Interim / Quarterly Report • Sep 29, 2017
Interim / Quarterly Report
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According to article 5 of L. 3556/2007 and relevant executive decisions of Hellenic Market Commission Board of Directors
(amounts in € thousand unless otherwise mentioned)
MARFIN INVESTMENT GROUP HOLDINGS S.A. 67, Thiseos Avenue, 146 71 Kifissia, Greece Tel. +30 210 6893450 General Commercial Reg. Nr. 3467301000 (Societe Anonyme Reg. Nr. 16836/06/Β/88/06)
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| A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS 6 | ||
|---|---|---|
| B. INDEPENDENT AUDITOR'S REVIEW REPORT 7 | ||
| C. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF "MARFIN INVESTMENT GROUP S.A." ON THE CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED AS AT 30/06/2017 9 |
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| D. INTERIM CONDENSED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30th 2017 25 |
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| Ι. INTERIM SIX MONTH FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30/06/2017 . 26 | ||
| CONSOLIDATED CONDENSED INCOME STATEMENT (01/01-30/06/2017) 26 | ||
| SEPARATE CONDENSED INCOME STATEMENT (01/01-30/06/2017) 27 | ||
| CONDENSED STATEMENT OF COMPREHENSIVE INCOME (01/01-30/06/2017) 28 | ||
| CONDENSED STATEMENT OF FINANCIAL POSITION AS OF 30/06/2017 29 | ||
| CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY (01/01-30/06/2017) 30 | ||
| CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY (01/01-30/06/2016) 31 | ||
| SEPARATE CONDENSED STATEMENT OF CHANGES IN EQUITY (01/01-30/06/2017) 32 | ||
| SEPARATE CONDENSED STATEMENT OF CHANGES IN EQUITY (01/01-30/06/2016) 32 | ||
| CONDENSED STATEMENT OF CASH FLOWS (01/01-30/06/2017) 33 | ||
| ΙΙ. NOTES TO THE CONDENSED 6-MONTH INTERIM FINANCIAL STATEMENTS 35 | ||
| 1 | GENERAL INFORMATION ON THE GROUP 35 | |
| 2 | GROUP STRUCTURE AND ACTIVITIES 36 | |
| 3 | BASIS OF FINANCIAL STATEMENTS PRESENTATION 47 | |
| 4 | BASIC ACCOUNTING POLICIES 49 | |
| 5 | ESTIMATES 52 | |
| 6 | BUSINESS COMBINATIONS AND ACQUISITIONS OF NON-CONTROLLING INTERESTS 53 | |
| 7 | DISCONTINUED OPERATIONS 54 | |
| 8 | OPERATING SEGMENTS 56 | |
| 9 | PROPERTY, PLANT AND EQUIPMENT 59 | |
| 10 | INVESTMENTS IN SUBSIDIARIES 61 | |
| 11 | INVETSMENTS IN ASSOCIATES 61 | |
| 12 | OTHER CURRENT ASSETS 62 | |
| 13 | TRADING PORTFOLIO AND FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS . 62 | |
| 14 | CASH, CASH EQUIVALENTS AND RESTRICTED CASH 63 | |
| 15 | SHARE CAPITAL AND SHARE PREMIUM 63 | |
| 16 | OTHER RESERVES AND FAIR VALUE RESERVES 64 | |
| 17 | BORROWINGS 64 | |
| 18 | DERIVATIVES 70 | |
| 19 | OTHER SHORT-TERM LIABILITIES 70 | |
| 20 | SALES 71 | |
| 21 | COST OF SALES – ADMINISTRATIVE – DISTRIBUTION EXPENSES 71 | |
| 22 | OTHER OPERATING EXPENSES 72 | |
| 23 | PROFIT/(LOSS) FROM ASSOCIATES CONSOLIDATED UNDER THE EQUITY METHOD 72 | |
| 24 | STAFF COSTS 73 | |
| 25 | MANAGEMENT REMUNERATION 73 | |
| 26 | EARNINGS PER SHARE 73 | |
| 27 | ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME 74 | |
| 28 | RELATED PARTY TRANSACTIONS 75 | |
| 29 | CONTINGENT LIABILITIES 77 | |
|---|---|---|
| 30 | FAIR VALUE OF FINANCIAL INSTRUMENTS 85 | |
| 31 | RISK MANAGEMENT POLICIES 87 | |
| 32 | STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS 89 | |
| 33 | APPROVAL OF FINANCIAL STATEMENTS 91 |
| "Company", "Group", "MIG" | refers to "MARFIN INVESTMENT GROUP HOLDINGS S.A." |
|---|---|
| "ATHENIAN ENGINEERING" | refers to "ATHENIAN ENGINEERING S.A." former "OLYMPIC ENGINEERING S.A." |
| "ATTICA" | refers to "ATTICA HOLDINGS S.A." |
| "BLUE STAR" | refers to "BLUE STAR MARITIME S.A." |
| "BVI" | refers to BRITISH VIRGIN ISLANDS |
| "EVEREST" | refers to "EVEREST S.A." |
| "FORTRESS" | refers to "FORTRESS INVESTMENT GROUP" |
| "GOODY'S" | refers to "GOODY'S S.A." |
| "MARFIN CAPITAL" | refers to "MARFIN CAPITAL S.A." |
| "MIG AVIATION 1" | refers to "MIG AVIATION 1 LTD" |
| "MIG AVIATION 2" | refers to "MIG AVIATION 2 LTD" |
| "MIG AVIATION HOLDINGS" | refers to "MIG AVIATION HOLDINGS LTD" |
| "MIG LEISURE" | refers to "MIG LEISURE LTD" |
| "MIG LRE CROATIA" | refers to "MIG LEISURE & REAL ESTATE CROATIA B.V." |
| "MIG REAL ESTATE" | refers to "MIG REAL ESTATE S.A." |
| "MIG REAL ESTATE SERBIA" | refers to "MIG REAL ESTATE (SERBIA) B.V." |
| "MIG SHIPPING" | refers to "MIG SHIPPING S.A." |
| "OLYMPIC AIR" | refers to "OLYMPIC AIR S.A." |
| "RKB" | refers to "JSC ROBNE KUCE BOEGRAD" |
| "SINGULARLOGIC" | refers to "SINGULARLOGIC S.A." |
| "SKYSERV" | refers to "SKYSERV HANDLING S.A." former "OLYMPIC HANDLING S.A." |
| "SUNCE" | refers to "SUNCE KONCERN D.D. ZAGREB" |
| "VIVARTIA" | refers to "VIVARTIA HOLDINGS S.A." |
| "DELTA" | refers to "DELTA FOODS S.A." |
| "ASE" | refers to "ATHENS STOCK EXCHANGE" |
| "ASP" | refers to "AVAILABLE FOR SALE PORTFOLIO" |
| "IFRS" | refers to "INTERNATIONAL FINANCIAL REPORTING STANDARDS" |
| "CTDC" | refers to "THE CYPRUS TOURISM DEVELOPMENT PUBLIC COMPANY LTD" |
| "MEVGAL" | refers to "MEVGAL S.A." |
| "MITERA" | refers to "MITERA HOSPITAL S.A." |
| "BARBA STATHIS" | refers to "BARBA STATHIS S.A." |
| "CBL" | refers to "CONVERTIBLE BOND LOAN" |
| "HYGEIA" | refers to "HYGEIA S.A." |
| "CGU" | refers to "CASH GENERATING UNIT" |
The below statements, made in compliance with Article 5, Par. 2 of the Law 3556/2007, as currently effective, are made by the following representatives of the Company Board of Directors:
The following Members who sign the financial statements, under our capacities as Members of the Board of Directors, specifically appointed for this purpose by the Board of Directors of MARFIN INVESTMENT GROUP HOLDINGS S.A. declare and certify to the best of our knowledge that:
Kifissia, September 28, 2017
The designees
The Chairman of the BoD The Vice Chairman of the BoD The Chief Executive Officer
Stavros Lekkakos Panagiotis Throuvalas Athanasios Papanikolaou
ID no AB570154 ID no AK543083 ID no AK737076
We have reviewed the accompanying separate and consolidated condensed statement of financial position of MARFIN INVESTMENT GROUP HOLDINGS SA as of 30 June 2017 and the related separate and consolidated condensed statement of profit or loss and comprehensive income, changes in equity and cash flows for the six-month period then ended, and the selected explanatory notes that comprise the interim financial information, which form an integral part of the six -month financial report of Law 3556/2007. Management is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with the International Financial Reporting Standards as adopted by the European Union and apply for interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on these interim condensed Financial Statements based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.
We would like to draw your attention to Note 3.1 of the interim condensed financial statements, making reference to the fact that Group's and Company's total current liabilities exceed total current assets by an amount of € 639.1 mil. and € 78.8 mil., respectively. As stated in the same Note, the Management is in discussions with the financial institutions regarding the restructuring of existing borrowing liabilities of the Group's subsidiaries, amounting to € 654.2 mil. Furthermore, the Management has proceeded with the conclusion of a Restructuring Agreement covering the majority of Company's borrowing liabilities, which requires the compliance with commitments and the disposal of assets in order to substantially reduce the Company's total borrowing liabilities.
The above conditions indicate the existence of material uncertainty regarding Group's and Company's ability to continue as a going concern. Successful finalization of the restructuring of borrowing liabilities constitute a substantial condition for the adequacy of the Group's and Company's working capital.
As stated in the same Note, Group's Management has planned actions in order to enhance Group's and Company's financial position and going concern assumption, condition which has been taken
into account for the preparation of the accompanying financial statements according to the going concern principle.
Our conclusion paragraph does not express any qualification regarding this issue.
Based on our review, we concluded that the content of the six-month financial report, as required by article 5 of L.3556/2007, is consistent with the accompanying condensed int erim financial information.
Athens, 28 September 2017
The Chartered Accountant
The Chartered Accountant
Manolis Michalios
I.C.P.A. Reg.: No 25131
I.C.P.A. Reg.: No. 30821
Dimitra Pagoni
The current Report of the Board of Directors pertains to the first six-month period of the financial year 2017. The Report has been prepared by the Board of Directors in compliance with the relevant provisions of the law 3556/2007 (Government Gazette 91Α/30.04.2007) as well as the publicized resolution of the BoD of the Hellenic Capital Market Commission.
The current report briefly describes financial information for the six-month period, the most significant events that took place (before and after Financial Statements reporting date) and the prospects regarding the company MARFIN INVESTMENT GROUP HOLDINGS S.A. (hereinaft er "MIG", "The Company") as well as its subsidiaries. Moreover, it provides a description of the main risks and uncertainties the Group and Company might be faced during the second half of 2017 as well as the most significant transactions that took place between the issuer and its related parties.
Sales: Sales from continuing operations amounted to € 519.2 m versus € 523.6 m recording a slight decrease of 0.9% compared to the respective period last year. Among all Group's operating segments, not including intercompany transactions, the Healthcare Services segment, Transportation segment and the Private Equity segment (Leisure and Real Estate) sal es recorded increase of 2.0% , 2.1% and 25.0% respectively, while a decrease in sales was recorded in Food and Dairy segment (3.1%) and IT and Telecommunications segment (11.6%)
Cost of Sales: Cost of sales from continuing operations increased by 7.8% to € (409.2) m versus € (379.6) m in the respective period last year, mainly due to the increase in fuel prices which burdened Group's results with more than € 15 m vs 1H 2016. The gross profit margin decreased to 21.2% from 27.5% during the corresponding period of 2016.
EBITDA from Continuing Operations: EBITDA from continuing operations amounted to € 38.6 m decreased by (19.0)% versus € 47.7 m recorded in the first six months of 2016.
Financial Income and Expenses: Financial expenses stood at € (55.4) m from € (52.6) m in the first six-month period of 2016 posting an increase of 5.3%. Financial income stood at € 0.1 m versus € 0.3 m last year. Other financial results of the Group stood at € 0.4 m versus € (2.1) m in the respective period last year.
Income Tax: Income tax from continuing operations stood at € (1.4) m versus € 0.7 m in the first six months of 2016.
Profit/(Loss) from Continuing Operations: Consolidated losses after tax from continuing operations in the first half of 2017 amounted to € (60.8) m posting an increase comparing to of € (45.2) m in the respective period last year.
Profit/(Loss) from Discontinuing Operations: In 1H 2017, losses from discontinued operations stood at € (0.3) m and pertained to the results of SUNCE and ATHENIAN ENGINEERING. It is
noted that results from discontinued operation for the comparative 2016 period stood at losses of € (0.7) m
Profit/(Loss) from Continuing and Discontinued Operations: Total losses stood at € (61.1) m versus € (45.9) m in the respective period last year. Total losses attributable to the owners of the Parent company pertain to an amount of € (59.8) m, while losses attributable to minorities pertain to an amount of € (1.3) m.
Cash, Cash Equivalent & Restricted Cash and Debt: The Group's cash, cash equivalents & restricted cash on 30/06/2017 stood at € 126 m, (a decrease of € 16.9 m compared to 31/12/2016) and is analyzed as follows: Food and Dairy € 59.8 m (47.5% of the total), Transportation € 49.0 m (38.9% of the total), Healthcare € 5.6 m (4.4% of the total), IT and Telecoms € 2.1 m (1.7% of the total), Private Equity € 2.8 m (2.2% of the total) and Financial Services € 6.6 m (5.2% of the total).
The Group's total debt on 30/06/2017 stood at € 1,650.5 m decreased by € (24.0) m versus 31/12/2016 and is analyzed as follows: Food and Dairy € 394.4 m (23.9% of the total), Transportation € 256.7 m (15.6% of the total), Healthcare € 155.9 m (9.4% of the total), IT and Telecoms € 56.0 m (3.4% of the total), Private Equity € 104.8 m (6.4% of the total) and Financial Services € 682.6 m (41.4% of the total).
Net Cash Flows from Operating Activities: Net cash flows from operating activities stood at € (11.8) m versus € 1.6 m in the corresponding period last year.
Cash Flows from Investing Activities: Cash flows from investing activities stood at € 30.3 m and mainly refer to the disposal of the associate company SUNCE, versus € (17.6) m in the respective period of the last year.
Cash Flows from Financing Activities: Cash flows from financing activities stood at € (35.1) m remaining flat versus € (35.3) m in the respective period last year.
The sales of this segment in the first half of 2017 stood at € 270.8 m (€ 2.6 m of which were intragroup) a decrease of 3.1% compared to € 279.5 m in the respective period last year (€ 2.7 m of which were intragroup). The sales of the segment are analyzed as follows: Dairy: € 130.2 m, Frozen Food: € 72.2 m and Catering and Entertainment: € 71.5 m (including intragroup sales of € 3.2 m).
EBITDA stood at € 19.3 m, versus € 10.5 m in the respective period last year. It is noted that ΕΒΙTDA for the first six month period of 2016 was burdened with an amount of € (12.7) m arising from impairment on the balances of receivables from MARINOPOULOS group.
Loss after tax stood at € (9.3) m versus losses of € (15.6) m in the respective period in 2016.
Net Debt on 30/06/2017 stood at € 336.3 m posting a decrease of € 3.5 m versus € 339.8 m on 31/12/2016.
The sales of the transportation operating segment in the first half of 2017 stood at € 112.1 m (€ 4.5 m of which were intragroup) posting an increase of 2.2% versus € 109.7 m (€ 4.3 m of which were intragroup) in the respective period last year.
EBITDA stood at € 7.0 m versus to € 21.6 m in the respective period of the last year. The decrease is mainly due to the significant rise of fuel prices which burdened ATTICA group with more than € 15 m comparing to the first half of 2016.
Loss after tax stood at € (23.2) m versus losses after tax of € (2.6) m last year. The decrease is attributed mainly to ATTICA group, whose losses after tax increased to € (22.3) m versus losses of € (2.2) m in the respective first six-month period of 2016.
Net Debt as at 30/06/2017 stood at € 207.7 m versus € 203.7 m on 31/12/2016. The net debt of ATTICA group stood at € 209.3 m versus € 204.2 m in the end of 2016.
The sales of the Healthcare operating segment for the first six-month period of 2017 increased by 2.0% and stood at € 119.0 m (€ 0.011 m of which intragroup) versus € 116.7 m in the respective period last year (€ 0.006 m of which intragroup).
EBITDA stood at € 19.7 m, increased by € 1.5 m versus the respective period last year, when it stood at € 18.2 m.
Profit after tax increased by € 2.2 m and stood at € 6.3 m versus € 4.1 m in the comparative period.
Net debt as at 30/06/2017 stood at € 150.3 m versus € 143.0 m as at 31/12/2016. The increase i n net debt is related to the decrease in cash available of HYGEIA group, standing at € 5.6 m versus € 14.9 m in the end of 2016.
The sales of the operating segment for the first six-month period of 2017 stood at € 17.4 m (€ 1.7 m of which intragroup) – recording a decrease of (11.3)% – versus € 19.6 m (€ 1.9 m of which intragroup) in the respective period of 2016.
EBITDA for the first six month period of 2017 stood at € (3.9) m versus € 3.2 m in the respective period. The decrease in operating profit is due to the adverse conditions in IT product and services market and the intensification in the development of new products.
Loss after tax stood at € (7.9) m versus loss of € (2.4) m in the respective period last year
Net debt as at 30/06/2017 stood at € 53.8 m versus € 53.3 m recorded as at 31/12/2016.
The sales of the operating segment for the first six-month period of 2017 stood at € 12.7 m (€ 3.9 m of which intragroup) versus € 11.0 m for the respective period last year (€ 4.0 m of which intragroup), increased by 15.8%. The increase is due to the improvement in HILTON CYPRUS sales, which stood at € 5.7 m versus € 4.8 m in the first six-month period of 2016 and to the increase of RKB sales, which stood at € 3.1 m versus € 2.3 m.
EBITDA amounted to € 2.7 m versus € 1.3 m for the respective period last year.
Loss after tax stood at € (0.5) m versus losses of € (1.9) m for the respective period last year.
Net debt as at 30/06/2017 stood at € 328.3 m (€ 226.3 m of which intragroup) versus € 329.6 m (€ 226.3 m of which intragroup) as at 31/12/2016.
Loss after tax for the first six-month period of 2017 stood at € (26.1) m versus losses of € (26.8) m in the respective period last year. A significant portion of the losses for both periods is related to the financial expenses of MIG parent company.
Net debt as at 30/06/2017 stood at € 679.3 m versus € 693.4 m as at 31/12/2016. The decrease is due to the decrease of net debt of MIG parent company by € (14.4) m, which stood at € 679.5 m from € 693.8 m at the end of 2016.
Net Assets Value (NAV) of MIG as at 30/06/2017 stood at € 639.7 m or € 0.68 per share versus € 0.71 per share as at 31/12/2016 (4.0%).
The Group uses Alternative Performance Measures (APMs) in the context of decision making regarding financial, operational and strategic planning as well as while evaluating and recording its performance. APMs facilitate better understanding of financial and operating results of the Group and its financial position. APMs should always be taken into account in conjunction with the financial results recorded under IFRSs and should under no circumstances replace them.
EBITDA (Earnings Before Interest Taxes Depreciation & Amortization): The ratio adds total depreciation of tangible assets and amortization of intangible assets to consolidated earnings before taxes. The higher the ratio, the more efficiently the entity operates.
EBITDA Margin (%): EBITDA Margin (%) divides the basic earnings before interest, taxes, depreciation, and amortization by the total turnover.
– The ratio adds to consolidated earnings before taxes and interest total depreciation of tangible assets and amortization of intangible assets apart from holding companies, provisions other than those pertaining to the ordinary course of business, gain/losses arising from disposal of investment property, tangible and intangible assets and fair value adjustments to investment property.
EBITDA Margin (%) for total subsidiaries: EBITDA Margin (%) divides EBITDA for total subsidiaries by the total turnover.
EBIT (Earnings Before Interest & Taxes) for total subsidiaries: EBIT calculated as EBITDA less subsidiaries depreciation of tangible assets and amortization of intangible assets.
EBIT Margin (%) for total subsidiaries: EBIT Margin divides EBIT for total subsidiaries by the total turnover.
| 30/06/2017 Amounts in € m |
Food & Dairy |
Healthcare | Financial Services |
IT & Telecoms |
Transportation | Private Equity |
Total from continuing operations |
|---|---|---|---|---|---|---|---|
| Revenues (a) | 268.1 | 119.0 | - | 15.7 | 107.6 | 8.8 | 519.2 |
| Operating profit/(loss) -ΕΒΙΤ | 4.1 | 10.6 | (6.4) | (5.7) | (6.2) | 1.8 | (1.8) |
| Depreciation | 15.2 | 9.2 | 0.2 | 1.8 | 13.2 | 0.9 | 40.4 |
| Earnings before interest, taxes, depreciation and amortization - EBITDA (b) |
19.3 | 19.7 | (6.2) | (3.9) | 7.0 | 2.7 | 38.6 |
| EBITDA margin (%) [(b)/(a)] | 7.2% | 16.6% | -25.1% | 6.5% | 30.7% | 7.4% | |
| ΕΒΙΤDA of Holding companies | - | - | 6.3 | - | - | - | 6.3 |
| Provisions beyond normal business activity | - | - | - | - | - | - | - |
| Profit/(Loss) on sale of investment property, property, plant and equipment and intangible assets |
(0.1) | - | - | 0.2 | - | - | 0.2 |
| Fair value adjustment of investment property |
- | - | - | - | - | - | - |
| EBITDA business operations (c) | 19.2 | 19.7 | 0.2 | (3.7) | 7.0 | 2.7 | 45.1 |
| EBITDA business opeations margin (%) [(c)/(a)] |
7.1% | 16.6% | -23.5% | 6.5% | 30.8% | 8.7% | |
| Depreciation of subsidiries | (15.2) | (9.2) | - | (1.8) | (13.2) | (0.9) | (40.2) |
| EBIT business operations (d) | 4.0 | 10.6 | 0.2 | (5.5) | (6.2) | 1.8 | 4.8 |
| EBIT business operations margin (%) [(d)/(a)] |
1.5% | 8.9% | -35.0% | -5.8% | 20.8% | 0.9% |
| 30/06/2016 Amounts in € m |
Food & Dairy |
Healthcare | Financial Services |
IT & Telecoms |
Transportation | Private Equity |
Total from continuing operations |
|---|---|---|---|---|---|---|---|
| Revenues (a) | 276.8 | 116.7 | - | 17.7 | 105.4 | 7.0 | 523.6 |
| Operating profit/(loss) -ΕΒΙΤ | (4.8) | 9.0 | (7.4) | 1.5 | 9.4 | 0.4 | 8.2 |
| Depreciation | 15.3 | 9.2 | 0.2 | 1.7 | 12.1 | 0.9 | 39.4 |
| Earnings before interest, taxes, depreciation and amortization - EBITDA (b) |
10.5 | 18.2 | (7.2) | 3.2 | 21.6 | 1.3 | 47.7 |
| EBITDA margin (%) [(b)/(a)] | 3.8% | 15.6% | 18.0% | 20.5% | 19.0% | 9.1% | |
| ΕΒΙΤDA of Holding companies | - | - | 7.3 | - | - | - | 7.3 |
| Provisions beyond normal business activity | 12.7 | - | - | 0.9 | - | - | 13.6 |
| Profit/(Loss) on sale of investment property, property, plant and equipment and intangible assets |
(0.2) | - | - | - | - | - | (0.2) |
| Fair value adjustment of investment property |
- | - | - | - | - | - | - |
| EBITDA business operations (c) | 23.0 | 18.2 | 0.1 | 4.1 | 21.6 | 1.3 | 68.3 |
| EBITDA business opeations margin (%) [(c)/(a)] |
8.3% | 15.6% | 22.8% | 20.5% | 19.0% | 13.0% | |
| Depreciation of subsidiries | (15.3) | (9.2) | - | (1.7) | (12.1) | (0.9) | (39.2) |
| EBIT business operations (d) | 7.7 | 9.1 | 0.1 | 2.4 | 9.4 | 0.4 | 29.1 |
| EBIT business operations margin (%) [(d)/(a)] |
2.8% | 7.8% | 13.4% | 9.0% | 6.1% | 5.6% |
MIG Net Asset Value (NAV): Value as at the reporting period date of total Equity divided by the number of shares.
| 30/06/2017 | 31/12/2016 |
|---|---|
| 639,698.2 | 666,095.5 |
| 939,510,748 | 939,510,748 |
| 0.68 | 0.71 |
Barba Stathis was awarded as one of Top Corporate Brands for 2016, in the glamorous Corporate Superbrands Greece 2016 awards event, held on Monday, 20 March 2017. From a long list of about 1500 candidate Corporate Brands, Barba Stathis stood out as one of the Top Corporate Brands in Greece recognized as Corporate Superbrands Greece 2016, following a relevant vote both by a Jury of Experts and by Consumers.
the corresponding decrease in the nominal value of every share to € 0.35 with offsetting equal losses of the previous years, and b) increase in the company's share capital to the final amount of € 4,550,000 through capitalization of receivables or/and cash payment.
family. The consideration of the transaction amounting to € 43 m was fully paid in cash and will be used, after covering the transaction expenses, for the repayment of existing loan obligations of the Company.
