSTE PLAVI OMF CATEGORY B holds 8,547,346 shares, representing a 30.56%
share in the Company’s share capital.
The organizational structure in 2021 has changed compared to the 2020 structure. There were no changes in
2022. Work in the Company is organized through seven sectors / services led by directors of sectors / services.
Additionally, 3 clusters and 2 profit centers were formed within the Hotel Operations Service, while the Office of
the Administration, advisors to the Management Board, the Internal Audit and Control Service and the Legal Affairs
Service were formed within the Management Board:
Administration office,
Advisors to the Management Board,
Internal Audit and Control Service,
Legal Affairs Service,
Human Resources Management Service,
IT Service,
Technical Support Sector,
Controlling Service,
Sales and Marketing Sector,
Finance and Accounting Sector,
Hotel Operations Sector:
o Accommodation department,
o Procurement Service,
o F&B Department,
o Cluster Ad Turres, Omorika,
o Selce Cluster,
o Grad Cluster,
o PC Lišanj.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
58
2. General company information (continued)
Major events for Jadran d.d. in 2022 were as follows:
On 23 March 2022, the Company concluded a lease contract for the Grand Hotel View on the island of
Brač, with a capacity of 230 accommodation units for the period from 1 June 2022 to 31 December 2022.
During the mentioned period the contracting parties needed to agree upon the terms of further business
cooperation.
On 29 June 2022, based on the concluded lease contract, the Company took possession of the Grand
Hotel View. After taking possession, an internal analysis regarding the potential possibility of purchasing
the building in question was conducted. At the same time, Jadran d.d. Crikvenica considered the
possibility of selling its business shares in the company Club Adriatic d.o.o. considering the investments
that are needed in the facilities owned by the mentioned company in order to maintain the appropriate
service standard and considering the dispersed locations of the facilities managed by Club Adriatic d.o.o.
in relation to the region of operation of Jadran d.d., Crikvenica. As the properties directly adjacent to the
properties owned by Club Adriatic d.o.o. were at that moment owned by a company which (in terms of
the applicable legislation of the Republic of Croatia) is partly connected to the then members of the
company Adria coast turizam d.o.o., which expressed an interest in acquiring the properties owned by
the company Club Adriatic d.o.o., communication was initiated with the aim of potential transaction
realization in the way it was ultimately realized.
Valuations of properties owned by Adria coast turizam d.o.o. Club Adriatic d.o.o. were made as part of
the preparatory activities for transaction realization. After conducting a legal, financial and tax due
diligence of the company Adria coast turizam d.o.o. and no significant inconsistencies or risks were
identified, the company's Management Board decided to propose to the General Assembly of the
company Jadran d.d., Crikvenica, to grant the prior approval for the acquisition of shares in the company
Adria coast turizam d.o.o. At the Extraordinary General Assembly held, the Management Board of the
company explained the submitted proposal, and none of the present shareholders objected to the
insufficiency of the material, and no third party objected or requested additional documentation.
After the assembly of Jadran d.d., Crikvenica gave its consent to the realization of the acquisition of
shares in the company Adria coast turizam d.o.o., the preparation of contractual documentation began,
both regarding the purchase of shares in the company Adria coast turizam d.o.o., as well as regarding
the sale of shares in the company Club Adriatic d.o.o.
On 30 September 2022,the process of signing the contracts on the purchase and sale of business shares
began. The contracts were concluded under deferred conditions. In other words, the actual realization of
the transfer of shares in both companies should have occurred after the fulfilment of certain (mutually
agreed upon) conditions, the most important of which were the regulation of the financial liabilities of Adria
coast turizam d.o.o., and the removal of encumbrances from property owned by Club Adriatic d.o.o. The
expected date of fulfilment of the conditions in question was initially set at the end of 2022, however, as
they had not been met by then, the deadline was extended to mid-February 2023.
After the aforementioned conditions were met, on 6 February 2023, the contract on the transfer of
business shares in Club Adriatic d.o.o. and in the company Adria coast turizam d.o.o. were signed.
On 15 December 2022, the Company concluded a lease contract for the Heritage Hotel Stypia in
Crikvenica with a capacity of 57 beds.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
59
3. Realised overnights
Reservations in 2022 started quite late. The reasons were consequences of the pandemic and beginning of the
war in Ukraine. Based on the previous season business results experiences and the continued advantage of
independence from air traffic due to the geographical proximity of emitting markets, the Company achieved record
business results.
Campsites were recognized as a very interesting product in 2022, as they provide all the comfort and infrastructure
of hotel accommodation, but with additional privacy, proximity to nature and freedom of movement, which in
previous years proved to be a benefit due to specific epidemiological circumstances, and today it has become a
trend in choosing the preferred accommodation.