On June 15, 2017, the Annual General Meeting took place, and among others approved the election of Mr. Christophe Vivien as a new Member of the Board of Directors in filling a vacant position and of Messrs. Stefanos Capsaskis and Petros Katsoulas as Independent Non-Executive Members of the Board of Directors in replacement of Members who resigned. Furthermore, Mr. Emmanouil Xanthakis was appointed as Independent Member of the Board of Directors and of the Audit Committee.
On August 30, 2017 Blue Star Patmos suffered grounding on shallow waters while entering the port of Ios. In response to a question posed by the Hellenic Capital Market Commission on 04/09/2017, ATTICA has announced as follows:
The impact on turnover and results of ATTICA group is estimated to be limited due to the low traffic period ahead as well as the group's potential to cover the routes operated by the aforementioned vessel by other ATTICA group vessels.
The event is fully covered by the existing insurance cover of the Blue Star Patmos for Protection & Indemnity and Hull & Machinery by internationally recognized insurance companies.
The routes operated by the vessel in question are performed by the vessel Blue Star Naxos.
On August 21, 2017, the Board of Directors of MITERA verified the company's share capital increase totaling € 4,550,000 through capitalization of receivables and cash payment. The share capital increase of MITERA was fully covered by the parent company HYGEIA.
bonds of a par value of € 0.30 each convertible into Company's shares took place on 31 July 2017 and was certified by the Board of Directors on the same date. The 31st July 2017 was determined as issuance date. PIRAEUS BANK was appointed as Bondholder Agent and Facility Agent. The new CBL will not be listed for trading on the Athens Exchange. The proceeds from the issuance were used for refinancing of other existing loan obligations of the Company, including both tranches of the CBL issued on 29/07/2013 amounting to € 375,247,019 and existing obligations towards PIRAEUS BANK amounting to approximately € 47.58 m, according to the resolution on the use of proceeds. According to the CBL Programme, the Company has the option to recapitalize part of any interest due, at its absolute discretion, through issuance of up to 116,833,849 additional bonds (PIK Bonds) of a par value of € 0.30 each convertible into Company's shares.
On 31/08/2017 MIG announced that the Independent Non-Executive Member of the Board of Directors Mr. Theodoros Mylonas submitted his resignation from the Board of Directors of the Company. The Board of Directors decided to replace the resigned Member by Mr. Efstratios Chatzigiannis, who was appointed as an Independent Non-Executive Member, as it meets the criteria of article 4 of Law 3016/2002. Therefore, the Board of Directors of the Company is as follows:
Greece's macroeconomic and financial environment continues to be challenging for Greek businesses, while redefining the productivity model and restoring market back to normality are key issues for the growth of the economy. In this economic environment, MIG has completed successfully the restructuring of its bank lending by issuing a convertible bond loan of up to € 460 m, achieving significant reduction of its borrowing costs, while at the same time, as part of the planning for the sale of assets, it has completed, in the first half of the year, the disposal of its stake in SUNCE.
The Group Management recognizes that the challenges are numerous and significant, and in this context prepares and develops its plans for its business course. The key objective is to strengthen Group's main subsidiaries through the development of their business activity, the improvement of their performance and the successful restructuring of their lending. The objective is to increase market share in the sectors where the Group operates, develop new innovative products and provide continuously improved and quality upgraded services.
The delay in completing the second review (June 2017) has resulted in re -estimating growth rates by almost one percentage point at + 1.6%, according to the recent estimates of the Bank of Greece. A main condition for meeting this objective is a stable political and economic environment, coupled with successful implementation of the agreement with the European institutions. In particular, referring to the second half of 2017, as far as the dairy segment is concerned, the strategy will still be centered on taking significant initiatives and continuing successful launches of new products with added value, on-going rationalization of operating costs, entrance in new distribution channels and further strengthening the Group's presence in international markets. Regarding the frozen food segment the company will continue to focus on developing and investing in the communication of new innovative value added products and enriching existing product categories with new products, as well as continuing the strategy of maintaining competitive prices through promotional activities. A key priority for the FSE segment is the on-going development of its networks, mainly through transforming the stores into Goody's Burger House and Flocafe Espresso Room and renewing the image of Everest stores. Strategic pillar for the development of all VIVARTIA FSE brands is the digital innovation from 2017 onwards. The aim is to increase the overall consumer experience, thus improving their levels of loyalty through tools and instruments that meet modern consumer needs.
The key factors that will affect the course and development of ATTICA group turnover in the second half of 2017 have to do, amongst others, with the condition of the Greek economy, the degree of influence on domestic tourism traffic as a result of continuous decline of available income and changes in fuel prices. Indicatively, it is to be noted that the average fuel price during the two month period July – August 2017 is approximately 11% higher than that recorded in the corresponding last year period. ATTICA group management evaluates the abovementioned challenges on an ongoing basis and examines the best ways to address them.
The corner stone for the healthcare segment, in which HYGEIA group operates, is reorganization and financial support of EOPYY so that it could operate effectively in partnership with the private sector. It is considered necessary to define the legal framework for implementation or nonimplementation of the new cooperation between EOPYY and the private clinics, while simultaneously providing a binding timetable for repayment of the accumulated amounts due to private healthcare services providers.
HYGEIA group's Management monitors the developments and uses its experience, acquired though successful management of the prolonged crisis of the recent years, assesses the existing conditions, making estimates and continuously assessing future investment and operational needs. The Management immediately adapts, where necessary, its business planning in order to maintain and increase operational efficiency of the group companies, reduce operating costs, expand its clientele and maximize intragroup synergies. In contrast to malfunctioning EOPYY, to facilitate its on-going growth, HYGEIA group has expanded its strategic partnerships with the most reputable domestic and foreign private insurance companies through rendering high-tech medical services, while also ensuring high patient volume and the necessary liquidity.
In order to counter the crisis, the Management of HYGEIA group focuses its priorities on ensuring the sound financial structure of the group, optimal management of working capital, balanced cost structure in respect of expected revenues and maximizing intragroup synergies for the purposes of further reinforcing its financial position. Furthermore, HYGEIA goes on operating bearing in mind long-term interests of its stakeholders, focusing on creating added value services, investing in cutting edge technology, making innovative services available to niche markets, always focusing on rendering high quality healthcare services, paying due respect to people, society and environment.
In the first half of 2017, the conditions prevailing in the IT market remained difficult, while small and medium-sized enterprises consistently recorded the deepest decline in demand for IT services and products, and the Public Procurement Auction Program has been still delayed. This market trend is recorded in IOBE's Business Venture Index for IT and Software Development sector, which records losses of approximately 14%. The difficult market conditions and the intensification of developing new products and cutting-edge solutions were the main factors that negatively affected the operating results. Despite the pressure in the small and middle sized market, SINGULARLOGIC increased significantly its penetration into large strategic customers, and continued to invest dynamically in new products (Mobility, Cloud, Social Media) and new thematic areas (Internet of Things, Maritime). Moreover, SINGULARLOGIC continues to steadily increase its presence in the Banking and Telecommunications industries in domains such as Unified Communication & Advanced Digital Customer Experience.
Within the second half of 2017, a number of new outsourcing of large projects and contracts in the private sector was initiated, while the company participates in numerous tenders organized by the Greek State and the European Community in respect of big scale IT projects. The management of SINGULARLOGIC expects a recovery in its earnings in the second half of the year while annual sales are stabilizing at the level of 2016.
RKB seeks to improve its financial performance by increasing occupancy and rental rates of its retail stores, while also is targeting high-quality international tenants that plan to expand in the Serbian market. In this context, RKB is conducting active asset management that includes improved leasing tactics, void management, space promo and marketing as well as new revised procedures to enhance operational efficiency. The objective is to create a stable and strong customer base, increase occupancy, improve efficiency, and financial structure, and develop its operations on on going basis.
Τhe Company and the Group are exposed to risks pertaining to financing, interest rates, fuel prices, liquidity, credit and currencies. The Group reviews and periodically assesses its exposure to the risks cited above on a one by one basis as well as collectively and uses financial instruments to hedge its exposure to certain risk categories.
Evaluation and assessment of the risks faced by the Company and the Group are conducted by the Management and the Board of Directors of the Company. The main objective is to evaluate and assess all the risks to which the Company and Group are exposed to through their operating and investing activities.
The Group uses several financial instruments or pursues specialized strategies to limit its exposure to potential changes in the value of its investments stemming from market volatility, including fluctuations in prevailing interest rates and currency exchange rates.
The Group operates on an international scale and therefore is exposed to currency risk that arises mainly from fluctuations of the USD, UK Sterling, Albanian Lek, Romanian Ron and other currencies of European countries against the EUR exchange rate. This type of risk mainly arises from the commercial activities and the foreign currency transactions as well as investments in foreign legal entities. It is noted that the Company's and the Group's largest portion of revenues and expenses is Euro denominated. Likewise, the largest part of the Company's investments is denominated in Euro.
On 30/06/2017, out of the Group's total assets and liabilities € 48.9 m and € 15.4 m respectively were held in foreign currency. A change in exchange rates by +/-10% would result in an amount of € +/- € 0.03 m being recognized before tax in the income statement and an amount of € +/- € 1.8 m being recognized in equity.
Changes in interest rates can affect the Group's net income by increasing the costs of servicing debt used to finance the Group. Changes in the interest rates can also affect, amongst others: (a) the cost and availability of debt financing and the Company's ability to achieve attractive rates of return on its investments; and (b) the debt financing capability of the investments and of the businesses in which the Group is invested.
Bank debt constitutes one of the funding sources of the Group. A large portion of the Group's bank debt pays floating interest rates and therefore is directly dependent upon interest rate levels and fluctuations, a fact which exposes the Group to cash flow risk. The Group's floating rates are converted into fixed rates through hedging instruments which are in turn offset to a significant degree by bank deposits. The Group's policy is to constantly monitor interest rate trends as well as the duration of its financial needs. Thus, decisions about the length along with the relationship between fixed and floating rate of a new loan, are taken separately for each case.
On 30/06/2017, assets and liabilities amounting to € 126.0 m and € 1,650.5 m respectively for the Group and the Company, were exposed to interest rate risk. A change of interest rates by +/- 1% would result in +/- € 13.1 m being recognized in the Consolidated Income Statement and Equity.
The risk of the Group and the Company with respect to the trading portfolio, financial instruments at fair value through profit or loss, the investment portfolio and investments in associates arises from potential adverse changes in the market prices of shares and other securities. On 30/06/2017, the assets exposed to market risk amounted to € 1.5 m for the Group and € 0.7 m for the Company respectively. A fluctuation of +/- 30% in investments whose revaluation gains or losses are recognized in the Income Statement, would lead to a change of +/- € 0.3 m for the Group.
For the Company, a fluctuation of +/-30% in investments whose revaluation gains or losses are recognized in the income statement would lead to a change of +/- € 0.2 m for the Company.
The Group's companies that operate in the Transportation Segment are significantly affected by the fluctuation of fuel prices, since it constitutes one of its main operating costs. An annual change of +/- 10% would affect the Income Statement of the Group and its equity by approximately +/- € 4.0 m.
Credit risk is the risk of the potential delayed payment to the Group and the Company of its current and future receivables by its counterparties.
Aiming at minimizing credit risk and bad debts, the Group has adopted efficient processes and policies in relation to exposure limits per counterparty based on the counterparty's credibility.
Prudent liquidity risk management implies cash adequacy as well as the existence and availability of necessary funding sources. The Group is managing its liquidity requirements on a daily basis through systematic monitoring οf it's short and long-term financial liabilities and through daily monitoring of the payments made. Furthermore, the Group constantly monitors the maturity of its receivables and payables, in order to maintain a balance between capital continuity and flexibility via its bank credit worthiness.
Maturity of financial liabilities as at 30/06/2017 and 31/12/2016 for the Group and the Company is analyzed as follows:
| THE GROUP | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30/06/2017 | 31/12/2016 | |||||||||||
| Amounts in € '000 | Short-term | Long-term | Short-term | Long-term | ||||||||
| Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
|||||
| Long-term borrowing | 103,753 | 135,299 | 826,283 | 40,858 | 60,162 | 193,897 | 807,636 | 44,403 | ||||
| Liabilities relating to operating lease agreements |
673 | 854 | 3,535 | - | 657 | 689 | 3,948 | - | ||||
| Trade payables | 177,184 | 8,823 | - | - | 172,589 | 8,019 | - | - | ||||
| Other short-term-long-term liabilities |
169,313 | 15,219 | 10,219 | 400 | 148,334 | 16,118 | 11,359 | 400 | ||||
| Short-term borrowing | 455,922 | 83,312 | - | - | 391,687 | 171,403 | - | - | ||||
| Derivative financial instruments |
263 | - | - | - | - | - | - | - | ||||
| Total | 907,108 | 243,507 | 840,037 | 41,258 | 773,429 | 390,126 | 822,943 | 44,803 |
| THE COMPANY | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30/06/2017 | 31/12/2016 | ||||||||||
| Amounts in € '000 | Short-term | Long-term | Short-term | Long-term | |||||||
| Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
||||
| Long-term borrowing | 85,455 | - | 597,144 | - | 44,903 | 58,722 | 597,144 | - | |||
| Other short-term-long-term liabilities |
10,704 | - | 8,565 | - | 12,648 | - | 9,514 | - | |||
| Short-term borrowing | 3,270 | - | - | - | 3,270 | - | - | - | |||
| Total | 99,429 | - | 605,709 | - | 60,821 | 58,722 | 606,658 | - |
As presented in the table above, total debt of the Group on 30/06/2017 amounted to € 1,650,489k. Long-term debt amounted to € 870,676k while short-term debt amounted to € 779,813k. Respectively, total debt of the Company on 30/06/2017 amounted to € 685,869k, of which € 597,144k was long term debt and € 88,725k was short term debt.
The Group and the Company on 30/06/2017 had negative working capital, since current liabilities exceeded current assets by € 639,101k and € 78,798k respectively. This issue will be solved following the successful completion of the restructuring of the debt of the companies of the Group (see notes 3 and 17).
Given the nature of their operations, ATTICA group vessels as well as the entire shipping segment in general are subject to the aforementioned risk, which may adversely affect the results, the clientele or the operation of ATTICA group.
ATTICA group ships are covered by the existing insurance for Hull & Machinery, increased value and insurance against war risks.
Competition between the companies operating in the transportation, healthcare and food and dairy sectors is particularly intense and could adversely affect their sales and profitability.
Given the adverse economic conditions, citizens have turned to the public healthcare sector which has led to intensified competition among the operators in the private healthcare sector, since their market share has declined.
Major Groups of the aforementioned segment have established their presence and provide a wide range of healthcare services. In this context, private clinics focused on the provision of modern medical equipment, on the quality of services provided by appropriate scientific staff, on the speed of response to the patient and to the expansion of the existing facilities to house new departments. For instance, several private clinics include from maternal to diagnostic departments in order to widen the range of services provided.
Another aspect of competition observed in the subsector of provision of private healthcare services is the expansion of collaboration between the private units and the insurance companies to cover hospitalization costs for a wider range of patients. By making use of its comparative advantages, HYGEIA group ensures collaboration with highly reputable private medical practitioners and focuses on the continuous improvement of the high quality healthcare services rendered according to the internationally certified standards, making HYGEIA group the leader in the Greek se ctor of private healthcare services.
However, should HYGEIA group discontinue its development and investment policy, its competitive position might be significantly affected, which would also affect its financial position.
The food and dairy sector and in particular the subsectors where VIVARTIA group is present (dairy, frozen vegetables and pastry, catering outlets) are facing accentuated competition from both large, domestic and/or international entities in the specific subsectors as well as very small, national and/or local competitors. Potential changes in the frameworks that govern the above subsectors (e.g. product life, food and beverage VAT, social insurance and employment regulations etc) create conditions of intense competition. Additionally, due to the general global trend, but also in particular due to the current economic conditions in Greece, there has been a constant increase in the consumption of private label products, which affects the competition in dairy, frozen vegetables and pastry products. Furthermore, the existing rebalancing in the retail sector in Greece leads to the concentration of the market in fewer and larger chains. Such an evolution undoubtedly creates competitive pressures for all retail suppliers. Finally, the FSE sub-sector operates in a highly competitive environment, with the overwhelming majority of competitors comprised of unregulated networks, that is, basically from individual catering stores. Deficiency in control mechanisms creates distortions (non-issuance of bills, tax evasion, undeclared work, evasion etc.), creating unfair competition between organized chains and individual enterprises with an obvious effect on sales and profitability.
ATTICA group operates on lines of intense competition which can be further intensified in the effort of companies to acquire a larger share in already mature markets.
All transactions with related parties are on an arm's length basis. Please refer to Note 28 to the Financial Statements for details of these transactions.
Kifissia, September 28, 2017 As and on behalf of the BoD
Athanasios Papanikolaou Chief Executive Officer
The attached 6-month condensed Group and Company Financial Statements were approved by the BoD of MARFIN INVESTMENT GROUP HOLDINGS S.A. on 28/09/2017 and have been published on the Company's website www.marfininvestmentgroup.com as well as on the ASE website.
The annual financial statements of the consolidated subsidiaries, as provided for by the Decision 8/754 / 14.4.2016 of the Board of Directors of the Hellenic Capital Market Commission, are posted on the Internet, at the address www.marfininvestmentgroup.com.
| THE GROUP | |||
|---|---|---|---|
| Amounts in € '000 | Note | 01/01-30/06/2017 | 01/01-30/06/2016 |
| Sales | 20 | 519,158 | 523,635 |
| Cost of sales | 21 | (409,152) | (379,553) |
| Gross profit | 110,006 | 144,082 | |
| Administrative expenses | 21 | (51,347) | (50,785) |
| Distribution expenses | 21 | (75,519) | (82,893) |
| Other operating income | 17,001 | 12,728 | |
| Other operating expenses | 22 | (1,977) | (14,892) |
| Operating profit/(loss) | (1,836) | 8,240 | |
| Other financial results | 365 | (2,052) | |
| Financial expenses | (55,392) | (52,620) | |
| Financial income | 89 | 252 | |
| Income from dividends | - | 2 | |
| Share in net gains/(losses) of companies accounted for by the equity method | 23 | (2,574) | 298 |
| Losses before tax from continuing operations | (59,348) | (45,880) | |
| Income tax | (1,424) | 692 | |
| Losses after tax for the period from continuing operations | (60,772) | (45,188) | |
| Gains/(Losses) for the period from discontinued operations | 7.4 | (321) | (715) |
| Losses after tax for the period | (61,093) | (45,903) | |
| Attributable to: | |||
| Owners of the parent | (59,775) | (45,898) | |
| - from continuing operations | (59,454) | (45,183) | |
| - from discontinued operations | (321) | (715) | |
| Non-controlling interests | (1,318) | (5) | |
| - from continuing operations - from discontinued operations |
(1,318) - |
(5) - |
|
| Gains/(Losses) per share (€ / share) : | |||
| Basic gains/(losses) per share | 26 | (0.0636) | (0.0489) |
| - Basic gains/(losses) per share from continuing operations | (0.0633) | (0.0481) | |
| - Basic gains/(losses) per share from discontinued operations | (0.0003) | (0.0008) | |
| Diluted gains/(losses) per share | 26 | (0.0331) | (0.0235) |
| - Diluted gains/(losses) per share from continuing operations | (0.0329) | (0.0230) | |
| - Diluted gains/(losses) per share from discontinued operations | (0.0002) | (0.0005) |
The accompanying notes form an integral part of these condensed interim six month financial statements
The amounts of the previously presented periods have been readjusted in order to include only the continuing operations. The results of the discontinued operations are distinctly presented and analysed in a separate note (see note 7), in compliance with the requirements of IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations".