We believe that further planned investments in campsite infrastructure will significantly contribute to better results
in the future.
Chart 1: Number of overnights recorded in hotels and campsites from 2020 to 2022
Source: Jadran d.d.
The continuation of the investment cycle, a new hotel and a new destination in the Jadran portfolio resulted in an
increase in overnight stays in 2022. In hotel accommodation, we record a growth of 41% compared to 2021, while
campsites at the Company level recorded a growth of even 48% compared to the year before.
The flexibility of cancellation policies, last-minute reservations, termination of lease agreements for facilities that
were open for the whole year, and the earlier closure due to a facilitys technical failure affected changes in
distribution by sales channels. The share of the group channel increased by 4% compared to 2021, while the
shares of the individual and online channels decreased proportionally by 1% compared to the year before.
496.366
345.770
172.382
144.463
97.618
44.307
0
100.000
200.000
300.000
400.000
500.000
600.000
2022 2021 2020
Jadran d.d._overnights in hotels and campsites
Hotels and tourist resorts Camps
Management report
For the year ended 31 December 2022 (All amounts in HRK)
60
3. Realised overnights (continued)
Chart 2: Overnights by the Company’s sales channels in 2021 and 2022 for hotel accommodation
Source: Jadran d.d.
Chart 3: Overnights by the Company’s sales channels in 2021 and 2022 for campsites
Source: Jadran d.d.
18%
1%
9%
26%
36%
9%
1%
18%
0%
12%
25%
36%
8%
0%
Overnights by the Company´s sales
channels for hotels
Allotment
Groups
Individuals
Online booking
Lump sums
Non-commercial
accommodation
Workers
2021
1%
0%
34%
7%
57%
0%
0%
1%
0%
29%
4%
65%
1%
0%
Overnights by the Companys sales
channels for campsites
Allotment
Groups
Individuals
Online booking
Lump sums
Non-commercial
accommodation
Workers
2021
2022
Management report
For the year ended 31 December 2022 (All amounts in HRK)
61
3. Realised overnights (continued)
Chart 4: Overnight stays by country, hotels in 2022
Source: Jadran d.d.
In 2022, the Company realized 75% of overnight stays from foreign guests, and 25% of overnight stays from
domestic guests in hotel facilities. In 2022, foreign guests came mostly from the emitting markets of Germany,
Austria, Slovenia, Hungary and the Czech Republic.
24%
15%
11%
10%
8%
5%
5%
4%
3%
2%
13%
Overnight stays by country, hotels, 2022
CROATIA GERMANY AUSTRIA
SLOVENIA HUNGARY CZECH REPUBLIC
SLOVAKIA POLAND ITALY
BOSNIA AND HERZEGOVINA OTHER COUNTRIES:
Management report
For the year ended 31 December 2022 (All amounts in HRK)
62
3. Realised overnights (continued)
Chart 5: Overnight stays by country, campsites in 2022
Source: Jadran d.d.
The majority of guests in campsites arrive from Slovenia, 30%, followed by guests from Germany, Croatia, Austria
and Poland.
30%
19%
13%
7%
5%
4%
4%
4%
3%
2%
9%
Overnight stays by country, campsites,
2022
SLOVENIA GERMANY CROATIA
AUSTRIA POLAND CZECH REPUBLIC
NETHERLANDS HUNGARY SLOVAKIA
ITALY OTHER COUNTRIES:
Management report
For the year ended 31 December 2022 (All amounts in HRK)
63
4. Company business performance
4.1. Overview of the Company's operations in 2022
After two very challenging years marked predominantly by the COVID-19 pandemic, as well as by war in Ukraine,
2022 was a year of recovery for the Company. Despite the major inflationary and energy crisis, the Company
carried out all necessary activities to optimize operations with the aim to minimize the negative impact of high input
costs, primarily food and beverage costs.
In the period from January to December 2022, JADRAN d.d. generated total revenues of HRK 243,824,193 which
is 62% higher than the total revenues generated in 2021. Total expenses amounted to HRK of 225,102,729 which
was 42% more than the expenses incurred in 2021.
In 2022, the Company made a profit of HRK 18,721,464, compared to the year before when it made a loss of HRK
7,575,778.
EBITDA in 2022 amounted to HRK 88,916,469 and is 92% higher than EBITDA realized in 2021.
Jadran d.d. achieved a total of HRK 243,824,193 in revenue in 2022, which is 62% more than the revenue
generated in 2021, i. e. 122% more than the revenue generated in 2019, the most successful year so far. When
comparing revenues generated in the same capacities in 2022 and 2019, then 56% more revenues were generated
in 2022.
Sales revenues amounted to HRK 220,065,055 and are 65% higher than those achieved in 2021, while other
income amounted to HRK 21,911,771 or 59% more than those achieved in 2021.
Finance income amounted to HRK 1,847,367 and is 44% less than the income realized in 2021.
In 2022, the Company’s total expenses amounted to HRK 225,102,729, which is 42% higher than the expenses
incurred in the same period in 2021. Operating expenses amounted to HRK 209,460,372, which is 42% higher
than operating expenses in 2021.
Finance cost amounted to HRK 15,642,357 and are 39% higher than the costs realized in 2021. The biggest
increase in financial costs in 2022 compared to the previous year relates to interest on the new leased hotel, the
Grand Hotel View.
In 2022, raw materials and supplies costs amounted to HRK 44,361,889 and are 85% higher than those in 2021.
The costs of services amounted to HRK 45,588,088 and are 50% higher than those realized in 2021. Staff costs
amounted to HRK 59,776,151 and exceed the costs incurred in 2021 by 48%. In 2022, amortisation and
depreciation amounted to HRK 56,400,015 and is 23% higher than the amortisation and depreciation realised in
2021. It should be noted that the largest increase in depreciation in 2022 compared to 2021 refers to the
depreciation of the new leased hotel, Grand Hotel View. Reversal of impairment of non-current non-financial assets
amounts to HRK 9,227,860, while there was no reversal of impairment in 2021. Net gains from the adjustment of
the value of financial assets amounted to HRK 303,800 and are 89% lower than those achieved in 2021. Other
operating expenses amounted to HRK 12,865,889 and are 43% higher than those realized in 2021.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
64
5. Asset management
5.1. Management of Company assets
Jadran d.d. manages owned properties and properties for which it has entered into lease agreements for a period
longer than 1 year.
On 23 March 2022, the Company concluded the lease contract for the View Hotel on the island of Brač, with a capacity
of 230 accommodation units.
On 30 September 2022 Jadran d.d. signed an Agreement on the termination of the lease contract with the company
Adria Umag d.o.o for the lease of the Garden Bella Natura Resort facility in Umag. The focus of the Company's
Management in the future would be on the use and management of facilities and capacities that will bring the Company
significantly higher revenues and a significant increase in the profitability rate. With the aforementioned Agreement,
the obligations from the lease contract for the facility ended on 30 September 2022. Jadran d.d. handed over the
mentioned property to Adria Umag on 30 September 2022.
On 15 December 2022, the Company concluded a lease contract for the Heritage Hotel Stypia in Crikvenica with a
capacity of 57 beds.
On 1 February 2023, the lease contract for the Hotel Lišanj in Novi Vinodolski expired, and Jadran d.d. returned the
possession of the hotel to the lessor.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
65
6. Group and company risk exposure
The most significant risks faced by the Company are as follows:
Competition risk
Competition risk in the tourism market is very high because other similar tourism destinations have invested substantial
funds to further improve and develop their capacities, as well as in other marketing activities focusing on the arrival of
tourists. Among other things, competition is based on the prices, quality and substance of tourism offers on the
Crikvenica Riviera and other domestic and foreign tourism destinations.
Bearing in mind that the vast majority of the Company's guests are foreign guests, the macroeconomic policy of the
countries they come from is extremely important, above all the stability of the exchange rate and the price of goods
and services, which directly affect the purchasing power of the guests. Macroeconomic stability of domestic guests is
also very important, because the reduction of their purchasing power directly affects decisions about coming to our
facilities.
In addition to all the existing challenges related to competitiveness, the events related to the COVID-19 pandemic
require that it should be considered how the Company and the local community manage the events related to this new
challenge. The way in which the local communities at the destinations where the Company operates will respond to
the challenges will be extremely important for the Company’s future business and therefore the Company is trying to
engage in solving this problem in a structural manner.
Currency risk
The official currency of the Company in 2022 is HRK, but certain transactions denominated in foreign currencies are
translated into HRK at the prevailing exchange rate at the balance sheet date. The resulting exchange differences are
charged to operating expenses or credited to the income statement, but do not affect operating cash flows.
Interest rate risk
The Company is exposed to interest rate risk because it enters into loan agreements with banks at variable interest
rates, which exposes the Company to higher risk. The inflation rate trends and the levels of interest rates on foreign
and domestic financial markets are actively monitored, enabling the Company to react in a timely manner in the event
of expected changes in interest rates on the domestic money market.