| THE COMPANY | |||||
|---|---|---|---|---|---|
| Amounts in € '000 | 01/01-30/06/2017 Note (310) 220 51 (39) (2,712) 21 (1,950) 21 (192) (1,479) 21 (6,333) 59 (20,084) (26,397) - (26,397) (0.0281) 26 |
01/01-30/06/2016 | |||
| Income/(Expenses) from investments in subsidiaries & investment portfolio | - | ||||
| Income/(Expenses) from financial assets at fair value through profit or loss | 72 | ||||
| Other income | 6 | ||||
| Total Operating income/(expenses) | 78 | ||||
| Fees and other expenses to third parties | (2,715) | ||||
| Wages, salaries and social security costs | (2,109) | ||||
| Depreciation and amortization | (211) | ||||
| Other operating expenses | (2,174) | ||||
| Total operating expenses | (7,209) | ||||
| Financial income | 67 | ||||
| Financial expenses | (19,601) | ||||
| Losses before tax for the period | (26,665) | ||||
| Income tax | - | ||||
| Losses after tax for the period | (26,665) | ||||
| Gains/(Losses) per share (€ / share) : | |||||
| - Basic | (0.0284) | ||||
| - Diluted | 26 | (0.0102) | (0.0103) |
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | Note | 01/01-30/06/2017 | 01/01-30/06/2016 | 01/01-30/06/2017 | 01/01-30/06/2016 |
| Losses for the period (from continuing and discontinued operations) |
(61,093) | (45,903) | (26,397) | (26,665) | |
| Other comprehensive income: | |||||
| Amounts that will not be reclassified in the Income Statement in subsequent periods |
- | - | - | - | |
| - | - | - | - | ||
| Amounts that may be reclassified in the Income Statement in subsequent periods Cash flow hedging : |
|||||
| - current period gains/(losses) | (5,270) | 954 | - | - | |
| - reclassification to profit or loss for the period | 1,065 | 5,375 | - | - | |
| Available-for-sale financial assets : | |||||
| - current period gains/(losses) | 3 | (11) | - | - | |
| Exchange differences on translating foreign operations |
182 | (12) | - | - | |
| (4,020) | 6,306 | - | - | ||
| Other comprehensive income for the period after tax |
27 | (4,020) | 6,306 | - | - |
| Total comprehensive income for the period after tax |
(65,113) | (39,597) | (26,397) | (26,665) | |
| Attributable to: | |||||
| Owners of the parent | (63,403) | (40,259) | |||
| Non-controlling interests | (1,710) | 662 |
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | Note | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| ASSETS | |||||
| Non-Current Assets | |||||
| Tangible assets | 9 | 1,113,255 | 1,133,786 | 752 | 945 |
| Goodwill | 238,110 | 237,773 | - | - | |
| Intangible assets | 431,193 | 434,206 | 3 | 5 | |
| Investments in subsidiaries | 10 | - | - | 1,130,521 | 1,174,147 |
| Investments in associates | 11 | 17,018 | 59,342 | - | - |
| Investment portfolio | 346 | 471 | - | - | |
| Property investments | 276,440 | 275,225 | - | - | |
| Other non-current assets | 16,137 | 15,318 | 193,099 | 193,099 | |
| Deferred tax asset | 39,644 | 40,024 | - | - | |
| Total | 2,132,143 | 2,196,145 | 1,324,375 | 1,368,196 | |
| Current Assets | |||||
| Inventories | 75,505 | 67,572 | - | - | |
| Trade and other receivables | 227,705 | 228,423 | - | - | |
| Other current assets | 12 | 81,468 | 71,656 | 13,512 | 13,272 |
| Trading portfolio and other financial assets at fair value through | 13 | 799 | 2,867 | 725 | 815 |
| P&L Derivative financial instruments |
18 | 542 | 5,877 | - | - |
| Cash, cash equivalents & restricted cash | 14 | 125,953 | 142,900 | 6,394 | 10,197 |
| Total | 511,972 | 519,295 | 20,631 | 24,284 | |
| Total Assets | 2,644,115 | 2,715,440 | 1,345,006 | 1,392,480 | |
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Share capital | 15 | 281,853 | 281,853 | 281,853 | 281,853 |
| Share premium | 15 | 3,874,689 | 3,874,689 | 3,874,689 | 3,874,689 |
| Fair value reserves | 16 | (1,671) | 2,085 | - | - |
| Other reserves | 16 | 33,909 | 33,781 | 35,731 | 35,731 |
| Retained earnings | (3,940,135) | (3,879,448) | (3,552,575) | (3,526,178) | |
| Equity attributable to οwners of the parent | 248,645 | 312,960 | 639,698 | 666,095 | |
| Non-controlling interests | 111,325 | 116,050 | - | - | |
| Total Equity | 359,970 | 429,010 | 639,698 | 666,095 | |
| Non-current liabilities | |||||
| Deferred tax liability | 193,146 | 195,810 | - | - | |
| Accrued pension and retirement obligations | 35,028 | 34,635 | 170 | 184 | |
| Government grants | 7,317 | 7,721 | - | - | |
| Long-term borrowings | 17 | 870,676 | 855,987 | 597,144 | 597,144 |
| Non-Current Provisions | 16,286 | 16,520 | - | - | |
| Other long-term liabilities | 10,619 | 11,759 | 8,565 | 9,514 | |
| Total | 1,133,072 | 1,122,432 | 605,879 | 606,842 | |
| Current Liabilities | |||||
| Trade and other payables | 186,007 | 180,608 | - | - | |
| Tax payable | 4,860 | 2,331 | - | - | |
| Short-term borrowings | 17 | 779,813 | 818,495 | 88,725 | 106,895 |
| Derivative financial instruments | 18 | 263 | - | - | - |
| Current provisions | 458 | 443 | - | - | |
| Other current liabilities | 19 | 179,672 | 162,121 | 10,704 | 12,648 |
| Total | 1,151,073 | 1,163,998 | 99,429 | 119,543 | |
| Total liabilities | 2,284,145 | 2,286,430 | 705,308 | 726,385 | |
| Total Equity and Liabilities | 2,644,115 | 2,715,440 | 1,345,006 | 1,392,480 |
| Amounts in € '000 | Note | Number of Shares |
Share Capital |
Share Premium |
Fair Value Reserve |
Other Reserves |
Retained earnings |
Total Equity attribut. to Owners of the Parent |
Non controlling Interests |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2017 | 939,510,748 | 281,853 | 3,874,689 | 2,085 | 33,781 | (3,879,448) | 312,960 | 116,050 | 429,010 | |
| Issue of share capital | - | - | - | - | - | - | - | 37 | 37 | |
| Change increase/(decrease) of non controlling interests in subsidiaries |
- | - | - | - | - | (912) | (912) | (857) | (1,769) | |
| Dividends to non-controlling interests of subsidiaries |
- | - | - | - | - | - | - | (2,195) | (2,195) | |
| Transactions with owners | - | - | - | - | - | (912) | (912) | (3,015) | (3,927) | |
| Profit/(Loss) for the period | - | - | - | - | - | (59,775) | (59,775) | (1,318) | (61,093) | |
| Other comprehensive income: | ||||||||||
| Cash flow hedges | ||||||||||
| - current period gains/(losses) | - | - | - | (4,710) | - | - | (4,710) | (560) | (5,270) | |
| - reclassification to profit or loss for the period |
- | - | - | 952 | - | - | 952 | 113 | 1,065 | |
| Available-for-sale financial assets | ||||||||||
| - current period gains/(losses) | - | - | - | 2 | - | - | 2 | 1 | 3 | |
| Exchange differences on translation of foreign operations |
- | - | - | - | 128 | - | 128 | 54 | 182 | |
| Other comprehensive income for the period after tax |
27 | - | - | - | (3,756) | 128 | - | (3,628) | (392) | (4,020) |
| Total comprehensive income for the period after tax |
- | - | - | (3,756) | 128 | (59,775) | (63,403) | (1,710) | (65,113) | |
| Balance as of 30/06/2017 | 939,510,748 | 281,853 | 3,874,689 | (1,671) | 33,909 | (3,940,135) | 248,645 | 111,325 | 359,970 |
| Amounts in € '000 | Note | Number of Shares |
Share Capital |
Share Premium |
Fair Value Reserve |
Other Reserves |
Retained earnings |
Total Equity attribut. to Owners of the Parent |
Non controlling Interests |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Βalance as of 01/01/2016 | 939,385,586 | 281,816 | 3,874,659 | (2,581) | 33,674 | (3,793,674) | 393,894 | 114,506 | 508,400 | |
| Share capital increase through conversion of convertible bonds |
15 | 125,162 | 37 | 30 | - | (1) | 1 | 67 | - | 67 |
| Non-controlling interests due to purchase of subsidiaries |
- | - | - | - | - | - | - | 415 | 415 | |
| Change increase/(decrease) of non controlling interests in subsidiaries |
- | - | - | - | - | (311) | (311) | 324 | 13 | |
| Dividends to owners of non-controlling interests of subsidiaries |
- | - | - | - | - | - | - | (1,538) | (1,538) | |
| Decrease in non-controlling interests due to sale of subsidiaries |
- | - | - | - | - | - | - | (29) | (29) | |
| Share capital decrease by share capital return to non-controlling interests |
- | - | - | - | - | - | - | (115) | (115) | |
| Transactions with owners | 125,162 | 37 | 30 | - | (1) | (310) | (244) | (943) | (1,187) | |
| Profit/(Loss) for the period | - | - | - | - | - | (45,898) | (45,898) | (5) | (45,903) | |
| Other comprehensive income: | ||||||||||
| Cash flow hedges | ||||||||||
| - current period gains/(losses) | - | - | - | 853 | - | - | 853 | 101 | 954 | |
| - reclassification to profit or loss for the period |
- | - | - | 4,804 | - | - | 4,804 | 571 | 5,375 | |
| Available-for-sale financial assets | ||||||||||
| - current period gains/(losses) | - | - | - | (9) | - | - | (9) | (2) | (11) | |
| Exchange differences on translation of foreign operations |
- | - | - | - | (9) | - | (9) | (3) | (12) | |
| Other comprehensive income for the period after tax |
27 | - | - | - | 5,648 | (9) | - | 5,639 | 667 | 6,306 |
| Total comprehensive income for the period after tax |
- | - | - | 5,648 | (9) | (45,898) | (40,259) | 662 | (39,597) | |
| Balance as of 30/06/2016 | 939,510,748 | 281,853 | 3,874,689 | 3,067 | 33,664 | (3,839,882) | 353,391 | 114,225 | 467,616 |
| Amounts in € '000 | Number of Shares |
Share Capital |
Share Premium |
Fair Value Reserve |
Other Reserves |
Retained earnings |
Total Equity |
|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2017 | 939,510,748 | 281,853 | 3,874,689 | - | 35,731 | (3,526,178) | 666,095 |
| Transactions with owners | - | - | - | - | - | - | - |
| Profit/(Loss) for the period | - | - | - | - | - | (26,397) | (26,397) |
| Other comprehensive income for the period after tax | - | - | - | - | - | - | - |
| Total comprehensive income for the period after tax | - | - | - | - | - | (26,397) | (26,397) |
| Balance as of 30/6/2017 | 939,510,748 | 281,853 | 3,874,689 | - | 35,731 | (3,552,575) | 639,698 |
The accompanying notes form an integral part of these condensed interim six month financial statements
| Amounts in € '000 | Note | Number of Shares |
Share Capital |
Share Premium |
Fair Value Reserve |
Other Reserves |
Retained earnings |
Total Equity |
|---|---|---|---|---|---|---|---|---|
| Βalance as of 01/01/2016 | 939,385,586 | 281,816 | 3,874,659 | - | 35,732 | (3,409,232) | 782,975 | |
| Share capital increase through conversion of convertible bonds | 15 | 125,162 | 37 | 30 | - | (1) | 1 | 67 |
| Transactions with owners | 125,162 | 37 | 30 | - | (1) | 1 | 67 | |
| Profit/(Loss) for the period | - | - | - | - | - | (26,665) | (26,665) | |
| Other comprehensive income for the period after tax | - | - | - | - | - | - | - | |
| Total comprehensive income for the period after tax | - | - | - | - | - | (26,665) | (26,665) | |
| Balance as of 30/06/2016 | 939,510,748 | 281,853 | 3,874,689 | - | 35,731 | (3,435,896) | 756,377 |
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 01/01- 30/06/2017 |
01/01- 30/06/2016 |
01/01- 30/06/2017 |
01/01- 30/06/2016 |
| Losses for the period before tax from continuing operations | (59,348) | (45,880) | (26,397) | (26,665) |
| Adjustments | 98,556 | 111,480 | 20,524 | 19,801 |
| Cash flows from operating activities before working capital changes | 39,208 | 65,600 | (5,873) | (6,864) |
| Changes in working capital | ||||
| (Increase) / Decrease in inventories | (7,726) | (8,060) | - | - |
| (Increase)/Decrease in trade receivables | (16,232) | (34,535) | (241) | (687) |
| Increase / (Decrease) in liabilities | 13,077 | 18,420 | (2,231) | 1,912 |
| (Increase)/Decrease of trading portfolio | - | - | 89 | (156) |
| (10,881) | (24,175) | (2,383) | 1,069 | |
| Cash flows from operating activities | 28,327 | 41,425 | (8,256) | (5,795) |
| Interest paid | (39,147) | (39,659) | (20,747) | (20,472) |
| Income tax paid | (998) | (186) | - | - |
| Net cash flows from operating activities from continuing operations | (11,818) | 1,580 | (29,003) | (26,267) |
| Net cash flows from operating activities of discontinued operations | (6) | (26) | - | - |
| Net cash flows from operating activities | (11,824) | 1,554 | (29,003) | (26,267) |
| Cash flows from investing activities | ||||
| Purchase of property, plant and equipment | (15,729) | (15,633) | (7) | (41) |
| Purchase of intangible assets | (2,202) | (2,086) | - | - |
| Purchase of investment property | (1,243) | (1,222) | - | - |
| Disposal of property, plant and equipment, intangible assets and investment property |
2,368 | 556 | 2 | - |
| Return of advance for subsidiary's SCI | - | - | - | 13,000 |
| Dividends received | - | 2 | - | - |
| Ιnvestments in trading portfolio and financial assets at fair value through profit and loss |
2,302 | (39) | - | - |
| Investments in subsidiaries and associates | 41,808 | (35) | 43,316 | 13,067 |
| Investments on financial assets of investment portfolio | 1,128 | - | - | - |
| Interest received | 239 | 368 | 60 | 68 |
| Loans to related parties | - | (75) | - | - |
| Grants received | 1,586 | 529 | - | - |
| Net cash flow from investing activities from continuing operations Net cash flow from investing activities of discontinued operations |
30,257 1 |
(17,635) 3 |
43,371 - |
26,094 - |
| Net cash flow from investing activities | 30,258 | (17,632) | 43,371 | 26,094 |
| Cash flow from financing activities | ||||
| Proceeds from issuance of ordinary shares of subsidiary | 38 | 72 | - | - |
| Proceeds from borrowings | 42,376 | 12,494 | 34,400 | 5,759 |
| Payments for borrowings | (74,078) | (44,521) | (52,570) | (3,000) |
| Changes in ownership interests in existing subsidiaries | (1,531) | (145) | - | - |
| Payments for share capital decrease to non-controlling interests of subsidiaries |
- | (115) | - | - |
| Dividends paid to non-controlling interests | (1,204) | (2,585) | - | - |
| Payment of finance lease liabilities | (710) | (529) | - | - |
| Net cash flow from financing activities from continuing operations | (35,109) | (35,329) | (18,170) | 2,759 |
| Net cash flow from financing activities of discontinued operations | - | - | - | - |
| Net cash flow from financing activities | (35,109) | (35,329) | (18,170) | 2,759 |
| Net (decrease) / increase in cash, cash equivalents and restricted cash | (16,675) | (51,407) | (3,802) | 2,586 |
| Cash, cash equivalents and restricted cash at the beginning of the period | 142,900 | 177,553 | 10,197 | 14,915 |
| Exchange differences in cash, cash equivalents and restricted cash from continuing operations |
(272) | (66) | (1) | (7) |
| Net cash, cash equivalents and restricted cash at the end of the period | 125,953 | 126,080 | 6,394 | 17,494 |
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | 01/01- 30/06/2017 |
01/01- 30/06/2016 |
01/01- 30/06/2017 |
01/01- 30/06/2016 |
|
| Adjustments for: | |||||
| Depreciation and amortization expense | 40,416 | 39,410 | 192 | 211 | |
| Changes in pension obligations | 1,071 | 1,626 | 11 | 13 | |
| Provisions | 3,120 | 17,885 | - | - | |
| Unrealized exchange (gains)/losses | (297) | (32) | 6 | 8 | |
| (Profit) loss on sale of property, plant and equipment, intangible assets and investment property |
170 | (194) | - | - | |
| (Profit) / loss from fair value valuation of financial assets at fair value through profit and loss and trading portfolio |
(916) | 656 | - | 37 | |
| Share in net (profit) / loss of companies accounted for by the equity method | 2,574 | (298) | - | - | |
| (Profit) / loss from sale of financial assets at fair value through profit and loss and trading portfolio |
840 | 1,472 | - | - | |
| (Profit) / loss from disposal of a shareholding in subsidiaries/associates | 8 | (44) | 310 | - | |
| Interest and similar income | (89) | (252) | (59) | (67) | |
| Interest and similar expenses | 55,193 | 52,398 | 20,082 | 19,599 | |
| Income from dividends | - | (2) | - | - | |
| Grants amortization | (404) | (423) | - | - | |
| Income from reversal of prior year's provisions | (2,283) | (722) | - | - | |
| Non-cash (income)/expenses | (847) | - | (18) | - | |
| Total | 98,556 | 111,480 | 20,524 | 19,801 |
The Group and the Company Financial Statements have been prepared in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board and adopted by the European Union.
The Company "MARFIN INVESTMENT GROUP HOLDINGS S.A." under the discreet title "MARFIN INVESTMENT GROUP" ("MIG") is domiciled in Greece in the Municipality of Kifissia of Attica. The Company's term of duration is 100 years starting from its establishment and can be extended following a resolution of the General Shareholders Meeting.
MIG operates as a holding societe anonyme according to Greek legislation and specifically according to the provisions of C.L. 2190/1920 on societe anonymes, as it stands. The Financial Statements are posted on the Company's website at www.marfininvestmentgroup.com. The Company's shares are listed in the Athens Stock Exchange. The Company's share forms part of the ASE General Index (Bloomber Ticker: MIG:GA, Reuters ticker: MRFr.AT, OASIS: MIG).
The main activity of the Group is its focus on buyouts and equity investments in Greece, Cyprus and throughout South-Eastern Europe. Following its disinvestment from the banking sector in 2007 and several mergers and acquisitions, the Group's activity focuses on 6 operating sectors:
On June 30, 2017, the Group's headcount amounted to 11,139, while on June 30, 2016, the Group's headcount amounted to 10,810. On June 30, 2017 and 2016 the Company's headcount amounted to 38 and 51 respectively.
The MARFIN INVESTMENT GROUP HOLDINGS S.A. companies, included in the consolidated Financial Statements, as well as their non-tax audited years are analysed in note 2 to the condensed interim Financial Statements.
The attached Financial Statements for the 6-month financial period ended on 30/06/2017 were approved by the Company's Board of Directors on September 28, 2017 and are available to the investing public at the Company's head office (67 Thiseos Ave., 146 71 Kifissia, Greece) and on the Company's website.
The Consolidated Financial Statements of MIG Group are consolidated under the equity method, in the Financial Statements of PIRAEUS BANK S.A., which is domiciled in Greece and whose holding in the Company amounts to 31.19% as of 30/06/2017.
The Group structure on 30/06/2017 is as follows:
The following table presents MIG's consolidated entities as at 30/06/2017, their domiciles, their principal activity, the Company's direct and indirect shareholdings, their consolidation method as well as their non-tax audited financial years.
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| MARFIN INVESTMENT GROUP HOLDINGS S.A. |
Greece | Holding company |
Parent Company | 2012-2016 | |||
| MIG Subsidiaries | |||||||
| MARFIN CAPITAL S.A. | BVI (4) | Holding company |
100.00% | - | 100.00% | Purchase Method |
(1) - |
| VIVARTIA HOLDINGS S.A. | Greece | Holding company |
92.08% | - | 92.08% | Purchase Method |
2009-2016 |
| MIG LEISURE LTD | Cyprus | Management of investments |
100.00% | - | 100.00% | Purchase Method |
- |
| MIG SHIPPING S.A. | BVI (4) | Holding company |
100.00% | - | 100.00% | Purchase Method |
(1) - |
| MIG REAL ESTATE (SERBIA) B.V. | Holland | Management of investments |
100.00% | - | 100.00% | Purchase Method |
- |
| MIG LEISURE & REAL ESTATE CROATIA B.V. |
Holland | Management of investments IT systems and |
100.00% | - | 100.00% | Purchase Method |
- |
| SINGULARLOGIC S.A. | Greece | software applications |
63.20% | 22.50% | 85.70% | Purchase Method |
2008-2016 |
| ATHENIAN ENGINEERING S.A. | Greece | Aircraft maintenance and repairs |
100.00% | - | 100.00% | Purchase Method |
2009-2016 |
| MIG AVIATION HOLDINGS LTD | Cyprus | Holding company |
100.00% | - | 100.00% | Purchase Method |
- |
| TOWER TECHNOLOGY LTD | Cyprus | Holding company |
100.00% | - | 100.00% | Purchase Method |
- |
| MIG ENVIRONMENT HOLDINGS & INVESTMENTS S.A. |
Greece | Holding company |
100.00% | - | 100.00% | Purchase Method |
2011-2016 |
| MIG MEDIA S.A. | Greece | Advertising services |
100.00% | - | 100.00% | Purchase Method |
2012-2016 |
| MIG LEISURE LTD Subsidiary CYPRUS TOURISM DEVELOPMENT PUBLIC COMPANY LTD |
Cyprus | Hotel management |
- | 75.08% | 75.08% | Purchase Method |
- |
| MIG SHIPPING S.A. Subsidiary | |||||||
| ATTICA HOLDINGS S.A. | Greece | Holding company |
11.60% | 77.78% | 89.38% | Purchase Method |
2008 & 2010- 2016 |
| MARFIN CAPITAL S.A. Subsidiary | |||||||
| HYGEIA S.A. | Greece | Primary and secondary healthcare services |
32.76% | 37.62% | 70.38% | Purchase Method |
2011-2016 |
| MIG REAL ESTATE (SERBIA) B.V. Subsidiary |
|||||||
| JSC ROBNE KUCE BEOGRAD (RKB) | Serbia | Real estate management |
- | 83.10% | 83.10% | Purchase Method |
- |
| MIG AVIATION HOLDINGS LTD Subsidiaries |
|||||||
| MIG AVIATION 1 LTD | Cyprus | Helicopter management |
- | 100.00% | 100.00% | Purchase Method |
- |
| MIG AVIATION 2 LTD | Cyprus | Dormant | - | 100.00% | 100.00% | Purchase Method |
- |
| VIVARTIA GROUP | |||||||
| VIVARTIA HOLDINGS S.A. Subsidiaries | |||||||
| DELTA FOODS S.A. (former DESMOS DEVELOPMENT S.A) |
Greece | Production & distribution of dairy products |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| GOODY'S S.A. (former INVESTAL RESTAURANTS S.A.) |
Greece | Holding company |
- | 91.43% | 91.43% | Purchase Method |
2010-2016 |
| BARBA STATHIS S.A. (former CAFE ALKYONI S.A) |
Greece | Production & distribution of frozen foods |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| DELTA S.A. Subsidiaries | |||||||
| EUROFEED HELLAS S.A. | Greece | Production & distribution of animal feed |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| VIGLA S.A. | Greece | Production & distribution of dairy products |
- | 92.08% | 92.08% | Purchase Method |
2012-2016 |
| UNITED MILK HOLDINGS LTD | Cyprus | Production & distribution of dairy products |
- | 92.08% | 92.08% | Purchase Method |
- |
| UNITED MILK COMPANY AD | Bulgaria | Holding company |
- | 92.08% | 92.08% | Purchase Method |
- |
| GOODY'S S.A. (former INVESTAL RESTAURANTS S.A.) |
Greece | Holding company |
- | 0.55% | 0.55% | Purchase Method |
2010-2016 |
| GOODY'S S.A. Subsidiaries | |||||||
| BALKAN RESTAURANTS S.A. | Bulgaria | Café-patisserie | - | 92.08% | 92.08% | Purchase Method |
- |
| HELLENIC CATERING S.A. | Greece | Food industry | - | 90.25% | 90.25% | Purchase Method |
2010-2016 |
| HELLENIC FOOD INVESTMENTS S.A. | Greece | Holding company |
- | 56.46% | 56.46% | Purchase Method |
2010-2016 |
| ATHENAIKA CAFE-PATISSERIES S.A. | Greece | Café-patisserie | - | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| EFKARPIA RESTAURANTS S.A. | Greece | Restaurants - Café patisseries |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| EASTERN CRETE RESTAURANTS PATISSERIES S.A. |
Greece | Restaurants - Café patisseries |
- | 55.25% | 55.25% | Purchase Method |
2010-2016 |
| TEMBI CAFE-PATISSERIES S.A. | Greece | Restaurants - Café patisseries |
- | 56.40% | 56.40% | Purchase Method |
2010-2016 |
| SERRES RESTAURANTS-PATISSERIES S.A. | Greece | Restaurants - Café patisseries |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| KAVALA RESTAURANTS S.A. | Greece | Restaurants - Café patisseries |
- | 46.96% | 46.96% | Purchase Method |
2008-2016 |
| MALIAKOS RESTAURANTS S.A. | Greece | Restaurants - Café patisseries |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| HARILAOU RESTAURANTS S.A. | Greece | Restaurants - Café patisseries |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| VERIA CAFÉ - PATISSERIES S.A. | Greece | Café-patisserie | - | 89.61% | 89.61% | Purchase Method |