Settlement risk
Settlement risk is present in all bilateral transactions. Given that settling financial obligations to issuers is one of the
key elements necessary for smooth business operations, the Company considers this risk to be highly important. The
Company has established stringent procedures to minimise collection risks. In addition, settlement risk arising from
executed contracts may be significantly increased if there is an option of terminating them on grounds of force majeure
if the free movement of people and goods is disrupted during a pandemic.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
66
6. Group and company risk exposure (continued)
Inflation risk (increase in consumer prices)
Inflation risk is present in contractual relationships where the price of a service or product is indexed and tied to the
Croatian National Bank’s strong HRK policy. As this is an external risk, the ability to eliminate it is minimal. The
Company observes trends of increasing inflation rates primarily measured through the consumer price index, as a
result of extremely expansive monetary policies of central banks and for the purpose of minimising inflation risk, the
Company insists on negotiating fixed terms of supply with all suppliers where possible. Suppliers of energy are an
exception - their prices are subject to market variations.
Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves, bank borrowings and other sources of
financing, by continuously monitoring planned and actual cash flows and matching the maturity profiles of financial
assets and liabilities. The Company is particularly focused on this risk due to increased uncertainty regarding revenues
as a result of the pandemic’s adverse impact on the free movement of guests, guests’ spending power and performance
of contractual obligations by business partners.
The current high level of indebtedness of the Company does not jeopardise current liquidity, and the Company’s
Management Board assesses that even in the event of a continued “crisis”, the Company can provide the necessary
liquidity and smooth operations from its own reserves. It should be noted that several parties have expressed their
interest for the purchase of a part of the Company’s property that is currently not in operation or its business
performance is significantly below its current market value.
Risk of changes in tax and concession regulations
The risk of changes in tax and concession regulations is the likelihood that legislative authorities will amend tax
regulations in a way that they adversely impact the Company’s profitability. This risk is reflected in potential changes
in tax rates and taxable assets, as well as changes in regulations concerning concessions and concessional
authorisations. The right to use maritime domain is one of the significant conditions for the Company’s further
operations, and the Company has actively endeavoured to establish new bases for cooperation with the local
community in this segment.
Tourism industry risk
Tourism trends are largely affected by the COVID-19 pandemic and the global political situation. As an industry, tourism is
highly sensitive to the epidemiological situation at the destination and its surroundings. By launching the investment cycle
and the advantages of the geographical position compared to the most important emitting markets (car destination), the
Company will endeavour to minimise the impact of adverse market trends and the resulting risks. The global financial crisis
may significantly reduce the spending power of individuals inclined to travelling, whereas a pandemic and war circumstances
may also significantly reduce or completely eliminate the effects of tourist arrivals at the Company’s destination as a result of
the inability to travel outside one’s own country or fear for one’s own health and future.
Environmental risk
Environmental risk may significantly affect the Company’s performance, notably through the quality of the sea and
coast where guests stay. Climate changes may directly affect the length of stay in the Company’s accommodation
facilities. This risk also includes various other natural disasters.
7. Employees
As at 31 December 2022, Jadran d.d. had a total of 289 employees.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
67
8. Research and development activities
The Company constantly monitors developments in its environment and invests in market research, identification of
new business opportunities and new acquisitions. The Company directs and supports the activities of its related parties.
9. Own share redemption
As at 31 December 2022, the share capital of Jadran d.d. amounted to HRK 482,507,730, divided into 27,971,463
regular dematerialised shares with no nominal value and the Company held 631 own shares, which accounted for
0,0023% of the Company's share capital.
As at 31 December 2022, the share capital of Club Adriatic d.o.o. amounted to HRK 117,104,500.
As at 31 December 2022, the share capital of Stolist d.o.o. amounted to HRK 20,000.
10. Significant events after the reporting period
On the basis of the concluded Agreement on the Termination of the Agreement on Assignment of Contracts from 1
January 2023, the Company Club Adriatic d.o.o. ceased to be a lessee of the Noemia Hotel in Baška Voda, and Jadran
d.d. became the lessee of the Noemia Hotel.
After the Company has successfully fulfilled all the prerequisites established by the concluded agreements on the
purchase of business shares in the company Adria coast turizam d.o.o., which foresees the acquisition of 100% of the
shares in that company by Jadran d.d., as well as the agreement on the sale of business shares in the Club Adriatic
d.o.o., by which Jadran sells and transfers 100% of the shares in that company to Adria Grupa Baško Polje d.o.o., on
6 February 2023, the following contracts were concluded:
agreement on the transfer of business shares in the company Adria coast turizam d.o.o., by which Jadran d.d.
acquired 100% of the shares in that company;
agreement on the transfer of business shares in the company Club Adriatic d.o.o., by which Jadran transferred
100% of the shares in that company to Adria Grupa Baško Polje d.o.o.