2010-2016 |
| PARALIA CAFÉ - PATISSERIES S.A. | Greece | Café-patisserie | - | 87.09% | 87.09% | Purchase Method |
2010-2016 |
| WHITE MOUNTAIN S.A. (former NAFPLIOS S.A.) |
Greece | Café-patisserie | - | 41.59% | 41.59% | Purchase Method |
2010-2016 |
| IVISKOS S.A. | Greece | Restaurants - Café patisseries |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| ARMA INVESTMENTS S.A. | Greece | Restaurants - Café patisseries |
- | 47.42% | 47.42% | Purchase Method |
2010-2016 |
| EVEREST S.A. HOLDING & INVESTMENTS | Greece | Holding company |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| SHOPPING CENTERS CAFÉ-RESTAURANTS S.A. |
Greece | Café-patisserie | - | 92.08% | 92.08% | Purchase Method |
2009-2016 |
| W FOOD SERVICES S.A. | Greece | Café-patisserie | - | 89.46% | 89.46% | Purchase Method |
2010-2016 |
| PALLINI RESTAURANTS S.A. | Greece | Restaurants - Café patisseries |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| ILION RESTAURANTS S.A. | Greece | Restaurants - Café patisseries |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| ALMIROU VOLOS RESTAURANTS PATISSERIES TRADING COMPANIES S.A. |
Greece | Restaurants - Café patisseries |
- | 52.57% | 52.57% | Purchase Method |
2011-2016 |
| GEFSIPLOIA S.A. (former GLYFADA RESTAURANTS - PATISSERIES S.A.) |
Greece | Restaurants - Café patisseries |
- | 91.76% | 91.76% | Purchase Method |
2010-2016 |
| PELASGIANS P.C. | Greece | Restaurants - Café patisseries |
- | 46.96% | 46.96% | Purchase Method |
2016 |
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| HELLENIC FOOD INVESTMENTS S.A. Subsidiaries |
|||||||
| HOLLYWOOD RESTAURANTS - PATISSERIES S.A. |
Greece | Restaurants - Café patisseries |
- | 54.60% | 54.60% | Purchase Method |
2010-2016 |
| ZEFXI RESTAURANTS - PATISSERIES S.A. | Greece | Restaurants - Café patisseries |
- | 54.84% | 54.84% | Purchase Method |
2010-2016 |
| PATRA RESTAURANTS S.A. | Greece | Café-patisserie | - | 42.35% | 42.35% | Purchase Method |
2010-2016 |
| CORINTHOS RESTAURANTS PATISSERIES TRADING COMPANIES S.A. |
Greece | Restaurants - Café patisseries |
- | 39.52% | 39.52% | Purchase Method |
2010-2016 |
| METRO VOULIAGMENIS S.A. | Greece | Café-patisserie | - | 35.76% | 35.76% | Purchase Method |
2010-2016 |
| UNCLE STATHIS S.A. Subsidiaries | |||||||
| GREENFOOD S.A. | Greece | Processing & packaging of vegetables products Production and |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| UNCLE STATHIS EOD | Bulgaria | distribution of frozen vegetables & food |
- | 92.08% | 92.08% | Purchase Method |
- |
| ALESIS S.A. | Greece | Wholesale standardized confectionery |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| M. ARABATZIS S.A. | Greece | Bakery & Confectionery products |
- | 45.12% | 45.12% | Purchase Method |
2008-2016 |
| GOODY'S S.A. (former INVESTAL RESTAURANTS S.A.) |
Greece | Holding company |
- | 0.09% | 0.09% | Purchase Method |
2010-2016 |
| EVEREST HOLDINGS & INVESTMENTS S.A. Subsidiaries |
|||||||
| OLYMPIC CATERING S.A. | Greece | Catering | - | 91.12% | 91.12% | Purchase | 2010-2016 |
| PASTERIA S.A. CATERING INVESTMENTS & PARTICIPATIONS |
Greece | services Holding company |
- | 91.57% | 91.57% | Method Purchase Method |
2010-2016 |
| G.MALTEZOPOULOS S.A. | Greece | Beverage & Fast food services |
- | 71.36% | 71.36% | Purchase Method |
2010-2016 |
| GEFSI S.A. | Greece | Beverage & Fast food services |
- | 80.62% | 80.62% | Purchase Method |
2010-2016 |
| TROFI S.A. | Greece | Beverage & Fast food services |
- | 73.66% | 73.66% | Purchase Method |
2010-2016 |
| FAMOUS FAMILY S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2008-2016 |
| GLYFADA S.A. | Greece | Beverage & Fast food services |
- | 91.51% | 91.51% | Purchase Method |
2010-2016 |
| PERISTERI S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| KORIFI S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2008-2016 |
| DEKAEKSI S.A. | Greece | Beverage & Fast food services |
- | 56.17% | 56.17% | Purchase Method |
2010-2016 |
| IMITTOU S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| KAMARA S.A. | Greece | Beverage & Fast food services |
- | 80.59% | 80.59% | Purchase Method |
2010-2016 |
| EVENIS S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2008-2016 |
| KALLITHEA S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| PATISSIA S.A. | Greece | Beverage & Fast food |
- | 64.45% | 64.45% | Purchase Method |
2008-2016 |
MARFIN INVESTMENT GROUP HOLDING S.A., 67 Thiseos Ave, 146 71 Kifissia, Greece
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| services | |||||||
| PLATEIA S.A. | Greece | Beverage & Fast food services |
- | 60.77% | 60.77% | Purchase Method |
2010-2016 |
| EVERCAT S.A. | Greece | Knowhow and education services |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| VARELAS S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2007-2016 |
| EVERFOOD S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2007-2016 |
| L. FRERIS S.A. | Greece | Beverage & Fast food services |
- | 67.22% | 67.22% | Purchase Method |
2010-2016 |
| EVERHOLD LTD | Cyprus | Holding company |
- | 92.08% | 92.08% | Purchase Method |
- |
| MAKRYGIANNI S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| MAROUSSI S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2012-2016 |
| OLYMPUS PLAZA CATERING S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| MAGIC FOOD S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2008-2016 |
| FOOD CENTER S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| ACHARNON S.A. | Greece | Beverage & Fast food services |
- | 36.83% | 36.83% | Purchase Method |
2010-2016 |
| OLYMPUS PLAZA S.A. | Greece | Restaurant Café & Mini market |
- | 78.34% | 78.34% | Purchase Method |
2010-2016 |
| CHOLARGOS S.A. | Greece | Beverage & Fast food services |
- | 61.69% | 61.69% | Purchase Method |
2010-2016 |
| I. FORTOTIRAS - E. KLAGOS & CO PL | Greece | Beverage & Fast food services |
- | 23.02% | 23.02% | Purchase Method |
2010-2016 |
| VOULIPA S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| SYNERGASIA S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2008-2016 |
| MANTO S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| GALATSI S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2008-2016 |
| DROSIA S.A. | Greece | Beverage & Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| KATSELIS HOLDINGS S.A. | Greece | Beverage - Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| EVERSTORY S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2010-2016 |
| KOMVOS GEFSEON S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2011-2016 |
| PHILADELFIOTIKI GONIA S.A. | Greece | Beverage & Fast food services |
- | 46.96% | 46.96% | Purchase Method |
2011-2016 |
| RENTI SQUARE LTD | Greece | Beverage & Fast food services |
- | 32.23% | 32.23% | Purchase Method |
2009-2016 |
| GOLDEN PASTA S.A. (former PALAIO FALIRO RESTAURANTS S.A.) |
Greece | Restaurant | - | 20.72% | 20.72% | Purchase Method |
2010-2016 |
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| PASTERIA S.A. Subsidiaries | |||||||
| KOLONAKI S.A. | Greece | Restaurant | - | 91.50% | 91.50% | Purchase Method |
2010-2016 |
| DELI GLYFADA S.A. | Greece | Restaurant | - | 90.66% | 90.66% | Purchase Method |
2010-2016 |
| ALYSIS LTD | Greece | Restaurant | - | 50.36% | 50.36% | Purchase Method |
2010-2016 |
| PANACOTTA S.A. | Greece | Restaurant | - | 21.98% | 21.98% | Purchase Method |
2012-2016 |
| POULIOU S.A. | Greece | Restaurant | - | 46.70% | 46.70% | Purchase Method |
2008-2016 |
| GOLDEN PASTA S.A. (former PALAIO FALIRO RESTAURANTS S.A.) |
Greece | Restaurant | - | 70.97% | 70.97% | Purchase Method |
2010-2016 |
| PRIMAVERA S.A. | Greece | Restaurant | - | 91.57% | 91.57% | Purchase Method |
2008-2016 |
| CAPRESE S.A. | Greece | Restaurant | - | 46.70% | 46.70% | Purchase Method |
2010-2016 |
| PESTO S.A. | Greece | Restaurant | - | 83.33% | 83.33% | Purchase Method |
2008-2016 |
| DROSIA S.A. Subsidiary | |||||||
| NOMIKI TASTES LTD | Greece | Fast food services |
- | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| RENTI SQUARE LTD | Greece | Beverage & Fast food services |
- | 59.85% | 59.85% | Purchase Method |
2009-2016 |
| HELLENIC CATERING S.A. Subsidiary | |||||||
| GEFSIPLOIA S.A. (former GLYFADA RESTAURANTS - PATISSERIES S.A.) |
Greece | Café-patisserie | - | 0.23% | 0.23% | Purchase Method |
2010-2016 |
| HELLENIC FOOD SERVICE PATRON S.A. | Greece | Wholesale trade |
- | 90.25% | 90.25% | Purchase Method |
2008-2016 |
| PARALIA CAFÉ - PATISSERIES S.A. | Greece | Café-patisserie | - | 4.89% | 4.89% | Purchase Method |
2010-2016 |
| WHITE MOUNTAIN S.A. (former NAFPLIOS S.A.) |
Greece | Café-patisserie | - | 5.26% | 5.26% | Purchase Method |
2010-2016 |
| MALIAKOS RESTAURANTS S.A. Subsidiary | |||||||
| ALMIROU VOLOS RESTAURANTS PATISSERIES TRADING COMPANIES S.A. |
Greece | Restaurants - Café patisseries |
- | 8.74% | 8.74% | Purchase Method |
2011-2016 |
| FOOD CENTER S.A. Subsidiary | |||||||
| PANACOTTA S.A. | Greece | Restaurant | - | 46.96% | 46.96% | Purchase Method |
2012-2016 |
| PESTO S.A. | Greece | Restaurant | - | 8.29% | 8.29% | Purchase Method |
2008-2016 |
| ALESIS S.A. Subsidiary | |||||||
| BULZYMCO LTD | Cyprus | Holding company |
- | 46.96% | 46.96% | Purchase Method |
- |
| BULZYMCO LTD Subsidiary | |||||||
| ALESIS BULGARIA EOOD | Bulgaria | Frozen dough & pastry products |
- | 46.96% | 46.96% | Purchase Method |
- |
| MAGIC FOOD S.A. Subsidiary | |||||||
| SYGROU AVENUE RESTAURANTS S.A. | Greece | Restaurant | - | 92.08% | 92.08% | Purchase Method |
2010-2016 |
| HARILAOU RESTAURANTS S.A. Subsidiary | |||||||
| ZEFXI RESTAURANTS - PATISSERIES S.A. | Greece | Restaurants - Café patisseries |
- | 1.35% | 1.35% | Purchase Method |
2010-2016 |
| UNITED MILK COMPANY AD Subsidiary DELTA GREEK FOODS USA INC (former VIVARTIA USA INC) |
U.S.A. | Trading company |
- | 92.08% | 92.08% | Purchase Method |
- |
| KATSELIS HOLDINGS S.A. Subsidiaries | |||||||
| L. FRERIS S.A. | Greece | Beverage & Fast food services |
- | 24.86% | 24.86% | Purchase Method |
2010-2016 |
| GLYFADA S.A. | Greece | Beverage & Fast food services |
- | 0.57% | 0.57% | Purchase Method |
2010-2016 |
| L. FRERIS S.A. Subsidiaries | |||||||
| Ε.Κ.Τ.Ε.Κ. S.A. | Greece | Real estate management |
- | 20.72% | 20.72% | Purchase Method |
2010-2016 |
| Beverage & Purchase G.MALTEZOPOULOS S.A. Greece Fast food - 20.72% 20.72% 2010-2016 Method services SHOPPING CENTERS CAFÉ RESTAURANTS S.A. Subsidiary Restaurants - GEFSIPLOIA S.A. (former GLYFADA Purchase Greece Café - 0.08% 0.08% 2010-2016 RESTAURANTS - PATISSERIES S.A.) Method patisseries PARALIA CAFÉ - PATISSERIES S.A. Subsidiaries Restaurants - Purchase KIFISIAS-PANORMOU RESTAURANTS S.A. Greece Café - 53.67% 53.67% 2015-2016 Method patisseries Restaurants - Purchase ILIOUPOLI RESTAURANTS S.A. Greece Café - 91.98% 91.98% 2010-2016 Method patisseries Beverage & Purchase |
Years (5) |
|---|---|
| GS COFFEE N ICE L.P. Greece Fast food - 73.66% 2013-2016 73.66% Method services |
|
| PALLINI RESTAURANTS S.A. Subsidiary | |
| Restaurants - Purchase KIFISIAS-PANORMOU RESTAURANTS S.A. Greece Café - 38.35% 2015-2016 38.35% Method patisseries |
|
| SERRES RESTAURANTS-PATISSERIES S.A. Subsidiary |
|
| Restaurants - Purchase CHOLARGOS RESTAURANTS S.A. Greece Café - 92.08% 92.08% 2010-2016 Method patisseries |
|
| M. ARABATZIS S.A. Associate consolidated under the equity consolidation method Frozen dough |
|
| IONIKI SFOLIATA S.A. Greece & pastry - 15.34% Equity Method 2010-2016 15.34% products |
|
| EVEREST HOLDINGS & INVESTMENTS S.A. Associates consolidated under the equity consolidation method |
|
| Restaurant OLYMPUS PLAZA LTD Greece Café & Mini - 40.51% 40.51% Equity Method 2008-2016 market |
|
| Restaurant PLAZA S.A. Greece Café & Mini - 32.23% 32.23% Equity Method 2008-2016 market |
|
| DELTA FOODS S.A. Associates consolidated under the equity consolidation method |
|
| Holding UAE (6) EXEED VIVARTIA INVESTMENT (EVI) - 45.12% Equity Method - 45.12% company Production & |
|
| MEVGAL S.A. Greece distribution of - 39.78% Equity Method 2011-2016 39.78% dairy products |
|
| EXEED VIVARTIA INVESTMENT (EVI) Subsidiaries |
|
| EXEED VIVARTIA GENERAL TRADING Trading UAE (6) - 44.67% 44.67% Equity Method - (EVGT) company |
|
| EXEED VIVARTIA COMMERCIAL Trading UAE (6) - 44.67% 44.67% Equity Method - BROKERAGE (EVGB) company |
|
| MEVGAL S.A. Subsidiaries | |
| DIATROFI SINGLE MEMBER LTD Greece Dormant - 39.78% 39.78% Equity Method 2011-2016 EVROGAL S.A. Greece Dormant - 39.78% Equity Method 2011-2016 |
|
| 39.78% MEVGAL USA INC U.S.A. Dormant - 39.78% Equity Method - 39.78% |
|
| MEVGAL ENTERPRISES LIMITED Cyprus Dormant - 39.78% 39.78% Equity Method - |
|
| Under MEVGAL BULGARIA EOOD Bulgaria - 39.78% 39.78% Equity Method - liquidation |
|
| United Trademarks MEVGAL UK LIMITED - 39.78% 39.78% Equity Method - Kingdom management |
|
| MEVGAL S.A. Associate consolidated under the equity consolidation method MAKEDONIKI FARM S.A. Greece Dormant - 7.96% 7.96% Equity Method 2011-2016 |
|
| ATTICA GROUP | |
| ATTICA S.A. Subsidiaries SUPERFAST EPTA M.C. Greece Dormant - 89.38% Purchase 2010-2016 89.38% |
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| Method | |||||||
| SUPERFAST OKTO M.C. | Greece | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST ENNEA M.C. | Greece | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST DEKA M.C. | Greece | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| NORDIA M.C. | Greece | Overseas transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| MARIN M.C. | Greece | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| ATTICA CHALLENGE LTD | Malta | Dormant | - | 89.38% | 89.38% | Purchase Method |
- |
| ATTICA SHIELD LTD | Malta | Dormant | - | 89.38% | 89.38% | Purchase Method |
- |
| ATTICA PREMIUM S.A. | Greece | Dormant | - | 89.38% | 89.38% | Purchase Method |
2011-2016 |
| SUPERFAST DODEKA (HELLAS) INC & CO JOINT VENTURE |
Greece | Dormant | - | 89.38% | 89.38% | Common mgt(2) | 2009-2016 |
| SUPERFAST FERRIES S.A. | Liberia | Ships management |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST PENTE INC | Liberia | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST EXI INC | Liberia | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST ENDEKA INC | Liberia | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST DODEKA INC | Liberia | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| BLUESTAR FERRIES MARITIME S.A. | Greece | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| BLUE STAR FERRIES JOINT VENTURE | Greece | Dormant | - | 89.38% | 89.38% | Common mgt(2) | 2009-2016 |
| BLUE STAR FERRIES S.A. | Liberia | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2014 |
| WATERFRONT NAVIGATION COMPANY | Liberia | Dormant | - | 89.38% | 89.38% | Purchase Method |
- |
| THELMO MARINE S.A. | Liberia | Dormant | - | 89.38% | 89.38% | Purchase Method |
- |
| BLUE ISLAND SHIPPING INC | Panama | Dormant | - | 89.38% | 89.38% | Purchase Method |
- |
| STRINTZIS LINES SHIPPING LTD | Cyprus | Dormant | - | 89.38% | 89.38% | Purchase Method |
- |
| SUPERFAST ONE INC | Liberia | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| SUPERFAST TWO INC | Liberia | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| ATTICA FERRIS M.C. | Greece | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| BLUE STAR FERRIS M.C. & CO JOINT VENTURE |
Greece | Overseas and coastal transport |
- | 89.38% | 89.38% | Common mgt(2) | 2009-2016 |
| BLUE STAR M.C. | Greece | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| BLUE STAR FERRIES M.C. | Greece | Dormant | - | 89.38% | 89.38% | Purchase Method |
2010-2016 |
| ATTICA FERRIS MARITIME S.A. | Greece | Overseas and coastal transport |
- | 89.38% | 89.38% | Purchase Method |
2011-2016 |
| ATTICA S.A. Associate | |||||||
| AFRICA MOROCCO LINKS | Morocco | Overseas transport |
- | 43.80% | 43.80% | Equity Method | - |
| SINGULARLOGIC GROUP | |||||||
| SINGULARLOGIC S.A. subsidiaries | |||||||
| PROFESSIONAL COMPUTER SERVICES S.A. | Greece | Integrated software solutions |
- | 43.28% | 43.28% | Purchase Method |
2010-2016 |
| SINGULAR BULGARIA EOOD | Bulgaria | IT support and | - | 85.70% | 85.70% | Purchase | - |
MARFIN INVESTMENT GROUP HOLDING S.A., 67 Thiseos Ave, 146 71 Kifissia, Greece
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| trade IT support and |
Method Purchase |
||||||
| SINGULAR ROMANIA SRL | Romania | trade Trade |
- | 85.70% | 85.70% | Method Purchase |
- |
| METASOFT S.A. | Greece | computers & software |
- | 85.70% | 85.70% | Method | 2010-2016 |
| SYSTEM SOFT S.A. | Greece | Software systems consultants |
- | 85.70% | 85.70% | Purchase Method |
2010-2016 |
| SINGULARLOGIC CYPRUS LTD | Cyprus | IT support and trade |
- | 84.67% | 84.67% | Purchase Method |
- |
| G.I.T. HOLDINGS S.A. | Greece | Holding company |
- | 85.70% | 85.70% | Purchase Method |
2010-2016 |
| G.I.T. CYPRUS | Cyprus | Investing company |
- | 85.70% | 85.70% | Purchase Method |
- |
| SENSE ONE TECHNOLOGIES S.A. | Greece | IT support and trade |
- | 43.70% | 43.70% | Purchase Method |
2011-2016 |
| SINGULARLOGIC MARITIME SERVICES LTD |
Cyprus | IT support | - | 85.70% | 85.70% | Purchase Method |
- |
| SINGULARLOGIC S.A. Associates consolidated under the equity consolidation method |
|||||||
| INFOSUPPORT S.A. | Greece | IT support and trade |
- | 29.14% | 29.14% | Equity Method | 2010-2016 |
| INFO S.A. | Greece | Trade computers & software |
- | 30.00% | 30.00% | Equity Method | 2010-2016 |
| LOGODATA S.A. | Greece | Computer applications |
- | 20.47% | 20.47% | Equity Method | 2005-2016 |
| HYGEIA GROUP | |||||||
| HYGEIA S.A. subsidiaries | |||||||
| Primary and secondary healthcare services - |
Purchase | ||||||
| MITERA S.A. | Greece | maternity & pediatric healthcare services |
- | 70.03% | 70.03% | Method | 2011-2016 |
| MITERA HOLDINGS S.A. | Greece | Holding company Primary & secondary |
- | 70.38% | 70.38% | Purchase Method |
2010-2016 |
| LETO S.A. | Greece | maternity and gynecology healthcare services |
- | 65.92% | 65.92% | Purchase Method |
2010-2016 |
| LETO HOLDINGS S.A. | Greece | Holding company |
- | 62.06% | 62.06% | Purchase Method |
2010-2016 |
| LETO LAB S.A. | Greece | Primary healthcare and diagnostic services |
- | 62.78% | 62.78% | Purchase Method |
2010-2016 |
| ALPHA-LAB S.A. | Greece | Molecular biology and cytogenetics diagnostic center |
- | 65.92% | 65.92% | Purchase Method |
2010-2016 |
| PRIVATE POLICLINIC WEST ATHENS PRIMARY CARE MEDICINE S.A. |
Greece | Primary healthcare and diagnostic services Primary and |
- | 70.38% | 70.38% | Purchase Method |
2010-2016 |
| HYGEIA HOSPITAL-TIRANA ShA | Albania | secondary healthcare services and maternity services |
- | 70.38% | 70.38% | Purchase Method |
- |
| Y-LOGIMED S.A. (former ALAN MEDICAL S.A. |
Greece | Commercial company of medical consumables, implantable |
- | 70.38% | 70.38% | Purchase Method |
2010-2016 |
| Y-PHARMA S.A. | Greece | devices & equipment Commercial |
- | 59.83% | 59.83% | Purchase | 2010-2016 |
MARFIN INVESTMENT GROUP HOLDING S.A., 67 Thiseos Ave, 146 71 Kifissia, Greece
| Company Name | Domicile | Principal activity |
Direct % |
Indirect % |
Total % | Consolidation Method |
Non-tax Audited Years (5) |
|---|---|---|---|---|---|---|---|
| company | Method | ||||||
| ANIZ S.A. | Greece | Catering services |
- | 49.27% | 49.27% | Purchase Method |
2010-2016 |
| BIO-CHECK INTERNATIONAL Private Multi Medical Facilities S.A. |
Greece | Primary healthcare and diagnostic services |
- | 70.38% | 70.38% | Purchase Method |
2010-2016 |
| BEATIFIC S.A. | Greece | Commercial company of medical cosmetics |
- | 70.38% | 70.38% | Purchase Method |
2014-2016 |
Notes
(1) The companies MARFIN CAPITAL S.A. and MIG SHIPPING S.A. are offshore companies and are not subject to corporate income tax. For the companies
outside European Union, which do not have any branches in Greece, there is no obligation for a tax audit.
(2) Common mgt = Under common management
(3) New Inc. = New incorporation
(4) BVI = British Virgin Islands
(5) In respect to the Group companies established in Greece, the tax audit for the years 2011-2013 has been completed according to Law 2238/1994, article 82, par.5, and for the financial years 2014 and 2015 under the provisions of Law 4174/2013, article 65A, par.1, as amended by Law 4488/2017. It is to be noted that the tax audit for the year 2016 is in process. For further information please refer to Νote 29.6.
(6) UAE = United Arab Emirates
The consolidated Financial Statements for the six-month period which ended on June 30, 2017 compared to the corresponding six-month period of 2016 include under the purchase method of consolidation, the companies: i) CHOLARGOS RESTAURANTS S.A. which is a new acquisition of VIVARTIA group and has been consolidated under the purchase method since 02/01/2017 and ii) PELASGIANS P.C. which is a new acquisition of VIVARTIA group and has been consolidated under the purchase method since 24/04/2017.
The companies, not consolidated in the Financial Statements for the six-month period ended on June 30, 2017, whereas they were consolidated in the corresponding six-month period of 2016 are as follows: (a) under the purchase method of consolidation, ALBANIAN RESTAURANTS Sh.P.K. due to finalization of liquidation procedures regarding the idle company within the first quarter of 2017, and (b) under the equity method, the companies (i) DYNACOMP S.A. due to disposal as at 27/04/2017, and (ii) SUNCE KONCERN D.D. due to disposal as at 13/06/2017.
The consolidated and separate Financial Statements as of 30/06/2017 covering the financial year starting on January 1st until June 30th 2017 have been prepared according to the International Financial Reporting Standards (IFRS), which were published by the International Accounting Standards Board (IASB) and according to their interpretations, which have been published by the International Financial Reporting Interpretations Committee (IFRIC) and have been adopted by the European Union until 30/06/2017. The Group applies all the International Accounting Standards, International Financial Reporting Standards and their Interpretations, which apply to the Group's activities. The relevant accounting policies, a summary of which is presented below in Note 4, have been applied consistently in all periods presented.
The aforementioned Financial Statements were prepared based on the going concern principle, which implies that the Company and its subsidiaries will be in position to continue operating as entities in the foreseeable future. The use of this accounting principle takes into account the current and the projected financial structure of the Group after taking into account the following conditions and actions, designed and implemented by the Management.
As at 30/06/2017, the Group and the Company present negative working capital, since the current liabilities exceed the current assets by € 639,101k and € 78,798k respectively, while the main part of the current liabilities is related to short-term borrowing.
The Management estimates that the issues mentioned above will be resolved following the successful implementation of the following actions:
On 27/04/2017, the Management signed a Restructuring Agreement, as amended on 28/07/2017, with PIRAEUS BANK for the restructuring of the Company's existing loan liabilities totali ng € 554,122k ( mainly consisting of common bond loans of € 149,483k, a convertible bond loan of € 375,247k and other bank loans of € 29,392k)
The aforementioned agreement makes provisions for restructuring the Company's borrowings through the issuance of a new Convertible Bond Loan of up to € 460.3 million. Moreover, in the context of the implementation of the Agreement, the Management also seeks to satisfy terms and conditions related to the compliance with financial covenants as well as the disposal of Group assets after obtaining all necessary consents from other interested parties in order to substantial reduce the Company's total borrowings.
As part of the implementation of the above Restructuring Agreement, from April 2017 until the date of approval of the accompanying six-month Financial Statements, the following actions have taken place:
fully paid in cash and was used, after covering the transaction costs, for the repayment of the existing loan liabilities of the Company amounting to € 42.6 m.
c. Issuance of the new Convertible Bond Loan (CBL)up to an amount of € 460.302k: The Board of Directors announced that at its meeting of 27/07/2017, it specified the terms of the new Convertible Bond Loan (CBL), the issuance of which was resolved by the 2nd Reiterative Annual General Meeting of 10/07/2017. The aggregate amount of the CBL may not exceed the amount of € 460,302,000 divided into a maximum number of 1,534,340,000 bonds of a par value of € 0.30 each convertible into shares. The coverage and payment by PIRAEUS BANK of Tranche A amounting to € 425,200,000.20 divided into 1,417,333,334 bonds of a par value of € 0.30 each convertible into Company's shares took place on 31/07/2017 and was certified by the Board of Directors on the same date. The 31st July 2017 was determined as issuance date.
The proceeds from the issuance were used for refinancing of other existing loan obligations of the Company, including both tranches of the CBL issued on 29/07/2013 amounting to €375,247k and existing obligations towards PIRAEUS BANK amounting to approximately €47,583k., according to the resolution on the use of proceeds. The remaining amount of € 2,370k was used for repaying intragroup loans of the Company. Further information regarding the CBL is provided in note 17.
Having completed the above, Management is in the process of implementing terms of the Restructuring Agreement, aiming at the substantial reduction of the Company's total borrowing.
Any failure to fulfill a term or completion of the required steps, which are interrelated, may result in failure to complete the implementation of the terms of the Restructuring Agreement. In such a case, the Management will initially seek to defer the repayment of its contractual debts from the existing borrowing and, at the same time, renegotiate the key terms of the restructuring agreement with the co-operating bank.
The Group's short-term liabilities as at 30/06/2017 (as detailed in note 17) include capital and interest liabilities totaling € 654,221k, regarding which the Management is in discussions with creditor banks as far as restructuring is concerned.
In particular, the Group's companies, at the date of approval of the accompanying Financial Statements, are in the process of discussions with the banks, in order to restructure the terms of the loan obligations of the subsidiaries (see note 17), by examining projects that will potentially become mutually acceptable. The objective of the discussions is to extend the repayment period of loans and create more realistic financial ratios in line with the current economic conditions. Despite the fact that the current problems of the Greek economy and the Greek banking sector have led to imposition of more strict lending criteria, Group Management is optimistic and believes that the entire process of the negotiations will be successfully completed over the next few months.
If the above intended actions of the Management regarding the Company and its subsidiaries do not succeed or prove inadequate due to internationally prevailing instability and uncertainty prevailing as well as the uncertainty concerning the implementation of the actions that are not entirely dependent on the Management, then the results, the operation and the prospects of the Group may be adversely affected; that is to say the combination of the described conditions indicates the existence of uncertainty regarding Group's and Company's ability to continue as a going concern.
However, subject to the successful completion of the above actions, the Management reasonably expects that Group and Company will not be faced with financing and liquidity issues within the next 12 months.
The presentation currency is Euro (the currency of the Group's parent domicile) and all the amounts are presented in thοusand Euro unless otherwise mentioned.
The comparative values of the Financial Statements have been readjusted in order to present the required adjustments so that only the continuing operations are included (see note 7).
The condensed interim Financial Statements for the six-month period which ended on 30/06/2017 include limited information compared to that presented in the annual Financial Statements. The accounting policies based on which the Financial Statements were drafted are in accordance with those used in the preparation of the annual Financial Statements for the financial year which ended on 31/12/2016, apart from the amendments to the Standards and Interpretations effective as of 01/01/2017 (see note 4.1). Therefore, the attached interim 6-month Financial Statements should be read in combination with the latest publicized annual Financial Statements of 31/12/2016 that include a full analysis of the accounting policies and valuation methods used.
There are no new Standards, Interpretations, Revisions or Amendments to existing Standards that have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2017.
The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union.
In May 2014, the IASB issued a new Standard, IFRS 15. The Standard fully converges with the requirements for the recognition of revenue in both IFRS and US GAAP. The key principles on which the Standard is based are consistent with much of current practice. The new Standard is expected to improve financial reporting by providing a more robust framework for addressing issues as they arise, increasing comparability across industries and capital markets, providing enhanced disclosures and clarifying accounting for contract costs. The new Standard will supersede IAS 11 "Construction Contracts", IAS 18 "Revenue" and several revenue related Interpretations. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2018.
In July 2014, the IASB issued the final version of IFRS 9. The package of improvements introduced by the final version of the Standard, includes a logical model for classification and measurement, a single, forward-looking "expected loss" impairment model and a substantially-reformed approach to hedge accounting. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2018.
In January 2016, the IASB issued a new Standard, IFRS 16. The objective of the project was to develop a new Leases Standard that sets out the principles that both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'), apply to provide relevant information about leases in a manner that faithfully represents those transactions. To meet this objective, a lessee is required to recognise assets and liabilities arising from a lease. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union.
Amendments to IAS 12: " Recognition of Deferred Tax Assets for Unrealized Losses" (effective for annual periods starting on or after 01/01/2017)
In January 2016, the IASB published narrow scope amendments to IAS 12. The objective of the amendments is to clarify the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In January 2016, the IASB published narrow scope amendments to IAS 7. The objective of the amendments is to enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments will require entities to provide disclosures that enable investors to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In April 2016, the IASB published clarifications to IFRS 15. The amendments to IFRS 15 do not change the underlying principles of the Standard, but clarify how those principles should be applied. The amendments clarify how to identify a performance obligation in a contract, how to determine whether a company is a principal or an agent and how to determine whether the revenue from granting a license should be recognized at a point in time or over time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In June 2016, the IASB published narrow scope amendment to IFRS 2. The objective of this amendment is to clarify how to account for certain types of share -based payment transactions. More specifically, the amendments provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, for share-based payment transactions with a net settlement feature for withholding tax obligation, as well as, a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In September 2016, the IASB published amendments to IFRS 4. The objective of the amendments is to address the temporary accounting consequences of the different effective dates of IFRS 9 Financial Instruments and the forthcoming insurance contracts Standard. The amendments to existing requirements of IFRS 4 permit entities whose predominant activities are connected with insurance to defer the application of IFRS 9 until 2021 (the "temporary exemption") and also permit all issuers of insurance contracts to recognize in other comprehensive income, r ather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts Standard is issued (the "overlay approach"). The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In December 2016, the IASB issued Annual Improvements to IFRSs – 2014-2016 Cycle, a collection of amendments to IFRSs, in response to several issues addressed during the 2014 -2016 cycle. The issues included in this cycle are the following: IFRS 12: Clarification of the scope of the Standard, IFRS 1: Deletion of short-term exemptions for first-time adopters, IAS 28: Measuring an associate or joint venture at fair value. The amendments are effective for annual periods beginning on or after 1 January 2017 for IFRS 12, and 1 January 2018 for IFRS 1 and IAS 28. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In December 2016, the IASB issued a new Interpretation, IFRIC 22. IFRIC 22 provides requirements about which exchange rate to use in reporting foreign currency transactions (such as revenue transactions) when payment is made or received in advance. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In December 2016, the IASB published narrow-scope amendments to IAS 40. The objective of the amendments is to reinforce the principle for transfers into, or out of, investment property i n IAS 40,
to specify that (a) a transfer into, or out of investment property should be made only when there has been a change in use of the property, and (b) such a change in use would involve the assessment of whether the property qualifies as an investment property. That change in use should be supported by evidence. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle -based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle -based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
IFRIC 23 "Uncertainty over Income Tax Treatments" (effective for annual periods starting on or after 01/01/2019)
In June 2017, the IASB issued a new Interpretation, IFRIC 23. IAS 12 "Income Taxes" specifies how to account for current and deferred tax, but not how to reflect the effects of uncertainty. IFRIC 23 provides requirements that add to the requirements in IAS 12 by specifying how to reflect the effects of uncertainty in accounting for income taxes. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
The preparation of the interim Financial Statements requires the conduct of estimates and the adoption of assumptions that affect the application of accounting principles and the carrying values of the assets and liabilities, income and expenses.
In preparing the current Financial Statements, the significant accounting estimates and ju dgments adopted by the Management in applying the Group's accounting policies are consistent with those applied in the annual Financial Statements of 31/12/2016.
Also, the main sources creating uncertainty that existed during the preparation of the Financ ial Statements of 31/12/2016, remained the same for the interim Financial Statements for the six -month period which ended on 30/06/2017.
In particular, regarding liabilities under Art. 100 Law 4172/2013 – "Claw-Back" and "Rebate" of HYGEIA group, the Management's estimates are analysed in note 5.2 of MIG's Group annual Financial Statements for FY 2016.
HYGEIA group has impaired its receivables from EOPYY for the period 01/01/2013 -30/06/2017 by an amount of approximately € 94.2 m following the implementation of Article 100, par. 5, Law 4172/2013 (Government Gazette Á 167/23.07.2013) and the subsequent rel evant ministerial decisions.
Within the first quarter of 2017, VIVARTIA proceeded with a share capital increase of € 10,957k in GOODY'S subsidiary.
Within the first quarter of 2017, GOODY'S proceeded with a share capital increase of € 458k in its subsidiary IBISKOS S.A. and of € 4,557k in its subsidiary EVEREST, maintaining in all the cases the participating interest of VIVARTIA group in these subsidiaries at 100%.
The Board of Directors of ATHENIAN ENGINEERING, as per its meeting held on 21/12/2012, decided to proceed with the discontinuing of the company's operations, given the development of the company financials and the market prospects.
Following the above decision, the Group consolidated on 30/06/2017 and 31/12/2016 the assets of the Statement of Financial Position of ATHENIAN ENGINEERING under the full consolidation method, while it included the results from discontinued operations of the aforementioned company for the periods 01/01-30/06/2017 and 01/01-30/06/2016 in the Income Statement, i.e. losses of € 11k and € 6k respectively (see note 7.4).
On 21/03/2017, MIG announced the signing of an agreement for the disposal of its total participation in the company SUNCE, corresponding to approximately 49.99% of the share capital thereof, to the company "SUNCE ULAGANJA d.o.o." controlled by the Andabak family being the majority shareholders. On 13/06/2017, the disposal was finalized. In the interim condensed Financial Statements for the period ended as at 30/06/2017, the Group's participation in Profit / (Loss) of the associate, consolidated under equity method, as well as the results arising from the disposal were included in the account "Profit / (Loss) after tax from discontinued operations".
The transaction consideration stood at € 43 m and was fully paid upon the completion of the transaction. The sale is consistent with MIG's stated strategy of gradual disposal of participations in non-core assets.
Regarding the Financial Statements, profit of € 0.7 m has arisen form the transaction. The amount of profit has been calculated as the balance between the proceeds of the disposal of the participating interest in the aforementioned associate, net of transaction costs, and the book value at the date of the disposal.
The calculations regarding the transaction are presented ion the following table:
| Amounts in € '000 | Result from the sale |
|---|---|
| Book value of SUNCE | 41,950 |
| Sale price minus relevant expenses incurred | 42,690 |
| Gains from the sale | 740 |
| Reclassification of other comprehensive income associated with the discontinued operations in the Income Statement |
- |
| Total gain from the sale | 740 |
| Attributable to: | |
| Owners of the parent | 740 |
| Non-controlling interests | - |
The result of discontinued operations regarding the aforementioned company i.e. profits from the disposal amounting to € 0.7 m and Group's share in losses of the associate, i.e. losses from company's operations for the period 01/01-13/06/2017 amounting to € 1,050k were included in the consolidated Income Statement (analytical information is presented in note 7.4).
It is to be noted that the aforementioned disposal does not effect the separate Financial Statements in any way.
The comparative period's discontinued operations include:
The Group's net profit/ loss from discontinued operations for the periods 01/01-30/06/2017 and 01/01-30/06/2016 is analyzed as follows:
| 01/01-30/06/2017 | 01/01-30/06/2016 | |||||
|---|---|---|---|---|---|---|
| Amounts in € '000 | Transportation | Private Equity |
Total | Transportation | Private Equity |
Total |
| Sales | - | - | - | - | - | - |
| Cost of sales | - | - | - | - | - | - |
| Gross profit | - | - | - | - | - | - |
| Administrative expenses | (12) | - | (12) | (9) | - | (9) |
| Other operating income | - | - | - | 1 | - | 1 |
| Operating profit | (12) | - | (12) | (8) | - | (8) |
| Financial income | 1 | - | 1 | 2 | - | 2 |
| Share in net gains/(losses) of companies accounted for by the equity method |
- | (1,050) | (1,050) | - | (709) | (709) |
| Profit/(Loss) before tax from discontinuing operations |
(11) | (1,050) | (1,061) | (6) | (709) | (715) |
| Income Tax | - | - | - | - | - | - |
| Profit/(Loss) after taxes from discontinued operations |
(11) | (1,050) | (1,061) | (6) | (709) | (715) |
| Gains /(losses) from the sale of the discontinued operations |
- | 740 | 740 | - | - | - |
| Result from discontinued operations | (11) | (310) | (321) | (6) | (709) | (715) |
| Attributable to: | ||||||
| Owners of the parent | (11) | (310) | (321) | (6) | (709) | (715) |
| Non-controlling interests | - | - | - | - | - | - |
The following table presents the net cash flows from operating, investing and financing activities pertaining to the discontinued operations for the periods 01/01-30/06/2017 and 01/01-30/06/2016:
| 01/01-30/06/2017 | 01/01-30/06/2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in € '000 | Transportation | Private Equity |
Total | Transportation | Private Equity |
Total | ||
| Net cash flows operating activities | (6) | - | (6) | (26) | - | (26) | ||
| Net cash flows from investing activities | 1 | - | 1 | 3 | - | 3 | ||
| Total net cash flow from discontinued operations |
(5) | - | (5) | (23) | - | (23) |
Basic earnings per share from discontinued operations for the presented six-month reporting periods 01/01-30/06/2017 and 01/01-30/06/2016 amount to € (0.0003) and € (0.0008) respectively, while diluted earnings per share from discontinued operations amounted to € (0.0002) and € (0.0005) respectively (for the analysis of the calculation please refer to note 26).
The Group applies IFRS 8 "Operating Segments", under its requirements the Group recognizes its operating segments based on "management approach" which requires the public information to be based on internal information. The Company's Board of Directors is the key decision maker and sets six (6) operating segments for the Group. The required information per operating segment is as follows:
| Amounts in € '000 | Food & Dairy |
Healthcare | Financial Services |
IT & Telecoms |
Transportation | Private Equity * |
Total from continuing operations |
Discontinued operations |
Group |
|---|---|---|---|---|---|---|---|---|---|
| 01/01-30/06/2017 | |||||||||
| Revenues from external customers |
268,143 | 118,966 | - | 15,693 | 107,561 | 8,795 | 519,158 | - | 519,158 |
| Intersegment revenues | 2,632 | 11 | - | 1,720 | 4,492 | 3,928 | 12,783 | - | 12,783 |
| Operating profit | 4,100 | 10,554 | (6,353) | (5,735) | (6,222) | 1,820 | (1,836) | (12) | (1,848) |
| Depreciation and amortization expense |
(15,157) | (9,161) | (192) | (1,802) | (13,220) | (884) | (40,416) | (1) | (40,417) |
| Profit/(loss) before tax, financing, investing results and total depreciation charges |
19,257 | 19,715 | (6,161) | (3,933) | 6,998 | 2,704 | 38,580 | (11) | 38,569 |
| Other financial results | 952 | 284 | 220 | (9) | (1,039) | (43) | 365 | - | 365 |
| Financial income | 37 | 7 | 10 | 6 | 21 | 8 | 89 | 1 | 90 |
| Financial expenses | (13,080) | (5,645) | (19,974) | (1,865) | (12,585) | (2,243) | (55,392) | - | (55,392) |
| Share in net profit (loss) of companies accounted for by the equity method |
784 | - | - | - | (3,358) | - | (2,574) | (1,050) | (3,624) |
| Profit/(loss) before income tax |
(7,207) | 5,200 | (26,097) | (7,603) | (23,183) | (458) | (59,348) | (321) | (59,669) |
| Income tax | (2,106) | 1,090 | - | (290) | (58) | (60) | (1,424) | - | (1,424) |
| Αssets as of 30/06/2017 | 970,259 | 474,660 | 275,096 | 93,677 | 754,122 | 350,158 | 2,917,972 | - | 2,917,972 |
| Liabilities as of 30/06/2017 | 717,837 | 330,978 | 705,313 | 83,762 | 319,849 | 400,263 | 2,558,002 | - | 2,558,002 |
| Amounts in € '000 | Food & Dairy |
Healthcare | Financial Services |
IT & Telecoms |
Transportation | Private Equity * |
Total from continuing operations |
Discontinued operations |
Group |
| 01/01-30/06/2016 | |||||||||
| Revenues from external customers |
276,809 | 116,663 | - | 17,747 | 105,378 | 7,038 | 523,635 | - | 523,635 |
| Intersegment revenues | 2,710 | 6 | - | 1,883 | 4,283 | 3,948 | 12,830 | - | 12,830 |
| Operating profit | (4,775) | 9,038 | (7,409) | 1,517 | 9,437 | 432 | 8,240 | (8) | 8,232 |
| Depreciation and amortization expense |
(15,293) | (9,197) | (211) | (1,679) | (12,128) | (902) | (39,410) | (1) | (39,411) |
| Profit/(loss) before tax, financing, investing results and total depreciation charges |
10,518 | 18,235 | (7,198) | 3,196 | 21,565 | 1,334 | 47,650 | (7) | 47,643 |
| Other financial results | 70 | (489) | 72 | (2) | (1,560) | (143) | (2,052) | - | (2,052) |
| Financial income | 41 | 4 | 29 | 7 | 164 | 7 | 252 | 2 | 254 |
| Financial expenses | (13,330) | (5,405) | (19,534) | (1,783) | (10,358) | (2,210) | (52,620) | - | (52,620) |
| Share in net profit (loss) of companies accounted for by the equity method |
298 | - | - | - | - | - | 298 | (709) | (411) |
| Profit/(loss) before income | (17,694) | 3,148 | (26,842) | (261) | (2,317) | (1,914) | (45,880) | (715) | (46,595) |
| tax Income tax |
2,055 | 978 | (4) | (2,097) | (248) | 8 | 692 | - | 692 |
| Αssets as of 31/12/2016 | 970,284 | 480,346 | 279,171 | 100,822 | 763,742 | 390,620 | 2,984,985 | - | 2,984,985 |
Amounts in € '000 01/01-30/06/2017 Hospitality-Leisure Real Estate Other Group Revenues from external customers 5,661 3,134 - 8,795 Profit/(loss) before income tax 189 (686) 39 (458) Αssets as of 30/06/2017 64,246 280,461 5,451 350,158 01/01-30/06/2016 Revenues from external customers 4,773 2,265 - 7,038 Profit before income tax (362) (1,583) 31 (1,914) Αssets as of 31/12/2016 107,044 279,084 4,492 390,620
The reconciliation of revenue, operating profit and loss, assets and liabilities of each segment with the respective amounts of the Financial Statements are analyzed as follows:
| Amounts in € '000 | ||
|---|---|---|
| Revenues | 01/01-30/06/2017 | 01/01-30/06/2016 |
| Total revenues for reportable segments | 531,941 | 536,465 |
| Adjustments for : | ||
| Intersegment revenues | (12,783) | (12,830) |
| Income statemement's revenues | 519,158 | 523,635 |
| Amounts in € '000 | ||
| Profit or loss | 01/01-30/06/2017 | 01/01-30/06/2016 |
| Total profit of loss for reportable segments | (59,669) | (46,595) |
| Adjustments for : | ||
| Discontinued operations | 321 | 715 |
| Profit or loss before income tax | (59,348) | (45,880) |
| Amounts in € '000 | ||
| Profit / (loss) from discontinued operations | 01/01-30/06/2017 | 01/01-30/06/2016 |
| Profit/(loss) before tax from discontinued operations |
(1,061) | (715) |
| Adjustments for : Gains /(losses) from the sale of the discontinued operations |
740 | - |
| Gains/(Losses) for the period after tax from discontinued operations |
(321) | (715) |
| Amounts in € '000 Assets |
30/06/2017 | 31/12/2016 |
| Total assets for reportable segments Elimination of receivable from corporate |
2,917,972 | 2,984,985 |
| headquarters | (273,857) | (269,545) |
| Entity's assets | 2,644,115 | 2,715,440 |
| Amounts in € '000 | ||
| Liabilities | 30/06/2017 | 31/12/2016 |
| Total liabilities for reportable segments | 2,558,002 | 2,555,975 |
| Elimination of payable to corporate headquarters | (273,857) | (269,545) |
Amounts in € '000
| Segment results 30/06/2017 | Greece | European countries |
Other countries |
Group |
|---|---|---|---|---|
| Revenues from external customers | 449,917 | 60,923 | 8,318 | 519,158 |
| Non-current assets* | 1,958,841 | 133,312 | - | 2,092,153 |
| Amounts in € '000 | European | Other | ||
| Segment results as of 30/6/2016 | Greece | countries | countries | Group |
| Revenues from external customers | 460,686 | 55,867 | 7,082 | 523,635 |
| Non-current assets as of 31/12/2016* | 1,979,990 | 175,660 | - | 2,155,650 |
Entity's liabilities 2,284,145 2,286,430
* Non-current assets do not include the "Financial Assets" as well as the "Deferred Tax Assets" as in compliance with the provisions of IFRS 8.