In accordance with the above, as of 6 February 2023, Mr. Miroslav Pelko, as a former member of the board of Club
Adriatic d.o.o. resigned from the position and was simultaneously appointed to the position of board member of Adria
coast turizam d.o.o..
Upon implementation of these activities, the requirements of the Decision of the General Assembly of the Company
from 31 August 2022.
On 14 March 2023, the company concluded an Asset management contract with Club Adriatic d.o.o., based on which
Jadran d.d. will manage accommodation objects in Baško Polje during 2023.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
68
11. Social indicators
Health and safety
Based on the provisions of the Occupational Health and Safety Act (Official Gazette 71/14, 118/14, 154/14, 94/18,
96/18) Jadran d.d. regulated the occupational safety implementation, rules, rights, obligations and responsibilities of
the employer, worker authorized from the employer, according to the activity performed, risk assessment, work process,
jobs with special working conditions, work tools and dangerous chemicals. The risk assessment determined the level
of danger, harm and efforts in terms of prevention of injuries at work, occupational disease, work-related illness and
disruptions in the work process that could cause harmful consequences for the safety and health of workers. At the
beginning of 2022, business was affected by the impact of the COVID-19 pandemic, which implied increased caution
and possible consequences. For this reason, the Management Board of Jadran d.d. issued recommendations in order
to actively manage possible risks and made appropriate decisions. In administrative departments, workers who
regularly perform their work from the office were enabled to work from home. A comprehensive and structured approach
ensured adequate working conditions in every department within the organization.
Jadran d.d. regularly undertakes activities to ensure a safe working environment for all its employees and regular
training, improvement, and education of its employees in order to educate employees to work in a safe manner. We
conduct our business in accordance with current legal regulations.
In accordance with legal regulations, we regularly inform the Workers’ council about important issues of the state of
health and safety at work. Authorized persons regularly conduct tests of used work equipment to check compliance
with safety and health requirements.
In 2022, there were 7 injuries recorded at work, 6 of which were acknowledged, while one is still being processed.
In order to determine the health capacity of workers to perform certain jobs, workers are referred to health
examinations. The Company concluded an Additional Health Insurance policy and thereby ensured additional health
care for employees through medical check - ups.
Equality
Any direct or indirect discrimination based on race, skin color, gender, sexual orientation, marital status, family
obligations, age, language, religion, political or other belief, national or social origin, property status, birth, social
position, membership or non-membership in a political party, membership or non-membership in a trade union, or
physical or mental disabilities is prohibited in Jadran d.d.
No form of abuse and harassment is tolerated within the Company. At the highest management levels of the
organization, members of the Supervisory Board and the Management Board are elected, in accordance with the
Companies Act and the Company's Articles of Association , which do not contain diversity restrictions in terms of age,
gender, education or profession.
Employment
Jadran d.d. had 289 employees as at 31 December 2022. Of the total number, there were 106 semi-managers, 72 full-
time workers, 82 seasonal workers, 19 managers, 6 permanent seasonal workers and 4 interns employed.
Management report
For the year ended 31 December 2022 (All amounts in HRK)
69
11. Social indicators (continued)
Employment (continued)
Of the total number of employees on the specified date, 62% are women, 38% are men and 0% are undecided.
Chart 6: Employees by gender
Source: Jadran d.d.
As an employer, Jadran d.d. encourages and invests in employee training and education and organizes internal and
external training for workers, especially in the hotel operations department.
Collective Bargaining
Jadran d.d. respects the rights of workers to join workers’ associations and unions. No worker will be discriminated by
being or not being a member of an association or disadvantaged for participating or not participating in association
activities. The company cooperates with the trade union. In 2022 the Management Board's negotiations began with the
trade union representatives about the new Collective Agreement.
During 2022, an agreement with union representatives was concluded, based on which the employee's material rights
were increased from those rights established by the collective agreement. Payment of rewards to employees was
agreed based on good results achieved for the year 2022. With these payments the Company used the maximum
amount of tax-free rewards for work results that could be paid to workers.
Environmental indicators
Jadran d.d. invests in projects that will improve or change existing business models with the aim of achieving
sustainable business to contribute to the responsible use of natural resources and positively influence the destinations
and society in which it operates.
Energy consumption
The basic energy needs of Jadran d.d. are derived from fuel, the consumption of which is mostly related to heating
buildings, cooking and transport (fuel oil, gas and gasoline) and electricity and heat supplied by energy utility
companies. In future investments, the Company plans to implement systems for efficient energy saving from renewable
energy sources. Improving energy efficiency will reduce CO2 emissions emitted by the Company.