The changes in the Group's property, plant and equipment account are analyzed as follows:
| THE GROUP | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in € '000 | Vessels | Airplanes | Land & Buildings |
Machinery & Vehicles |
Furniture & Fittings |
Construction in progress |
Total |
| Gross book value as of 01/01/2017 | 758,583 | 3,505 | 487,805 | 378,204 | 70,170 | 11,242 | 1,709,509 |
| Additions | - | - | 1,126 | 5,032 | 2,121 | 7,409 | 15,688 |
| Acquisitions through business combinations | - | - | 330 | 62 | 290 | 202 | 884 |
| Disposals / Write-offs | - | (3,505) | (2,360) | (699) | (1,345) | (24) | (7,933) |
| Exchange differences on cost | - | - | 1,231 | 278 | 117 | - | 1,626 |
| Reclassifications | - | - | 227 | 223 | 23 | (473) | - |
| Gross book value as of 30/06/2017 | 758,583 | - | 488,359 | 383,100 | 71,376 | 18,356 | 1,719,774 |
| Amounts in € '000 | Vessels | Airplanes | Land & Buildings |
Machinery & Vehicles |
Furniture & Fittings |
Construction in progress |
Total |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation as of 01/01/2017 | (199,554) | (1,530) | (102,000) | (216,133) | (56,513) | 7 | (575,723) |
| Depreciation charge | (12,755) | (43) | (6,764) | (13,446) | (2,170) | - | (35,178) |
| Accumulated depreciations of acquisitions through business combinations |
- | - | (125) | (3) | (117) | - | (245) |
| Depreciation of disposals / write-offs | - | 1,573 | 2,359 | 534 | 1,078 | - | 5,544 |
| Exchange differences on cost | - | - | (224) | (593) | (93) | (7) | (917) |
| Accumulated depreciation as of 30/06/2017 | (212,309) | - | (106,754) | (229,641) | (57,815) | - | (606,519) |
| Net book value as of 30/06/2017 | 546,274 | - | 381,605 | 153,459 | 13,561 | 18,356 | 1,113,255 |
| THE GROUP | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in € '000 | Vessels | Airplanes | Land & Buildings |
Machinery & Vehicles |
Furniture & Fittings |
Construction in progress |
Total |
| Gross book value as of 01/01/2016 | 745,349 | 3,540 | 496,750 | 377,990 | 67,304 | 4,874 | 1,695,807 |
| Additions | 1,651 | - | 5,102 | 5,723 | 4,925 | 12,914 | 30,315 |
| Acquisitions through business combinations | - | - | 117 | 4 | 226 | - | 347 |
| Disposals from sale of subsidiaries | - | - | (117) | (18) | (95) | - | (230) |
| Disposals / Write-offs | - | - | (2,994) | (3,668) | (2,250) | - | (8,912) |
| Impairment of tangible assets | - | (35) | (12,745) | (6,353) | - | - | (19,133) |
| Reversal of impairment | 11,583 | - | - | - | - | - | 11,583 |
| Exchange differences on cost | - | - | (14) | (6) | (5) | - | (25) |
| Reclassifications | - | - | 1,706 | 4,416 | 65 | (6,187) | - |
| Other adjustments | - | - | - | 116 | - | (359) | (243) |
| Gross book value as of 31/12/2016 | 758,583 | 3,505 | 487,805 | 378,204 | 70,170 | 11,242 | 1,709,509 |
| Accumulated depreciation as of 01/01/2016 | (175,981) | (1,356) | (91,413) | (192,658) | (53,679) | - | (515,087) |
| Depreciation charge | (23,573) | (174) | (13,566) | (27,254) | (4,806) | - | (69,373) |
| Accumulated depreciations of acquisitions through business combinations |
- | - | (100) | (4) | (198) | - | (302) |
| Depreciation of disposals / write-offs | - | - | 2,986 | 3,416 | 2,168 | - | 8,570 |
| Accumulated depreciations of sold subsidiaries | - | - | 10 | 6 | 25 | - | 41 |
| Exchange differences on cost | - | - | 83 | 467 | (23) | 7 | 534 |
| Other adjustments | - | - | - | (106) | - | - | (106) |
| Accumulated depreciation as of 31/12/2016 | (199,554) | (1,530) | (102,000) | (216,133) | (56,513) | 7 | (575,723) |
| Net book value as of 31/12/2016 | 559,029 | 1,975 | 385,805 | 162,071 | 13,657 | 11,249 | 1,133,786 |
MARFIN INVESTMENT GROUP HOLDING S.A., 67 Thiseos Ave, 146 71 Kifissia, Greece
| THE COMPANY | |||||
|---|---|---|---|---|---|
| Amounts in € '000 | Land & Buildings |
Machinery & Vehicles |
Furniture & Fittings |
Total | |
| Gross book value as of 01/01/2017 | 3,710 | 406 | 1,401 | 5,517 | |
| Additions | - | 5 | 2 | 7 | |
| Disposals / Recessions | - | (5) | (185) | (190) | |
| Gross book value as of 30/06/2017 | 3,710 | 406 | 1,218 | 5,334 | |
| Accumulated depreciation as of 01/01/2017 | (2,866) | (392) | (1,314) | (4,572) | |
| Depreciation charge | (174) | (3) | (14) | (191) | |
| Depreciation of disposals / recessions | - | 3 | 178 | 181 | |
| Accumulated depreciation as of 30/06/2017 | (3,040) | (392) | (1,150) | (4,582) | |
| Net book value as of 30/06/2017 | 670 | 14 | 68 | 752 |
| THE COMPANY | ||||
|---|---|---|---|---|
| Amounts in € '000 | Land & Buildings |
Machinery & Vehicles |
Furniture & Fittings |
Total |
| Gross book value as of 01/01/2016 | 3,710 | 447 | 1,348 | 5,505 |
| Additions | - | - | 53 | 53 |
| Disposals / Recessions | - | (41) | - | (41) |
| Gross book value as of 31/12/2016 | 3,710 | 406 | 1,401 | 5,517 |
| Accumulated depreciation as of 01/01/2016 | (2,516) | (392) | (1,273) | (4,181) |
| Depreciation charge | (350) | (17) | (41) | (408) |
| Depreciation of disposals / recessions | - | 17 | - | 17 |
| Accumulated depreciation as of 31/12/2016 | (2,866) | (392) | (1,314) | (4,572) |
| Net book value as of 31/12/2016 | 844 | 14 | 87 | 945 |
The carrying value of the Group's tangible assets purchased with finance lease amounted to € 6,979k on 30/06/2017 (31/12/2016: € 7,105k), while for the Company it amounted to € 0k on 30/06/2017 (30/06/2016: € 0k).
The carrying value of the Group's tangible assets purchased with finance lease is shown below with a breakdown per category of property, plant and equipment:
| THE GROUP | ||||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | ||
| Vessels | 3,192 | 3,710 | ||
| Land & Buildings | 1 | 1 | ||
| Machinery & Vehicles | 3,486 | 3,057 | ||
| Furniture & Fittings | 300 | 337 | ||
| Total | 6,979 | 7,105 |
The book value of the investments in subsidiaries as at 30/06/2017 and 31/12/2016 is analysed as follows:
| Amounts in € '000 | THE COMPANY | |||
|---|---|---|---|---|
| Company | 30/06/2017 | 31/12/2016 | ||
| HYGEIA S.A. / MARFIN CAPITAL S.A. | 211,858 | 211,858 | ||
| ATTICA HOLDINGS S.A. / MIG SHIPPING S.A. | 438,021 | 438,021 | ||
| VIVARTIA S.A. | 442,225 | 442,225 | ||
| MIG LEISURE LIMITED | 7,145 | 7,145 | ||
| MIG REAL ESTATE (SERBIA) B.V. | 80 | - | ||
| MIG LEISURE & REAL ESTATE CROATIA B.V. | 125 | 43,000 | ||
| MIG AVIATIΟN HOLDINGS LTD | 1,439 | 2,270 | ||
| MIG ENVIRONMENT S.A. | 60 | 60 | ||
| SINGULARLOGIC S.A. / TOWER TECHNOLOGY HOLDINGS (OVERSEAS) LIMITED |
29,493 | 29,493 | ||
| MIG MEDIA S.A. | 75 | 75 | ||
| ATHENIAN ENGINEERING S.A. | - | - | ||
| Total | 1,130,521 | 1,174,147 |
The Management is not currently aware of any other event or condition that could reasonably affect any of the key assumptions underlying the determination of the recoverable amount of the CGUs. Nevertheless, on 30/06/2017, the Group analyzed the sensitivity of the assumptions regarding the recoverable amounts per CGU and no indication of impairment has arisen.
The changes in the associates in the Group's Statement of Financial Position account are as follows:
| THE GROUP | ||
|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 |
| Opening balance | 59,342 | 49,224 |
| Acquisitions of associates | - | 745 |
| Sales of associates | (43,236) | - |
| Changes of share capital | 5,898 | 3,000 |
| Dividends | - | (68) |
| Transfer from investing portfolio | - | 421 |
| Transfer from other current assets | - | 3,800 |
| Impairment losses recognised in P&L | - | (7,582) |
| Impairment losses reversed in P&L | - | 5,943 |
| Share in net profit/(loss) of companies accounted for by the equity method |
(4,986) | 3,782 |
| Exchange differences | - | 77 |
| Closing balance | 17,018 | 59,342 |
Within the first six-month period of 2017, in particular, on 13/06/2017, MIG finalized the disposal of its total participation in the associate company SUNCE for a consideration of € 43 m. The result of the aforementioned transaction stood at profit of € 0.7 m, recorded in the consolidation Financial Statements (see note 7.2).
Within the first six-month period of 2017, share capital increases were performed in the associate of ATTICA group, AFRICA MOROCCO LINKS, totaling € 12,038k, with the participation of ATTICA group standing at € 5,898k. From the above amount, an amount of € 999k was in cash, while an amount of € 4,899k pertained to capitalization of receivables.
The Group's and Company's other current assets are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Other debtors | 36,803 | 28,443 | 264 | 264 |
| Receivables from the state | 11,670 | 12,706 | 169 | 232 |
| Advances and loans to personnel | 653 | 593 | - | - |
| Accrued income | 2,380 | 1,419 | - | - |
| Prepaid expenses | 22,580 | 22,240 | 492 | 154 |
| Receivables arising from share disposals | 10,905 | 10,905 | 10,905 | 10,905 |
| Other receivables | 8,188 | 7,438 | 1,946 | 1,981 |
| Total | 93,179 | 83,744 | 13,776 | 13,536 |
| Less:Impairment Provisions | (11,711) | (12,088) | (264) | (264) |
| Net receivables | 81,468 | 71,656 | 13,512 | 13,272 |
Receivables from state authorities mainly refer to advance income tax payments and VAT, which is expected to be received or offset on a case by case basis. Changes in impairment provisions for the Group's and the Company's other current assets as at 30/06/2017 and 31/12/2016 are as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Balance at the beginning | (12,088) | (11,075) | (264) | (264) |
| Additional provisions | - | (1,057) | - | - |
| Utilised provisions | 826 | 44 | - | - |
| Reclassifications | (449) | - | - | - |
| Closing balance | (11,711) | (12,088) | (264) | (264) |
Trading portfolio and other financial assets at fair value through Profit and Loss consist of investments in mutual funds, bonds and shares, and are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Greek Government treasury bonds | 45 | 45 | - | - |
| Shares listed in ASE | 29 | 109 | - | 90 |
| Foreign mutual funds | 725 | 2,713 | 725 | 725 |
| Total | 799 | 2,867 | 725 | 815 |
The change of the Group's and the Company's trading portfolio and other financial assets at fair value through the profit & loss is analyzed below:
| THE GROUP THE COMPANY |
||||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Opening balance | 2,867 | 3,981 | 815 | 725 |
| Additions | - | 856 | - | 856 |
| Disposals | (2,078) | (1,957) | (90) | (758) |
| Profit / (loss) from fair value revaluation | 10 | (13) | - | (8) |
| Closing balance | 799 | 2,867 | 725 | 815 |
The analysis of the amount of € 799k for the Group on 30/06/2017 is as follows: an amount of € 74k refers to financial assets at fair value through P&L (31/12/2016: € 64k) and an amount of € 725k refers to the trading portfolio (31/12/2016: € 2,803k).
In respect to the Company, the amount of € 725k on 30/06/2017 pertains solely to trading portfolio (31/12/2016: € 815k).
The Group's and the Company's cash, cash equivalents and blocked deposits are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Cash in hand | 9,373 | 10,315 | 98 | 99 |
| Cash equivalent balance in bank | 94,737 | 105,236 | 58 | 197 |
| Time deposits | 15,828 | 22,464 | 3,880 | 7,543 |
| Blocked deposits | 6,015 | 4,885 | 2,358 | 2,358 |
| Total cash, cash equivalents and restricted cash | 125,953 | 142,900 | 6,394 | 10,197 |
| Cash, cash equivalents and restricted cash in € | 119,967 | 135,380 | 6,394 | 10,004 |
| Cash, cash equivalents and restricted cash in foreign currency | 5,986 | 7,520 | - | 193 |
| Total cash, cash equivalents and restricted cash | 125,953 | 142,900 | 6,394 | 10,197 |
Bank deposits receive a floating interest rate which is based on the banks' monthly deposit interest rates. The interest income on sight and time deposits is accounted for on an accrued basis and is included in "Financial Income" in the Income Statement.
From the restricted deposits of the Group, an amount of € 5,620k (31/12/2016: € 4,490k) pertains to guarantees for credit facilities of the Group's subsidiaries'. The relevant amount for the Company is € 1,970k (31/12/2016: € 1,970k).
The Company's share capital as at 30/06/2017 stands at € 281,853,224.40 fully paid and divided into 939,510,748 ordinary registered shares of € 0.30 nominal value each. Every share of the Company provides one voting right. As a result, the share premium account as at 30/06/2017 amounts to € 3,874,689k.
The Group's other reserves are analyzed as follows:
| THE GROUP | |||||
|---|---|---|---|---|---|
| Amounts in € '000 | Statutory Reserve |
Special reserves |
Other reserves |
Translation reserves |
Total |
| Opening Balance as of 01/01/2017 | 32,140 | 501 | 2,960 | (1,820) | 33,781 |
| Exchange differences | - | - | - | 128 | 128 |
| Closing balance as of 30/06/2017 | 32,140 | 501 | 2,960 | (1,692) | 33,909 |
| Amounts in € '000 | Statutory Reserve |
Special reserves |
Other reserves |
Translation reserves |
Total |
|---|---|---|---|---|---|
| Opening Balance as of 01/01/2016 | 32,140 | 501 | 2,961 | (1,928) | 33,674 |
| Share capital increase through conversion of convertible bonds |
- | - | (1) | - | (1) |
| Exchange differences | - | - | - | (9) | (9) |
| Closing balance as of 30/6/2016 | 32,140 | 501 | 2,960 | (1,937) | 33,664 |
The Group's fair value reserves are analyzed as follows:
| THE GROUP | ||
|---|---|---|
| 30/06/2017 | 30/06/2016 | |
| Amounts in € '000 | Cash flow hedge | Cash flow hedge |
| Opening Balance 01/01 | 2,085 | (2,581) |
| Gains/ (Losses) from valuation transferred to equity | 2 | (9) |
| Cash flow hedge | (3,758) | 5,657 |
| Closing balance 30/06 | (1,671) | 3,067 |
The Group's and the Company's borrowings on 30/06/2017 are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Long-term borrowings | ||||
| Obligations under finance lease | 4,658 | 5,028 | - | - |
| Bank loans | 182,946 | 206,424 | 10,392 | 29,392 |
| Bonds | 878,172 | 923,260 | 258,413 | 299,483 |
| Convertible bonds | 448,345 | 441,108 | 371,894 | 371,894 |
| Other loan | 8,500 | 8,500 | - | - |
| Less: Long-term loans payable in the next 12 months |
(651,945) | (728,333) | (43,555) | (103,625) |
| Total long-term borrowings | 870,676 | 855,987 | 597,144 | 597,144 |
THE GROUP THE COMPANY
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
|---|---|---|---|---|
| Short-term borrowings | ||||
| Obligations under finance lease | 404 | 266 | - | - |
| Bank loans | 127,464 | 89,799 | 41,900 | - |
| Bank overdrafts | - | 97 | - | - |
| Other loans | - | - | 3,270 | 3,270 |
| Plus: Long-term loans payable in the next 12 months |
651,945 | 728,333 | 43,555 | 103,625 |
| Total short-term borrowings | 779,813 | 818,495 | 88,725 | 106,895 |
The total financial cost of the long-term and short-term loan liabilities as well as of the finance leases for the six-month period 01/01-30/06/2017 (and the respective comparative period) is included in "Financial expenses" of the consolidated and separate Income Statement.
The Group's average borrowing interest rate for the six-month period ending on 30/06/2017 amounted to (a) 6.51% (2016: 6.14%) regarding long term loans and (b) 4.28% (2016: 6.04%) regarding short term loans.
Loan liabilities as at 30/06/2017, as analytically described below, include capital and interest obligations totaling € 654,221k for the Group, regarding which the Management is at the stage of negotiation on restructuring with the creditor banks. In particular, the above amounts include short term capital and interest obligations that as at 30/06/2017 do not comply with financial covenants and contractual obligations governing the relative bank labilities and, at the same time, providing for termination clauses being imposed by the creditors in case the loan obligations have become directly repayable.
On 18/03/2015, MIG signed the issue of a new common bond loan amounting up to € 115,000k in two tranches, where PIRAEUS BANK assumed the obligation to cover it, in order for MIG to refinance equivalent existing debt towards the credit institution. The issuance of the first tranche amounted to € 100,000k and it was completed on 19/03/2015, while the issuance of the second tranche amounted to € 15,000k and it was completed on 21/10/2016. The duration of the loan was 3 years, maturing in October 2019. The interest rate was defined at 6-month Euribor plus 4.10% spread, which will increase gradually, reaching 5.25% in the last year (2019).
The amendments to the agreement signed within 2017 changed the repayment of the capital installments, as the first installment amounting to € 5,750k and the second instalment amounting to € 11,500k were scheduled to be paid on 31/12/2017.
On 21/10/2016 MIG signed the issue of a common bond loan amounting up to € 150,000k where EUROBANK assumed the obligation to cover it, in order for MIG to refinance equivalent existing debt towards the credit institution. The duration of the loan was 3 years, maturing in October 2019. The interest rate was defined at 6-month Euribor plus 4.40% spread, which will increase gradually, reaching 5.25% in the last year (2019).
On 02/12/2016, EUROBANK amended the common bond loan issued by the Company amounting to € 150,000k to the Investment Funds managed by FORTRESS. The Bank has retained its statu s as the Paying Attorney and Representative of Bondholders.
As at 30/06/2017, the remaining amount stands at € 142,500k following the payment of the first instalment amounting to € 7,500k as at 30/06/2017.
To secure the aforementioned bond loans amounting to a total of € 257.5 m as at 30/06/2017, MIG has pledged the total shares of ATTICA, HYGEIA and VIVARTIA held (directly or indirectly) by the Company. The Company retains the voting rights of the aforementioned shares, though the pledge extends to rights and benefits of the above securities and is attributable to the Company given that no event of default has occurred.
On 18/03/2015, MIG issued a new € 50,000k common bond loan which was covered by PIRAEUS BANK, with the remaining amount on 30/06/2017 standing at € 913k following the repayment within the first six-month period of an amount of € 33,570k, while the full amount of the loan was repaid on 31/07/2017.
As at 30/06/2017, MIG's CBL pertaining to long-term borrowings is analysed as follows:
On 31/07/2017, the aforementioned CBL was fully repaid through the issuance of the new CBL.
On 27/07/2017, the Board of Directors of MIG specified the terms of the new Convertible Bond Loan (CBL), the issuance of which was resolved by the 2nd Reiterative Annual General Meeting of 10 July 2017. The aggregate amount of the CBL may not exceed the amount of €460,302k divided into a maximum number of 1,534,340,000 bonds of a par value of €0.30 each convertible into shares.
Bondholders may ask for conversion of their bonds into shares of the Company for the first time twelve (12) months following the issuance date of the CBL and, subsequently, at every monthly anniversary throughout the term of the CBL, upon written notice to the Company (hereinafter referred to as the "Conversion Notice Day"). In such case, the Company shall have an early repayment right in respect of the entire number (and not part of) the bonds for which the conversion right is exercised, within fifteen (15) working days starting from the day following the Conversion Notice Day. If the time-limit in question expires without any action, said bonds will be converted on the twentieth (20th) working day after the Conversion Notice Day (hereinafter referred to as the "Conversion Day"). The conversion price will be equal to the stock market price on the day prior to the Conversion Notice Day. If, on the day prior to the Conversion Notice Day, the stock market price of the share is lower than its nominal value (€0.30), the Company, upon bondholders' request will proceed to all appropriate corporate actions, including reducing the number of shares (reverse split) and at the same time reducing the share capital, by reducing the nominal value of each share for the purpose of writing off loss, in order to cause a readjustment of the stock market price to at least thirty cents (€0.30), which shall then constitute the conversion price. In such case, the Conversion Day will be subsequent to the completion of the relevant corporate actions. On 28/07/2017, MIG signed the Convertible Bond Loan Issuance Programme Plan up to the amount of € 460,250k. The coverage and payment by PIRAEUS BANK of Tranche A amounting to €425,200k divided into 1,417,333,334 bonds of a par value of €0.30 each convertible into Company's shares took place on 31 July 2017 and was certified by the Board of Directors on the
same date. The 31st July 2017 was determined as issuance date. The new CBL will not be listed for trading on the Athens Exchange.
The proceeds from the issuance were used for refinancing of other existing loan obligations of the Company, including both tranches of the CBL totaling €375,247k, intragroup loans totaling € 2,370k and outstanding borrowings as at 31/07/2017 to PIRAEUS BANK amounting to € 47.583k (including additional financing amounting to € 40,000k gradually provided within 2017, in order to cover operational and financial needs, whose balance as at 30/06/2017 stands at € 29,700k.) The term of the CBL shall be four years and will involve an early repayment right of the Company on each monthly anniversary throughout the term of the CBL, especially in case that the conversion right is exercised as provided below. The CBL interest-rate shall be 12-month EURIBOR plus 4% spread. According to the CBL Programme, the Company has the option to recapitalise part of any interest due, at its absolute discretion, through issuance of up to 116,833,849 additional bonds (PIK Bonds) of a par value of €0.30 each convertible into Company's shares. The CBL may be secured by collateral on listed and unlisted shares owned by the Company. The agreement includes terms relating to the issuer's obligations and constraints, termination events, compliance with financial covenants and disposal of Group assets after obtaining any required consents from other interested parties.
On 30/06/2017, VIVARTIA group's total debt obligations amounted to € 396,124k, of which an amount of €370,816k pertains to short-term debt obligations. Loan liabilities standing at €318,000k refer to common bond loan agreements, regarding which the negotiations are at the final stage. In particular, in the context of consultations aimed at identifying a commonly accepted framework for restructuring of the effective syndicated bond loans, a framework for financial restructuring has been set up which includes all the proposed basic restructuring terms, which is at the stage of approvals by the competent committees of the bondholders. The proposed basic terms of restructuring, included in the proposal, reflect the unfavorable conditions dominating in the Greek economy and focus mainly on the decrease of the financial cost (lower interest rates), increase in maturity term and refinancing of the interest due on the FSE segment's syndicated loans (€ 46.2 m till 30/06/2017).
The original timetable made provisions for completion of approval of the key terms of the restructuring until 30 September 2017, however, given that the events not related to the existing agreement have taken place, the approval dates were transferred to October 2017. Therefore, consent letters have been resent to the lenders regarding the extension of the maturity of all the syndicated bond loans under restructuring as well as the interest period of the Group's loans up to 20/10/2017, as well as the issues of non-compliance with the covenants until they are readjusted in the context of restructuring. Bondholders expressed their approval of the above requests on 28/09/2017. Both parties aim to achieve the direct implementation of the Restructuring Agreement, so that until the end of October the necessary approvals of the banks have been obtained and then, the Private Financial Restructuring Agreement can be signed, with the final objec tive of preparing and signing the analytical contractual documents until the end of 2017.
Along with the aforementioned finalization of refinancing the syndicated bond loans, it is expected that the other loan liabilities plus interest of VIVARTIA Group, totaling € 11.2 m will be settled. The liabilities in question are still outstanding and will be settled after the restructuring of the existing syndicated bond loans, as their refinancing conditions will be similar to those of syndicated bond loans.
Bond loans of VIVARTIA group under negotiation totally amounting to € 318,000k are analysed as follows: a) Bond loan of DELTA€ 86,280k, b) Bond loan of BARBA STATHIS € 52,920k, c). Bond loan of GOODY'S € 104,800k, and d) Bond loan of EVEREST € 74,000k.
The terms of the above loan agreements include terms relating to the issuer's obligations and constraints, termination events, compliance with financial covenants etc. Moreover, on a case -bycase basis, collaterals of the company assets were provided to the bondholders, while regarding the total of loans, corporate guarantee was provided by the parent company VIVARTIA.
On 30/06/2017, ATTICA group loans stood at € 256,722k, of which €29,218k are short-term loan liabilities. Changes to the balances of the convertible bond loans of accounting value € 76,451k as at 30/06/2017, are mainly attributed to fair value measurement.
On 30/06/2017, HYGEIA group loans stood at € 155,924k, of which € 137,054k are short-term loan liabilities.
On 30/06/2017 the outstanding balance of the loan amounted to € 89.4 m, while for contractual installments due of € 27.5 m that were payable in May 2017, the HYGEIA Group had received a letter of consent from the creditor banks on 09/08/2017 and with retroactive effect as of May 2017 regarding the transfer of their payment at the maturity of the bond loan, that is November 2017, as well as the removal of the obligation to comply with the financial covenants up to 30/06/2017.
The aforementioned loan became contractually payable in 2017, in accordance to the terms of initial agreement. Therefore, as at 30/06/2017, it was classified in HYGEIA group's short-term loan liabilities. At the same time, HYGEIA group is in the process of negotiating total restructuring of the loan with the collaborating banks and a term sheet as well as a draft agreement ha s already been received. According to the Management of HYGEIA group, the restructuring agreement is expected to be finalized in 2017. In the context of the terms of the scheduled restructuring, in 2017, HYGEIA signed agreements with the lending banks on pledges and assignment of receivables, arising from the collaboration of HYGEIA with EOPYY in order to secure the agreement.
On 30/06/2017 the outstanding balance of the loan is € 41.6 m, while regarding the payment of contractual installments due, amounting to € 6.7 m, HYGEIA group has received a letter of consent on 30/08/2017 and with retroactive effect as of May 2017 from the lending banks regarding their postponement till November 2017 as well as lifting the obligation to company with the financial covenants till November 2017 inclusively, as well as the removal of the obligation to comply with the financial covenants up to 30/06/2017.
The contractually long-term part of the aforementioned loan is € 34.9 m and has been classified in short-term loan liabilities, though there are no terminating events making the loan payable as at 30/06/2017. As far as the above treatment is concerned, HYGEIA group management took into account the fact that postponing repayment of installments and non-compliance with the financial covenants does not cover the minimal period of twelve months after the reporting date and, therefore, makes the consent short-term.
The management of the HYGEIA Group is in discussions with the creditor banks for the overall restructuring of the loan and has received a relevant draft of the contract (term sheet). The relevant
restructuring agreement with creditor banks, according to the management of the HYGEIA Group, is expected to be completed in 2017, immediately after the completion of the restructuring of HYGEIA bond loan.
During 2016, the subsidiary of HYGEIA Group restructured its total loans with the lending banks. Upon completion of the restructuring, the bulk of the repayment of the loan principal installments was transferred to the contract maturity date, i.e. 2020, while it was agreed that the covenants should be altered. In June 2017, the subsidiary company of HYGEIA Group proceeded to the remodification of the financial ratios of HYGEIA (as guarantor) regarding the aforementioned loan, as a result of which on 30/06/2017 the subsidiary company of the HYGEIA group was in compliance with these indicators. Hence, HYGEIA Group has reclassified the amount of € 17.7 million of the loan from short-term to long-term debt under the requirements of IAS 1.
On 30/06/2017, RKB's bank loans stood at € 75,0 m and pertained to short-term loan liabilities, while Group's other current liabilities also include accrued interest amounting to € 20.7 m.
The above loan was issued in 24/06/2008 and its terms provide for termination events including, amongst others, overdue payments, financial covenants and noncompliance with the general and financial assurances which have been provided. Also, to ensure the above loan, RKB real estate properties were pledged. RKB has classified the loan to short-term borrowings under the requirements of IAS 1, as the company was not in compliance with contractual terms. The Group's Management is in the process of negotiations regarding the restructuring of the above loan.
On 30/06/2017 the loans of SINGULARLOGIC group stood at € 55,981k, of which an amount of € 55,842k pertained to short-term loan liabilities.
Short-term loan liabilities include bond loans amounting to € 52,190k, for which as at 30/06/2017 the company is not in compliance with all the financial covenants, settling the relative bank obligations. For a due installment of € 1,500k that was payable in July 2017, SINGULARLOGIC group had sent a request for consent letter regarding the postponement of the installment payment at the maturity of the loan. Together with the forthcoming maturity of its bond loans (contractual maturity of all loans as at 31/01/2018), SINGULARLOGIC's management is in discussions with creditor banks in order to restructure and refinance these loans. The Management of the Group estimates that the whole process will be successfully completed within the next few months.
To secure the bond loans, SINGULARLOGIC has pledged the total of its shares as well as trademarks and trade receivables as defined by the loan agreements. Moreover, the company has pledged the total shares issued by its subsidiary, owned by the company, which extends to the dividends arising from the aforementioned shares.
Regarding the long-term and short-term loans, the table below presents future repayments for the Group and the Company on 30/06/2017 and 31/12/2016.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Within 1 year | 779,813 | 818,495 | 88,725 | 106,895 |
| After 1 year but not more than 2 years | 108,771 | 53,656 | 26,500 | 26,500 |
| After 2 years but not more than 3 years | 463,934 | 509,474 | 361,069 | 361,069 |
| After 3 years but not more than 4 years | 249,756 | 240,854 | 209,575 | 209,575 |
| After 4 years but not more than 5 years | 7,357 | 7,600 | - | - |
| More than 5 years | 40,858 | 44,403 | - | - |
| 1,650,489 | 1,674,482 | 685,869 | 704,039 |
Future minimum payments for finance leases in connection with the present value of net minimum lease payments for the Group on 30/06/2017 and 31/12/2016 are as follows:
| 30/06/2017 31/12/2016 |
|||||
|---|---|---|---|---|---|
| THE GROUP Future Present value of Future minimum lease future minimum minimum lease payments lease payments payments 1,786 1,527 1,645 After 1year but not more than 5 years 3,761 3,535 4,282 Total of future minimum lease payments 5,547 5,062 5,927 (485) - (633) Total of Present value of future minimum 5,062 5,062 5,294 |
Present value of future minimum lease payments |
||||
| 1,346 | |||||
| 3,948 | |||||
| 5,294 | |||||
| - | |||||
| 5,294 | |||||
As at 30/06/2017, financial derivatives amounted to receivables of € 542k and liabilities amounted to € 263k versus receivables of € 5,877k as at 31/12/2016. The derivatives in question pertain to hedging actions regarding the change in the fuel price undertaken by ATTICA group. This liability is recorded at fair value.
The Group and the Company other short-term liabilities are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Deferred income-Grants | 16,259 | 7,375 | - | - |
| Social security insurance | 9,123 | 13,504 | 84 | 135 |
| Other Tax liabilities | 21,235 | 24,161 | 872 | 705 |
| Dividends payable | 2,228 | 1,257 | - | - |
| Salaries and wages payable | 7,765 | 6,701 | - | 31 |
| Accrued expenses | 23,794 | 17,181 | 329 | 1,037 |
| Others Liabilities | 16,664 | 17,409 | 2,318 | 3,924 |
| Obligation arising from tangible assets acquisitions | 1,236 | 888 | - | - |
| Accrued Interest expenses | 81,368 | 73,645 | 7,101 | 6,816 |
| Total | 179,672 | 162,121 | 10,704 | 12,648 |
The accrued interest expenses account includes an interest amount due by Group subsidiaries of approximately € 69.1 m, which has not been paid as part of the negotiating process for the restructuring of the Group's loan liabilities with its lending banks.
The Group's sales are analyzed as follows:
| THE GROUP | ||||
|---|---|---|---|---|
| Amounts in € '000 Marine transports Sales of goods Sales of merchandises Sales of raw materials Income from services provided Revenues from hotel industry Total |
01/01-30/06/2017 | 01/01-30/06/2016 | ||
| 107,546 | 105,348 | |||
| 208,941 | 222,638 | |||
| 60,701 | 53,888 | |||
| 4,313 | 5,005 | |||
| 131,996 | 131,983 | |||
| 5,661 | 4,773 | |||
| 519,158 | 523,635 |
Allocation of revenue from sales by the Group's operating segments is presented in note 8.
The cost of sales, administrative and distribution expenses of the Group are analyzed as follows:
| THE GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| 01/01-30/06/2017 | 01/01-30/06/2016 | |||||||
| Amounts in € '000 | Cost of sales |
Administrative expenses |
Distribution expenses |
Total | Cost of sales |
Administrative expenses |
Distribution expenses |
Total |
| Retirement benefits | 627 | 169 | 126 | 922 | 753 | 502 | 149 | 1,404 |
| Wages and Other employee benefits | 93,344 | 28,011 | 29,936 | 151,291 | 90,894 | 27,367 | 27,459 | 145,720 |
| Inventory cost | 156,636 | 39 | 261 | 156,936 | 149,180 | 60 | 249 | 149,489 |
| Tangible assets depreciation | 29,505 | 2,685 | 2,987 | 35,177 | 28,777 | 2,385 | 3,253 | 34,415 |
| Intangible assets depreciation | 3,467 | 1,527 | 245 | 5,239 | 3,696 | 1,053 | 246 | 4,995 |
| Third party expenses | 17,522 | 9,061 | 2,391 | 28,974 | 17,653 | 8,867 | 1,489 | 28,009 |
| Third party benefits | 14,582 | 1,160 | 2,174 | 17,916 | 13,516 | 1,155 | 1,754 | 16,425 |
| Operating leases rentals | 4,957 | 1,926 | 6,138 | 13,021 | 5,035 | 1,908 | 5,962 | 12,905 |
| Taxes & Duties | 1,406 | 648 | 906 | 2,960 | 1,157 | 764 | 894 | 2,815 |
| Fuels - Lubricants | 41,763 | 6 | 241 | 42,010 | 25,218 | 10 | 190 | 25,418 |
| Provisions | 1,599 | - | 728 | 2,327 | 2,417 | 32 | 1,751 | 4,200 |
| Insurance | 2,894 | 935 | 207 | 4,036 | 3,053 | 1,065 | 228 | 4,346 |
| Repairs and maintenance | 18,863 | 1,428 | 1,154 | 21,445 | 16,871 | 1,391 | 1,144 | 19,406 |
| Other advertising and promotion expenses |
3,776 | 403 | 9,735 | 13,914 | 3,839 | 494 | 21,200 | 25,533 |
| Sales commission | 72 | - | 7,527 | 7,599 | 166 | - | 7,409 | 7,575 |
| Port expenses | 5,103 | - | - | 5,103 | 4,728 | - | - | 4,728 |
| Other expenses | 6,716 | 2,892 | 3,105 | 12,713 | 6,326 | 3,299 | 2,287 | 11,912 |
| Transportation expenses | 2,979 | 274 | 7,126 | 10,379 | 3,077 | 316 | 6,729 | 10,122 |
| Consumables | 3,341 | 183 | 532 | 4,056 | 3,197 | 117 | 500 | 3,814 |
| Total costs from continuing operations |
409,152 | 51,347 | 75,519 | 536,018 | 379,553 | 50,785 | 82,893 | 513,231 |
| Total costs from discontinued operations |
- | 12 | - | 12 | - | 9 | - | 9 |
| Total | 409,152 | 51,359 | 75,519 | 536,030 | 379,553 | 50,794 | 82,893 | 513,240 |
| THE COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|
| 01/01-30/06/2017 | 01/01-30/06/2016 | |||||||
| Amounts in € '000 | Fees and other expenses to third parties |
Wages, salaries and social security costs |
Other operating expenses |
Total | Fees and other expenses to third parties |
Wages, salaries and social security costs |
Other operating expenses |
Total |
| Retirement benefits | - | 9 | - | 9 | - | 11 | - | 11 |
| Wages and Other employee benefits | - | 1,941 | - | 1,941 | - | 2,098 | - | 2,098 |
| Third party expenses | 2,694 | - | 450 | 3,144 | 2,586 | - | 668 | 3,254 |
| Third party benefits | - | - | 46 | 46 | - | - | 73 | 73 |
| Operating leases rentals | - | - | 237 | 237 | - | - | 335 | 335 |
| Taxes & Duties | - | - | 9 | 9 | - | - | 48 | 48 |
| Insurance | - | - | 412 | 412 | - | - | 550 | 550 |
| Repairs and maintenance | - | - | 127 | 127 | - | - | 194 | 194 |
| Other advertising and promotion expenses | 13 | - | - | 13 | 112 | - | - | 112 |
| Other expenses | 5 | - | 198 | 203 | 17 | - | 306 | 323 |
| Total | 2,712 | 1,950 | 1,479 | 6,141 | 2,715 | 2,109 | 2,174 | 6,998 |
The Group's other operating expenses are analyzed as follows:
| THE GROUP | ||||
|---|---|---|---|---|
| Amounts in € '000 | 01/01-30/06/2017 | 01/01-30/06/2016 | ||
| Real estate tax and other taxes | 573 | 582 | ||
| Provisions | 793 | 13,685 | ||
| Losses on sale of investment property, property, plant and equipment and intangible assets |
266 | 33 | ||
| Other expenses | 345 | 592 | ||
| Total other operating expenses | 1,977 | 14,892 |
The following table analyzes for the Group the profits and losses from associates that are consolidated using the equity method:
| THE GROUP | |||
|---|---|---|---|
| Amounts in € '000 | 01/01-30/06/2017 | 01/01-30/06/2016 | |
| Gains from associates | 784 | 298 | |
| Losses from associates | (3,358) | - | |
| Total from continuing operations | (2,574) | 298 | |
| Gains/(losses) from associates - Discontinued operations | (310) | (709) | |
| Total | (2,884) | (411) |
Gains / (losses) from associates from discontinued operations include the gains from the disposal of associate SUNCE amounting to € 0.7 m and the Group's share of the associate's losses for the period 01/01 - 13/06/2017 amounting to € 1,050k due to its disposal on 13/06/2017 (Note 7).
The Staff Costs for the Company and the Group are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 01/01- 30/06/2017 |
01/01- 30/06/2016 |
01/01- 30/06/2017 |
01/01- 30/06/2016 |
| Wages and salaries | 101,675 | 96,812 | 1,503 | 1,770 |
| Social security costs | 23,044 | 21,998 | 270 | 258 |
| Post-employment benefits: defined benefit plans | 922 | 1,404 | 9 | 11 |
| Post-employment benefits: defined contribution plans | 59 | 48 | - | - |
| Other staff costs | 2,488 | 2,441 | 58 | 70 |
| Termination indemnities | 1,336 | 1,411 | 110 | - |
| Crew cost | 22,689 | 23,010 | - | - |
| Total Staff Costs | 152,213 | 147,124 | 1,950 | 2,109 |
Management remuneration for the Group and Company is presented below as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | 01/01- 30/06/2017 |
01/01- 30/06/2016 |
01/01- 30/06/2017 |
01/01- 30/06/2016 |
|
| Salaries and social security costs | 6,582 | 5,668 | 543 | 546 | |
| Fees to members of the BoD | 911 | 1,006 | 392 | 286 | |
| Termination benefits | 7 | 6 | - | - | |
| Other benefits | 26 | 45 | 8 | 9 | |
| Total | 7,526 | 6,725 | 943 | 841 |
The aforementioned fees refer to Members of the BoD of the Company and its subsidiaries as well as to management executives of the Group and the Company.
Basic earnings per share for the period 01/01-30/06/2017 and for the respective six-month comparable period for continuing and discontinued operations were calculated as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| (a) Basic earnings/(loss) per share (amounts in € '000) | 01/01-30/06/2017 | 01/01-30/06/2016 | 01/01-30/06/2017 | 01/01-30/06/2016 | |
| Profit/(Loss) | |||||
| Profit/(loss) attributable to owners of the parent company from continuing operations |
(59,454) | (45,183) | (26,397) | (26,665) | |
| Profit/(loss) attributable to owners of the parent company from discontinued operations |
(321) | (715) | - | - | |
| Profit/(loss) attributable to owners of the parent company for the purposes of basic earnings per share |
(59,775) | (45,898) | (26,397) | (26,665) | |
| Number of shares | |||||
| Weight average number of shares for the basic earnings/(loss) per share |
939,510,748 | 939,385,586 | 939,510,748 | 939,385,586 | |
| Basic earnings/(loss) per share (€ per share) from continuing operations |
(0.0633) | (0.0481) | (0.0281) | (0.0284) | |
| Basic earnings/(loss) per share (€ per share) from discontinued operations |
(0.0003) | (0.0008) | - | - | |
| Basic earnings/(loss) per share (€ per share) | (0.0636) | (0.0489) | (0.0281) | (0.0284) |
MARFIN INVESTMENT GROUP HOLDING S.A., 67 Thiseos Ave, 146 71 Kifissia, Greece
As at 30/06/2017, the Convertible Securities of the CBL of the Company are a category of potential share securities which could reduce earnings per share. In particular, in the context of the calculation of the diluted earnings per share, it is considered that the convertible securities have been converted to common shares and the net profit or loss is adjusted in order to eliminate interest expenses.
Diluted earnings per share for the period 01/01-30/06/2017 and the respective six-month comparable period regarding continuing and discontinued operations were calculated as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (b) Diluted earnings/(loss) per share (amounts in € '000) | 01/01- 30/06/2017 |
01/01-30/06/2016 | 01/01- 30/06/2017 |
01/01-30/06/2016 |
| Profit/(Loss) | ||||
| Profit/(loss) attributable to owners of the parent company from continuing operations |
(59,454) | (45,183) | (26,397) | (26,665) |
| Profit/(loss) attributable to owners of the parent company from discontinued operations |
(321) | (715) | - | - |
| Profit/(loss) attributable to owners of the parent company for the purposes of diluted earnings per share |
(59,775) | (45,898) | (26,397) | (26,665) |
| Interest expense of convertible bonds | 11,576 | 11,641 | 11,576 | 11,641 |
| Number of shares | ||||
| Weight average number of shares for the basic earnings/(loss) per share |
939,510,748 | 939,385,586 | 939,510,748 | 939,385,586 |
| Effect of dilution | ||||
| Plus: Increase in number of shares from due to probable exercise of convertible bonds |
516,250,473 | 516,375,636 | 516,250,473 | 516,375,636 |
| Weight average number of shares for the diluted earnings/(loss) per share |
1,455,761,221 | 1,455,761,222 | 1,455,761,221 | 1,455,761,222 |
| Diluted earnings/(loss) per share (€ per share) from continuing operations |
(0.0329) | (0.0230) | (0.0102) | (0.0103) |
| Diluted earnings/(loss) per share (€ per share) from discontinued operations |
(0.0002) | (0.0005) | - | - |
| Basic earnings/(loss) per share (€ per share) | (0.0331) | (0.0235) | (0.0102) | (0.0103) |
The tax effect of other comprehensive income for the Group and the Company is analyzed as follows:
| THE GROUP | ||||||
|---|---|---|---|---|---|---|
| Amounts in €'000 | 30/06/2017 | 30/06/2016 | ||||
| Before tax amount |
Tax (expense) /benefit |
Net of tax amount |
Before tax amount |
Tax (expense) /benefit |
Net of tax amount |
|
| Exchange differences on translating foreign operations |
182 | - | 182 | (12) | - | (12) |
| Financial assets of investment portfolio | 3 | - | 3 | (11) | - | (11) |
| Cash flow hedging | (4,205) | - | (4,205) | 6,329 | - | 6,329 |
| Other comprehensive income/(expenses) | (4,020) | - | (4,020) | 6,306 | - | 6,306 |
| a) Asset accounts | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | ||
| Borrowings and other receivables | 1,731 | 1,732 | ||
| Other long-term receivables | 251,836 | 251,836 | ||
| Total | 253,567 | 253,568 | ||
| b) Liability accounts | THE COMPANY | |||
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | ||
| Other liabilities | 3 | 42 | ||
| Borrowings and other liabilities | 3,294 | 3,294 | ||
| Total | 3,297 | 3,336 | ||
| c) Income | THE COMPANY | |||
| Amounts in € '000 | 01/01-30/06/2017 | 01/01-30/06/2016 | ||
| Financial income | 49 | 49 | ||
| Total | 49 | 49 | ||
| d) Expenses | THE COMPANY | |||
| Amounts in € '000 | 01/01-30/06/2017 01/01-30/06/2016 |
|||
| Other expenses | 68 | 82 |
Financial expenses 111 68 Total 179 150
| a) Asset accounts | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 | |
| Trade and other receivables | 22,985 | 18,984 | - | - | |
| Deposits | 38,116 | 44,849 | 6,268 | 6,842 | |
| Total | 61,101 | 63,833 | 6,268 | 6,842 |
| b) Liability accounts | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 | |
| Trade and other payables | 2,119 | 2,181 | 3 | 4 | |
| Borrowings | 693,964 | 708,808 | 333,568 | 344,114 | |
| Liabilities to Key Management personnel | 7 | - | 7 | - | |
| Total | 696,090 | 710,989 | 333,578 | 344,118 |
| c) Income | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Amounts in € '000 | 01/01-30/06/2017 | 01/01-30/06/2016 | 01/01-30/06/2017 | 01/01-30/06/2016 |
| Other income | 3,500 | 2,013 | - | - |
| Financial income | 39 | 118 | 9 | 18 |
| Total | 3,539 | 2,131 | 9 | 18 |
| d) Expenses | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| Amounts in € '000 | 01/01-30/06/2017 | 01/01-30/06/2016 | 01/01-30/06/2017 | 01/01-30/06/2016 | |
| Other expenses | 1,174 | 1,013 | 304 | 304 | |
| Financial expenses | 19,816 | 19,788 | 10,106 | 9,705 | |
| Total | 20,990 | 20,801 | 10,410 | 10,009 |
| THE GROUP | |||
|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | |
| Assets | 273,857 | 269,545 | |
| Liabilities | (273,857) | (269,545) | |
| Total | - | - | |
| THE GROUP | |||
| Amounts in € '000 | 01/01-30/06/2017 | 01/01-30/06/2016 | |
| Sales | 12,783 | 12,830 | |
| Operating income/(expenses) | (12,783) | (12,828) | |
| Financial income | 160 | 117 | |
| Financial expenses | (160) | (119) | |
| Total | - | - |
The most significant transactions and outstanding balances between the Company and re lated parties on 30/06/2017, in compliance with the provisions of IAS 24, are as follows:
| Amounts in € '000 | ASSETS | LIABILITIES | INCOME | EXPENSES | |
|---|---|---|---|---|---|
| ATTICA | Subsidiary | - | - | - | 42 |
| VIVARTIA | Subsidiary | 1,731 | 2,394 | 49 | 70 |
| SINGULARLOGIC | Subsidiary | - | - | - | 53 |
| MIG MEDIA S.A. | Subsidiary | - | 3 | - | 11 |
| CYPRUS TOURISM DEVELOPMENT PUBLIC COMPANY LTD |
Subsidiary | - | - | - | 3 |
| JSC ROBNE KUCE BEOGRAD (RKB) | Subsidiary | 251,836 | - | - | - |
| ATHENIAN ENGINEERING | Subsidiary Discontinued operations |
- | 900 | - | - |
| PIRAEUS BANK group | Οther related parties | 6,268 | 333,571 | 9 | 10,410 |
| Key Management personnel | Οther related parties | - | 7 | - | - |
| TOTAL | 259,835 | 336,875 | 58 | 10,589 |
The most significant transactions and the outstanding balances between the Group and related parties on 30/06/2017, in compliance with the provisions of IAS 24, are as follows:
| Amounts in € '000 | ASSETS | LIABILITIES | INCOME | EXPENSES | |
|---|---|---|---|---|---|
| Associates and related companies of SINGULARLOGIC group |
Associates and other related companies |
667 | 45 | 247 | 106 |
| Associates and related companies of VIVARTIA group |
Associates and other related companies |
3,251 | 19 | 822 | 88 |
| Associates and related companies of ATTICA group |
Associates and other related companies |
18,203 | 8,695 | 1,977 | - |
| PIRAEUS BANK group | Οther related parties |
38,980 | 687,324 | 493 | 20,796 |
| Key Management personnel | Οther related parties |
- | 7 | - | - |
| 61,101 | 696,090 | 3,539 | 20,990 |
As at 30/06/2017, MIG Group had the following contingent liabilities:
DELTA (a subsidiary of VIVARTIA group) has pledged specific assets in order to secure its bond loan. Respectively, UNITED MILK COMPANY LTD (a subsidiary of VIVARTIA group) has pledged specific assets in order to secure its bank loans.
DELTA, GOODY'S and EVEREST (subsidiaries of VIVARTIA group) have pledged their trademarks as collateral for their bond loans.
The Company and its subsidiaries (under their property as defendant and plaintiff) are involved in various court cases and arbitration procedures during their normal operations. The Group makes provisions in the Financial Statements in respect to the pending court cases when it is probable that cash outflows will be required in order to settle the liability and this amount can be estimated reliably.
The Group as of 30/06/2017 has made provisions amounting to € 15,018k (31/12/2016: € 15,096k) with respect to court cases. The Management as well as the legal advisors estimate that the outstanding cases, apart from those already provided for, are to be settled without a significant negative impact on the Group's or Company's consolidated financial position or on their operating results.
Οn 23/01/2013, the Company served a "Notice of Dispute" to the Republic of Cyprus pursuant to the procedure provided by the bilateral international agreement in relation to the mutual promotion and protection of investments between Cyprus and Greece dated 30/03/1992 ("Agreement").
From September 2007 until June 2011 the Company invested a total amount of € 824 m in "Cyprus Popular Bank Public Co" (later renamed to "Marfin Popular Bank Public Co Ltd." and further renamed to "Cyprus Popular Bank Public Company Ltd." (hereinafter "CPB"). Under the Notice of Dispute, the Company requests the full restitution of the adverse consequences whether tangible or non –tangible which it has suffered as a result of the illegal actions of the Republic of Cyprus which contravene the Agreement and the international customary legislation.