Men
38%
Women
62%
Undecided
Men Women Undecided
0%
Management report
For the year ended 31 December 2022 (All amounts in HRK)
70
11. Social indicators (continued)
Energy consumption (continued)
Chart 7: Average consumption
Source: Jadran d.d.
Waste management
On 10 June 2022, the Fund for Environmental Protection and Energy Efficiency published a public call for co-financing
the purchase of machines to prevent the generation of biowaste (food waste) in hotels (JP EU-3/2022). Up to 40% of
the purchase amount was co-financed, with maximum amount up to HRK 150,000 and total available funds of HRK
1,500,000, according to priority of application. The application was accepted and the Company signed an Agreement
with the Fund on the Fund's direct participation in co-financing the procurement of d machines for preventing the
generation of biowaste (food waste) in hotels, by providing subsidy funds (contract number 2022/027534, Class: 990-
01/22-02/ 17, Number: 563-02-2/236-22-4), 4 August 2022. The Fund has paid the funds, the machine has been
purchased and is in use.
In the area of environmental protection, Jadran d.d. is aware of the importance and burden of responsibility towards all
interested parties and undertakes actions to ensure that business is perfomed to ensure sustainability and preserve
natural resources. In this sense, actions are taken to continuously develop and improve business processes in the
direction of responsible management and environmental protection. For Jadran d.d. to fulfill the above, the Company
undertakes to carry out the following actions:
harmonization of business activities with valid legal regulations of the Republic of Croatia
harmonization of business activities with norms aimed at environmental protection
responsible waste management generated within the processes of all levels of work within the organization
prevention and reduction of possible pollution at the place of their origin
in work processes where it is possible to use the most acceptable sources of energy
developing the awareness of employees in the area of conservation and improvement of natural resources
by conducting regular trainings
actively cooperate with the local community and sustainably use indigenous natural resources.
Electricity/k
76%
Wh
AVERAGE
CONSUMPTION
Electricity/kWh Fuel/lit Gas/lit Fuel oil/lit
Fuel/lit
5%
Gas/lit
4%
Fuel oil/lit
15%
Management report
For the year ended 31 December 2022 (All amounts in HRK)
71
12. Related party transactions
Related party transactions take place under normal commercial conditions and terms and with the application of market
prices.
In the observed period, HRK 1,189,410 of revenue was generated from related party transactions, while expenses in
the same period amounted to HRK 48,986. Balance of receivables from related parties as at 31 December 2022
amounted to HRK 254,131, while balance of liabilities from related parties as at 31 December 2022 amounted to HRK
377.323.
Corporate Governance Statement
For the year ended 31 December 2022 (All amounts in HRK)
72
Corporate Governance Statement
Jadran d.d. (hereinafter Jadran d.d. or the Company), in accordance with Article 250.b. paragraphs 4 and 5 and Article
272.p of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00 - Decision of the Constitutional Court
of the Republic of Croatia, 118/03, 107/07, 146/08, 137/09,152/11 - consolidated text, 111/12, 68/13, 110/15, 40/19
34/22, 114/22 and 18/23), hereby issues this Corporate Governance Statement.
In 2022, Jadran d.d., whose shares are listed on the ZSE Official Market, applied the Code of Corporate Governance
adopted by the Croatian Financial Services Supervisory Agency (HANFA) and the Zagreb Stock Exchange, Inc.
Zagreb. This Code has been in force since 1 January 2020, and has been published on the website of the Stock
Exchange (www.zse.hr) and on the website of the Croatian Financial Services Supervisory Agency (www.hanfa.hr).
The Company’s application of the Zagreb Stock Exchange’s Code is reflected in an annual questionnaire which is
publicly disclosed in accordance with the applicable regulations. The answers in the questionnaire clearly show which
provisions of the Code are complied with by the Company and which are not, and the Questionnaire is publicly available
on the official website of the Zagreb Stock Exchange (www.zse.hr).
The Company's shares were listed on the official market of the Zagreb Stock Exchange in January 2018, and the
shareholding report is an integral part of the Annual Report. As of the date its shares were first quoted on the stock
exchange, the Company has not recorded profits and no dividend has thus been distributed.
The Company’s share capital is HRK 482,507,730, divided and contained in 27,971,463 registered common
dematerialised shares without nominal value, each entitling its holder to one vote. There are no holders of securities in
the Company that entail special control rights or voting limitations to a specific percentage or number of votes. As at
31 December 2022, the Company held 631 treasury shares.
Information about significant shareholders is available on a daily basis on the official website of the Central Depositary
and Clearing Company (www.skdd.hr). The corporate bodies of the Company consist of the General Assembly, the
Supervisory Board and the Company's Management Board. The members of the corporate bodies of the Company
have the duty and obligation to act in accordance with the best interest of the Company in their work. The Company
applied the principle of equal treatment of all shareholders. The shareholders exercised their primary control rights by
deciding on matters within their scope of responsibility via the General Assembly. The operation of the General
Assembly, its powers, the rights of shareholders and the manner of their realisation are prescribed by the Company's
Articles of Association, which are publicly available on the Company's website (www.jadran-crikvenica.hr).
The General Meeting is responsible for deciding on the following matters: election and removal of Supervisory Board
members, allocation of profits, granting discharge to Management Board members, appointment of auditors,
amendments to the Articles of Association, increasing and decreasing of share capital and any other matters placed
under its responsibility under the law. The shareholders exercise their rights via the General Assembly .
In 2022, the General Assembly was convened and held in accordance with the provisions of the Companies Act and
the Company's Articles of Association. The General Assembly notice, the motions made to, and resolutions passed by
the General Assembly are publicly disclosed in accordance with the Companies Act, the Capital Market Act, the Zagreb
Stock Exchange Rules and the Company's Articles of Association. Registrations for the General Assembly are limited
insomuch as each shareholder is required to notify his/her their participation in accordance with the Companies Act.
At the session held on 8 July 2022, decisions on granting discharge to the members of the Company’s Management
Board and the Supervisory Board were adopted, a decision on loss coverage was rendered and acceptance of the
Report on Remuneration of Members of the Management Board and the Supervisory Board of the Company in 2021
and an auditor was appointed to audit the financial statements for 2022.
All decisions from the sessions of the General Assembly were published in accordance with legal regulations on the
websites of the Company (www.jadran-crikvenica.hr), the Zagreb Stock Exchange and HANFA.
Corporate Governance Statement
For the year ended 31 December 2022 (All amounts in HRK)
73
The Extraordinary General Assembly was held on 31 August, 2022. The General Assembly made a decision by which
the Management Board of the Company was given prior approval for the acquisition of 100% of the business shares
of company Adria coast turizam d.o.o. for the purchase value, which can not be higher than EUR 47 million. In
accordance with the Corporate Governance Code of the Zagreb Stock Exchange and HANFA in force since 1 January
2020, the Supervisory Board is mainly composed of independent members who do not have business, family or other
relations with the Company, the majority shareholder or a group of majority shareholders or members of the
Management Board or the Supervisory Board of the Company or the majority shareholder. The Supervisory Board has
five members, four of whom are elected and relieved of duty by the General Assembly, and one representative is
elected by the employees in accordance with the provisions of the Labour Act. In accordance with the amendment of
the Articles of Association adopted at the General Assembly on 31 August 2020, the term of office of the Supervisory
Board members is 2 years.
The rules for appointing and removing members of the Management Board and the Supervisory Board are defined by
the Articles of Association and the Companies Act.
No restrictions as regards gender, age, education, profession or other similar restrictions apply in any executive,
managing or supervisory bodies or at any other level.
Pursuant to the Companies Act and the Company's Articles of Association, the Supervisory Board renders decisions
at its meetings. In 2022, the Supervisory Board supervised the management of the Company's affairs in accordance
with the Companies Act, the Articles of Association and other internal corporate documents. The Supervisory Board
held a total of 10 meetings, which is consistent with good corporate practices. In 2022, on the meeting held on 28 July
2022 the Supervisory Board made the Decision on the appointment of the committee of the Supervisory Board. Until
the day of the adoption of the new Decision the Supervisory Board of the Company operated through three committees
the Audit and Remuneration Committee, the Appointment Committee and the Corporate Governance Committee. With
the new Decision, it was decided that the Supervisory Board will be assisted in its work by two Committees, Audit and
Remuneration Committee and the Appointment Committee.
On 23 May 2022. the term of office of members of the Supervisory Board, Mr. Mirko Herceg and Mr. Dragan Magaš,
expired.
At its session held on 8 July 2022. the General Assembly adopted the Decision on the appointment of members of
the Supervisory Board.
As at 8 July 2022, the Supervisory Board comprised the following persons:
- Goran Hanžek, Chairman of the Supervisory Board
- Karlo Došen, Deputy Chairman of the Supervisory Board
- Mirko Herceg, Supervisory Board Member
- Sandra Janković, Supervisory Board Member
- Adrian Čajić - Supervisory Board Member (employee representative).
In 2022, the Management Board managed the Company’s affairs in accordance with the Companies Act, the Articles
of Association and other internal corporate documents, and fully complied with the provisions of the Code. On 23 May
2022. the term of office of the Chairman of the Management Board Mr. Goran Fabris and the member of the
Management Board Mr. Ivan Safundžić expired. On 28 April 2022. the Supervisory Board made a decision to dismiss
Mr. Goran Fabris from the position of President of the Management Board due to the expiration of his mandate on 23
May 2022, and the Supervisory Board passed the Decision on the appointment of a member of the Management Board,
Mr. Ivan Safundžić, for a new term until 22 May 2026.
In 2022, the Company’s Management Board comprised the following persons:
- from 1 January 2022 to 23 May 2022:
- Goran Fabris, Chairman of the Management Board
- Ivan Safundžić, Member of the Management Board
- Miroslav Pelko, Member of the Management Board.
- from 23 May 2022 to 31 December 2022:
- Ivan Safundžić, Member of the Management Board
- Miroslav Pelko, Member of the Management Board.
At the meeting held on 17 May 2022 the Supervisory Board adopted the Decision on amending the Rules of Procedure
on the work of the Management Board, which apply until the appointment of the President of the Company's
Management Board.
Corporate Governance Statement
For the year ended 31 December 2022 (All amounts in HRK)
74
Members of the Company’s Management Board are authorised to represent the Company together with another
member of the Management Board, based on the amendment of the Articles of Association adopted at the General
Assembly on 31 August 2020.
In 2020, the Company established the Internal Audit Department, and in June 2020, the Internal Audit Charter was
adopted, which defines the operational framework and the main principles used in the Company's internal audits.
The Internal Audit Department is responsible for assessing the level of risk management in business processes,
auditing the effectiveness of internal control systems, in order to improve risk management and compliance with
procedures, examining and analysing compliance of existing business systems with adopted policies, plans,
procedures, laws and rules that may have a significant impact on business reports. It is charged with recommending
preventive measures in the areas of financial reporting, compliance, operations and control in order to eliminate risks
and possible deficiencies that could lead to the inefficiency of processes or fraudulent procedures. Internal audit informs
the Management Board, the Audit and Remuneration Committee and the Supervisory Board about its activities and
audit plan.
The Company complies with the provisions of the Code, except for those provisions that cannot be implemented at a
given time. Such exceptions are as follows:
- The Company will not provide a proxy holder for shareholders who are unable to vote personally at the General
Assembly for any reason. The Company has not received such requests from its shareholders to date but
does provide its shareholders with a proxy form to help them authorise a person of their choice as their proxy;
- The Company does not maintain a long-term succession plan within the meaning of the Code but has a
general plan for the replacement of key function holders through ongoing training programs;
- The remuneration paid to the Supervisory Board Members was not determined based on their contribution to
the Company’s performance but equals a fixed amount in line with the decision of the General Assembly. In
order to maintain the independence and objectivity of the Supervisory Board members, the remuneration of
the members of the Supervisory Board does not depend on the results of the Company and does not contain
a variable part of the remuneration. In addition, it is not possible to evaluate each Supervisory Board Member’s
contribution to the Company’s performance, especially since the Supervisory Board Members are not actively
involved in the management of Company’s business;
- The Audit and Remuneration Committee is not mostly comprised of independent Supervisory Board Members.
It was decided to implement an alternative solution offered by Article 65 of the Audit Act, so the Supervisory
Board appointed all three Members of the Audit Committee from among Supervisory Board Members. Of
these three Audit and Remuneration Committee members, one is an independent Supervisory Board member
and his membership in this Committee reflects the relevant proportion of independent members in the
Supervisory Board. All three Audit Committee members are financial experts;
- The Supervisory Board did not prepare an evaluation of its activities in the past period, except for the review
contained in the 2022 Supervision Report and the results of examining reports relevant to the closing of the
fiscal year 2022;
- No transactions were conducted that involved any Supervisory Board Members or their related parties and
the Company or its related parties, which is why they were not specified in the Company’s reports. This also
pertains to transactions involving Management Board members or Executive Directors or their related parties
and the Company or its related parties;
- No contracts or agreements were entered into in 2022 between Supervisory Board Members or Management
Board Members and the Company;
In accordance with the provisions of the Corporate Governance Code, the Company adopted the Code of Conduct,
the Policy on Reporting Irregularities and the Conflict of Interest Management Policy, which acts are also published on
the Company's official website.
The Audit and Remuneration Committee adopted the Policy on Prohibited Audit Services.
As part of its organisational model that encompasses all business operations and processes, the Company maintains
developed internal control systems on all relevant levels which, inter alia, provide a true and fair view of the financial
statements and business reports.
Corporate Governance Statement
For the year ended 31 December 2022 (All amounts in HRK)
75
Pursuant to the Capital Market Act, the Zagreb Stock Exchange Rules and other applicable regulations, Jadran d.d.
fully discloses the required inside information and any changes thereto as soon as such changes occur.