The aforementioned restitution is requested to take the form of "restitution in natura" which comprises restoration of the facts to the original state i.e. the state, existing before the illegal damaging actions of the Republic of Cyprus were taken. The Company believed that the restoration of events to the original position without which the requested remedies being exhausted, should have been achieved at least by restoring Management which would be elected by the private shareholders of CPB, the lifting of the measures already taken for CPB's recapitalization and the recapitalization of CPB within the framework of a new and compatible with international law legislation and the constitution of Cyprus, based on the model of the Greek legislation as to the manner of recapitalization, the exercise of voting rights and in general the management and the appointment of a Trustee. In so far as the natural restitution would not be sufficient for the full restitution of the Company's tangible and non –tangible, present and future, positive and negative (loss of profit) damage the restitution was requested to take the supplementary form of restitution in cash.
Provided that the original restitution was not possible for the full restitution of the Company's tangible and non –tangible, present or future, positive or negative (loss of profit) damage, the restitution was requested to take entirely the form of restitution in cash. The restitution in cash should include at least the total amount of the Company's investment in CPB as well as any other damage arising from this investment.
In case where the immediate amicable resolution of the dispute was not rendered possible, the Company had reserved its rights to submit the Dispute to the arbitration procedure of the "International Centre for the Settlement of Investment Dispute" which was established by the Convention of 18th March 1965 "For Regulating the Disputes Relating to the Investments between States and Nationals of other States" in accordance to article 9 par. 2 of the Agreement.
On 07/03/2013 the Company served the Republic of Cyprus a supplementary Report invoking newer data and final notification for its immediate recourse to the international arbitration procedure in the event of non-immediate commencement of substantial discussions on amicable settlement of the Dispute.
On 12/09/2013, after the lapse of the 6-month period for the amicable settlement of the dispute, the Company together with other Greek investors submitted the Request for Arbitration against the Republic of Cyprus to the Secretary-General of the Washington based International Centre for the Settlement of Investment Disputes established by the Convention of March 18, 1965 for regulating the disputes relating to the investments between States and nationals of other States. The constitution of the 3- membered Arbitral Tribunal was completed on 13/03/2014. In the arbitration, MIG is seeking damages for losses relating to its investment in CPB amounting to € 824 m and any other losses incurred due to violations from the part of the Republic of Cyprus of articles 2, 3 and 4 of the Agreement. Moreover, MIG has reserved its right to supplement or expand upon its claims in the course of the arbitration proceedings. On 11/04/2014 the first hearing of the arbitral tribunal was held for the examination and judgment on procedural matters. The Tribunal is composed of the following members: Bernard Hanotiau (Belgium), appointed as President, Mr. Daniel M Price (U.S.A.) and Sir David A.O. Edward (Great Britain) appointed as arbitrators. On 28/04/2014, the Tribunal issued Procedural Order No. 1, determining the procedural timetable, the place of proceedings (Paris), the sequence of the proceedings and other procedural matters, resolving any differences between the parties on these matters. The Republic of Cyprus has retained its rights regarding the jurisdiction of the Tribunal, yet it participates in the arbitration procee dings as a party. According to the updated timetable approved by the Tribunal, following requests by the parties on 02/10/2014 and subsequently on 02/02/2015, the Memorial prepared by the Company and other Greek investors was submitted on 20/02/2015, and the Republic of Cyprus submitted its Counter-Memorial on 18/12/2015. On 08/01/2016 the parties files their document production requests, on 22/01/2016 their responses and on 05/02/2016 each party replied to the other party's response. On 19/02/2016 the Tribunal issued its Procedural Order No. 2.
On 10/05/2016, the Company together with other Greek investors filed an application for interim measures requesting the protection of the integrity of the arbitration proceedings. The hearing for the interim measures was held in Paris on 04 and 05/08/2016.
Following the hearing of interim measures, the Tribunal readjusted the dates for filing supplemental submissions by the parties; and in accordance with the new timetable approved by the Tribunal, the Company together with the other investors filed its Reply on 17/10/2016 and Cyprus filed its Rejoinder on 13/01/2017.The Company files its Rejoinder on the jurisdiction on 28/01/2017 and the hearing of the case was fixed in principle for the period of 06-11/03/2017.
On 13/09/2016, the Tribunal delivered its Procedural Order No. 6 on the application for interim measures whereby, in order to protect the integrity of the arbitration proceedings, it recommended that the Republic of Cyprus suspend the enforcement of the arrest warrants against Messrs. Bouloutas and Foros until completion of the arbitration proceedings; likewise to refrain from issuing new arrest warrants against Messrs. Vgenopoulos and Magiras; and to refrain from taking any steps that would hinder the freedom of movement of Messrs. Vgenopoulos, Bouloutas, Foros
and Magiras, their access to counsel of arbitration and their appearance for examination and crossexamination at the hearing of the arbitration proceedings. The recommendation of the Tribunal was binding on the Republic of Cyprus.
By a series of Procedural Orders issued following the demise of A. Vgenopoulos, the Tribunal proceeded repeatedly to new judgments regarding the attendance in person, the issuance or non issuance of arrest warrants and the adoption of measures with regard to the freedom of movement of Messrs. Bouloutas, Foros and Magiras, their access to counsel and their appearance at the hearing of the arbitration proceedings. Furthermore, by new Procedural Orders the Tribunal made its judgme nt on issues regarding document production, the evidential record, the intervention of a third party in the proceedings as non-disputing party and procedural matters concerning the hearing.
The hearing of the international arbitration took place in Paris in the period 06–09/03/ 2017. During the hearing the counsels of both parties pleaded orally, the experts presented their reports and both the witnesses and the experts of each party were cross-examined. As designated, the parties filed their post hearing briefs in reply of specific questions of the Tribunal within May 2017. Furthermore, the parties provided additional data as assistance to the Tribunal (such as comparison data for the financial situation of CPB and other Cypriot and Greek banks) and update on developments on various issues in line with the Tribunal's directions (such as the criminal case no. 15161/16). The Tribunal has not determined the exact time for rendering an award, which must be expected though by the end of this year.
The Company's Management considers that there are good chances for a positive outcome on the merits, but no assessment can be made with regard to the issue of compensation that in this case may be awarded.
MIG announced that following its appeal against the Republic of Cyprus before the International Arbitration Tribunal, claiming the amount of € 824 m plus interest and additional damages relating to its investment in CYPRUS POPULAR BANK (CPB), the State-owned bank, which is now under resolution, filed a lawsuit against MIG (as well as among others against Messrs. Vgenopoulos, Bouloutas and Magiras) before the Cypriot courts claiming an amount of over € 2 m without specifying a priori what is the subject of the action, "reserving its right to specify its claims and damages at a later stage".
On 08/05/2013 an Interim Order (Interim Measures) was issued, ordering and forbidding the Company until a new order is issued, inter alia, from transferring to or in favor of A. Vgenopoulos, E. Bouloutas and K. Magiras, any assets – including funds - except if the total value of the assets of the latter without incumbencies and other securities ("unencumbered value") exceeds the amount of €3.79 billion.
On 28/06/2013 the Company filed an application for setting aside the procedure (cancellation of the writ of summons).
On 02/07/2013 A. Vgenopoulos, E. Bouloutas and K. Magiras filed an opposition against CPB's application for an interim order. The Company stated that it would not file an opposition and that it would accept the outcome of the oppositions of the other defendants, without admitting the facts included in CPB's application.
On 23/05/2014 the Court issued its interim decisions whereby it rejected the applications for setting aside the procedure and rendered the interim orders absolute against all defendants and in force until the termination of the trial or until another order of the Court.
The Company filed its appeals against (i) the interim decision dated 23/05/2014 on the set aside application and (ii) the interim decision/order dated 23/05/2014 on the interim order application and the relevant oppositions of the defendants.
On 17/07/2014 the Company filed an application to set aside due to lack of jurisdiction of the District Court of Nicosia and on 04/11/2014 CPB filed its objection. In the meantime CPB filed an application to amend the statement of claim and the Company, consequently, filed its objection. The CPB further requested adjournment of the hearing of the application to set aside due to lack of jurisdiction until after its application to amend the statement of claim is heard. Despite the Company's objection, the Court adjourned the hearing with its interim decision and the Company filed an appeal against it. On 08/09/2015, an interim decision was issued by the Court whereby it allowed the amendment of the statement of claim, against which the Company filed an appeal. The above amendment was filed on 08/09/2015 and was served to the lawyers of the defendants on 11/09/2015. By expressing a number of reservations, CPB specifies the amount of damages to € 3.99 billion.
On 15/02/2016, a hearing was held in relation to a preliminary issue concerning the Company's application to set aside for lack of jurisdiction of the District Court of Nicosia and, specifically, which party has the burden of proof. On 11/04/2016, the Court issued its judgment according to which, as a general rule, the burden of proof lies on the party who is bringing forward an allegation; and specifically in the applications at issue, the burden of proof lies on the applicants - defendants. The Company filed its written submissions on 05/09/2016 and the CPB - on 12/09/2016. Upon A. Vgenopoulos's demise the case was fixed, following adjournment, for 24/10/ 2017 for directions.
By the Notice dated 17/05/2016, the Company was informed about listing of the appeals it had filed against the interim decisions dated 23/05/2014 on 16/06/2016, whereby the Supreme Court set a 90 days deadline for the Company to lodge its Skeleton Argument and subsequently 90 days for CPB to lodge its own Skeleton Argument. The Company filed its Skeleton Argument on 12/09/2016, CPB filed its Skeleton Argument on 12/12/2016 and now the hearing date of the appeal is expected to be determined.
On 31/01/2017 a decision was issued on the set aside applications for lack of jurisdiction of the Nicosia District Court, whereby it was decided that the Cypriot Courts do have jurisdiction. On 14/02/2017 the Company and Messrs. Bouloutas and Magiras filed an appeal against the above decision. The successors of A. Vgenopoulos must be expected to determine their position accordingly.
It is hereby noted that CPB has initiated proceedings for the recognition, beyond the Republic of Cyprus and in particular in Greece and in England, of the freezing order dated 23/05/2014, which does not turn against the Company's assets but orders and forbids the Company from transferring to or in favor of Messrs. Vgenopoulos, Bouloutas and Magiras, any assets – including money – except if the total value of assets exceeds the amount of € 3.79 billion. By the decision no. 27/2016 of the Athens 1-membered Court of First Instance (Voluntary Procedure) the above order was declared enforceable in Greece, as explicitly mentioned in the decision of the Athens Court of First Instance. Against this decision the Company (together with the above mentioned defendants) filed an Appeal before the Athens 3-membered Court of Appeal (Contentious Jurisdiction) which was finally rejected by the decision no. 983/2017 of the Athens 3-membered Court of Appeal issued on 02/03/2017. The Company will file before the Supreme Court an application for cessation against said decision.
Furthermore, by the Order of Judge Leslie of High Court of Justice in England and Wales, Queen's Bench Division, dated 26/02/2015, the above order of the Nicosia District Court was declared enforceable in England and Wales. The Company together with the above mentioned defendants has filed an appeal against said Order, the hearing of which is pending. On the basis of the above mentioned Order it was confirmed by the same Court in England that the above Order of Judge Leslie, whereby the Nicosia District Court Order was declared enforceable in England and Wales, will become enforceable in England and Wales only on the final determination of the appeal against it. CPB filed an appeal against this Order, the hearing of which is pending, while upon CPB's relevant application a decision on interim measures has been issued according to the provisions of article 47(2) and (3) of the Regulation 44/2001 of the Council, which does not concern though the Company's assets.
The Management considers that the obvious aim of this lawsuit against MIG is the defense of the Republic of Cyprus against MIG's lawful claim that has been subjected to the competent International Arbitration Tribunal. MIG's legal counsels are not yet able to express an opinion on the outcome of the case, at this initial procedural stage, taking into consideration all the circumstances surrounding the case, including the parallel arbitration and criminal proceedings.
The case of 1. "Elma Holdings Public Co Ltd", 2. "Liberty Life Insuranse Public Company Ltd", 3. "Dodoni Investments Chartofylakiou Public Company Limited" and 4. "Jupiter Portfolio Investments Public Company Limited" vs, inter alia, the Company before the Cypriot courts.
The claimant companies have turned not only against the Company but also against CPB, the former members of the Board of Directors of "Bank of Cyprus Public Company Ltd", "Dubai Financial Limited Liability Company", "Deutsche Bank A.G. London Branch", "PricewaterhouseCoopers Ltd", "Grant Thornton (Cyprus) Ltd", and the "Central Bank of Cyprus". The claimant companies request compensation for damages allegedly caused by acts or/and omissions of the Board of Directors of Cyprus Popular Bank and by conspiracy among the defendants, which led the Cyprus Popular Bank into a resolution regime and/or termination of its operations and /or collapse and/or bankruptcy without however making references to specific acts or omissions. The total amount of the requested compensation comes to € 39 m plus interest and costs.
The Company's Management believes that the claim is unsubstantiated, even though its adjudication is still at an early procedural stage and no details of the claim have been given; its legal counsel are not yet able to express an opinion on its outcome.
On 25/07/2016 the Attorney General of the Republic of Cyprus filed before the Nicosia District Court the criminal case no. 15161/16 against 10 (currently 8) defendants including the Company (currently defendant 7). The charge sheet was served on MIG (currently defendant 7) on 08/08/2016. The case concerns a wire transfer of € 1 m made on 27/07/2007 from an account of Focus Maritime Corporation (currently defendant 8), a company in which Michael Zolotas (currently defendant 2) has interests in, to an account of A.C.Christodoulou Consultants Ltd (currently defendant 6), a company in which Athena Christodoulou (currently defendant 4), daughter of the former Governor of the Central Bank of Cyprus Christodoulos Christodoulou (defendant 1), has interests in. The wire transfer in question is alleged to have been made in order for the latter to refrain from taking appropriate action and investigations concerning the Company's (currently defendant 7) acquisition of control in Laiki Bank in February 2006. The above "fee" for said purpose was purportedly agreed to be received by Christodoulos Christodoulou (defendant 1)
from Andreas Vgenopoulos and the Company (currently defendant 7). Moreover, as a n additional consideration, he purportedly agreed with Andreas Vgenopoulos to have his then son -in-law appointed at a high-ranking position in Laiki Bank. At the hearing of 22/03/2017 the Attorney General of the Republic of Cyprus removed A. Vgenopoulos (ex-defendant 2) and K. Magiras (exdefendant 4) from the charge sheet and committed the case to the Nicosia Assize Court for all other defendants, including the Company.
By a decision dated 18/09/2017 the Nicosia Assize Court rejected all prejudicial objections raised by all defendants and fixed the case for 9, 10 and 11 October 2017.
It is hereby noted that the Company as a legal entity is not obliged to appear in person (through its directors) at Court and may only be condemned to pay a fine. The procedural evolution of the case and in particular to what extent the proceedings will continue with regard to all charges is uncertain given the demise of A. Vgenopoulos, the extradition of M. Zolotas for only one charge and the decision of Greek Justice for non-extradition of K. Magiras. The amount of the fine that may be imposed on the Company in case of condemnation as a result of the above in not possible to be estimated at this point.
LOUIS PLC filled a lawsuit against MIG LEISURE before the Nicosia District Court, requesting the purchase by MIG LEISURE of 600,000 shares of the company CTDC owned by LOUIS PLC otherwise the adjudication of relevant compensation, referring to a previous agreement with MIG LEISURE. On 11/01/2016, MIG LEISURE filed its defence at the District Court of Nicosia.
Both sides have completed the procedure of filing affidavits for the disclosure of documents and the case has been fixed for 10/10/2017.
The company questions the existence of such an obligation and deems that the said lawsuit is unfounded, however as the hearing has not started yet, the legal counsels are unable to express an opinion on the outcome.
On 18/12/2015, the transfer of all shares of SKYSERV to SWISSPORT AVIAREPS HELLAS S.A. was completed. According to individual terms and conditions of the sale and purchase, MIG has undertaken to compensate likely amounts that SKYSERV is to be asked to pay and for which there was no previous provision in the Financial Statements. Three lawsuits have been filed against SKYSERV by the "OLYMPIC AIRWAYS SERVICES S.A. - IN LIQUIDATION" seeking payment for the total amount of € 5,6 m, invoking the contracts for provision of services entered between the companies on 09/06/2009. The trial of the above cases has been adjourned for 21/02/2018, 28/02/2018 and 14/03/2018 following the relevant request by "OLYMPIC AIRWAYS SERVICES S.A. - IN LIQUIDATION". The SKYSERV and MIG dispute the existence of the liability and believe that these lawsuits are vague and unsubstantiated; and, provided there is no subversive evidence to occur at their trial, it is estimated that there are small chances of success on the merits of these cases.
The minimum future lease payments under non-cancellable operating leases as at 30/06/2017 and 31/12/2016 are as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Within 1 year | 34,787 | 34,712 | 461 | 472 |
| After 1 year but not more than 5 years | 112,033 | 119,417 | 610 | 812 |
| More than 5 years | 46,517 | 55,442 | - | - |
| Total operating lease commitments | 193,337 | 209,571 | 1,071 | 1,284 |
The above amounts include operating leases between VIVARTIA and ΑΤΤΙCΑ groups amounting to € 70,948k (31/12/2016: € 75,434k).
The Group's other commitments are analyzed as follows:
| THE GROUP | |||||
|---|---|---|---|---|---|
| Amounts in € '000 | 30/06/2017 | 31/12/2016 | |||
| Within 1 year | 2,044 | 2,443 | |||
| After 1 year but not more than 5 years | 516 | 733 | |||
| Total other commitments | 2,560 | 3,176 |
The Group's tax liabilities are not conclusive since there are non-tax audited financial years which are analyzed in note 2 of the Financial Statements for the six-month period ended on 30/06/2017. For the non-tax audited financial years there is a probability that additional taxes and penalties will be imposed when they are assessed and finalized. The Group assesses on an annual basis its contingent liabilities which may result from tax audits of preceding financial years, by forming provisions where it is deemed necessary. The Group has made provisions for non -tax audited financial years amounting to € 2,801k (31/12/2016: € 3,566k).
The Management considers that apart from the formed provisions, potential tax amounts which may arise will not have any significant effect on equity, Profit/Loss and on cash flows of the Group and the Company.
For the years 2011 - 2015, the Group companies operating in Greece and subject to tax audits by Chartered Accountants in accordance with paragraph 5 of Article 82 of Law 2238/1994 and in compliance with the provisions of Article 65Α par. 1, Law 4174/2013, received a Certificate of Tax Compliance without significant differences. Under the Circular POL 1006/2016, the companies that have been subject to this special tax audit are not exempted from the statutory audit of the competent tax authorities. The Management of the Group estimates that in case such audits are carried out by the Tax Authorities in the future, no additional tax differences will arise with a significant effect on the Financial Statements.
Regarding the financial year 2016, the special audit for the issue of the Certificate of Tax Compliance is currently in progress and the relevant tax certificates are expected to be issued following the publication of the interim condensed Financial Statements ended as at 30/06/2017. Should any additional tax liabilities arise till the finalization of the tax audit, it is estimated that they will not have a material effect on the Financial Statements. It is to be noted that under the
recent legislation, such audit and the issue of the Certificate of Tax Compliance for 2016 and onwards are optional.
Financial assets and financial liabilities measured at fair value in the Statement of Financial Position of the Group and the Company are classified under the following 3 level hierarchy in order to determine and disclose the fair value of financial instruments per valuation technique:
The following tables reflect the Group financial assets and liabilities measured at fair value on a recurring basis on 30/06/2017 and 31/12/2016:
| 30/06/2017 | 31/12/2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets | Fair value measurement at end of the reporting period using: |
Fair value measurement at end of the reporting year using: |
||||||
| Amounts in € '000 | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss |
||||||||
| - Securities | 29 | - | - | 29 | 109 | - | - | 109 |
| - Mutual Funds | - | 725 | - | 725 | 1,988 | 725 | - | 2,713 |
| - Bonds | - | 45 | - | 45 | - | 45 | - | 45 |
| - Derivatives | - | 542 | - | 542 | - | 5,877 | - | 5,877 |
| Financial assets of investment portfolio | ||||||||
| - Equity instruments of non-listed entities | - | - | 231 | 231 | - | - | 362 | 362 |
| - Shares listed in foreign stock exchanges | 115 | - | - | 115 | 109 | - | - | 109 |
| Total financial assets | 144 | 1,312 | 231 | 1,687 | 2,206 | 6,647 | 362 | 9,215 |
| Financial liabilities | ||||||||
| - Loans | - | 76,451 | - | 76,451 | - | 69,214 | - | 69,214 |
| - Derivatives | - | 263 | - | 263 | - | - | - | - |
| Total financial liabilities | - | 76,714 | - | 76,714 | - | 69,214 | - | 69,214 |
| Net fair value | 144 | (75,402) | 231 | (75,027) | 2,206 | (62,567) | 362 | (59,999) |
The relevant analysis in respect to the Company is as follows:
| 30/06/2017 | 31/12/2016 Fair value measurement at end of the reporting year using: |
|||||
|---|---|---|---|---|---|---|
| Financial assets | Fair value measurement at end of the reporting period using: |
|||||
| Amounts in € '000 | Level 2 Total |
Level 1 Level 2 |
Total | |||
| Financial assets at fair value through profit or loss | ||||||
| - Securities | - | - | 90 | - | 90 | |
| - Mutual Funds | 725 | 725 | - | 725 | 725 | |
| Total financial assets | 725 | 725 | 90 | 725 | 815 | |
| Net fair value | 725 | 725 | 90 | 725 | 815 |
There were no transfers between Levels 1 and 2 during the six-month period time.
Investments in listed shares in domestic and foreign stock markets are valued based on the quoted market prices of these shares. Investments in unlisted shares are valued based on widely accepted valuation models which sometimes incorporate data based on observable market inputs and sometimes are based on unobservable data.
The changes in the Group's and the Company's financial instruments classified in Level 3 as at 30/06/2017 and 31/12/2016 are presented as follows:
| THE GROUP | |||||
|---|---|---|---|---|---|
| 30/06/2017 | 31/12/2016 | ||||
| Amounts in € '000 | Financial assets of investment portfolio |
Financial assets of investment portfolio |
|||
| Equity instruments of non-listed entities |
Equity instruments of non-listed entities |
||||
| Opening balance | 362 | 783 | |||
| Sales | (1,128) | - | |||
| Issues and settlements | - | (421) | |||
| Total gains/(losses) recognised in profit or loss under line item: |
|||||
| - Other financial results | 997 | - | |||
| Closing balance | 231 | 362 | |||
| Total amount included in profit or loss for unrealized gains /(losses) on Level 3 instruments |
997 | - |
The following table illustrates the non-financial assets of the Group that are measured at fair value on a recurring basis at 30/06/2017 and 31/12/2016:
| 30/06/2017 | 31/12/2016 | |
|---|---|---|
| Fair value measurement at end of the reporting period |
Fair value measurement at end of the reporting year |
|
| Amounts in € '000 | Level 3 | Level 3 |
| Investment Property | ||
| - Buildings in Greece | 167 | 167 |
| - Buildings in Serbia | 276,273 | 275,058 |
| Total non-financial assets | 276,440 | 275,225 |
Each one of MIG's major investments are exposed to specific risks. The occurrence of any of these risks to one or more investments could lead to a possible revaluation of MIG's portfolio and to the reassessment of the strategic objectives of the Group.
Τhe Company and the Group are exposed to risks pertaining to financing, interest rates, fuel prices, liquidity, credit and FX. The Group reviews and periodically assesses its exposure to the risks cited above on a case by case basis as well as collectively and uses financial instruments to hedge its exposure to certain risk categories.
Evaluation and assessment of the risks faced by the Company and the Group are conducted by the Management and the Board of Directors of the Company. The main aim is to monitor and assess al l the risks to which the Company and Group are exposed to through their business and investment activities.
The Group uses several financial instruments or applies specialized strategies to limit its exposure to changes in the values of investments that may result from market volatility, including changes in prevailing interest rates and currency exchange rates.
The Group's functional currency is the Euro. The Group operates in foreign countries and therefore is exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign currency and from investments outside the Eurozone. The largest percentage of MIG's and the Group's revenue and costs are Euro denominated. Likewise, the largest percentage of the Company's investments is denominated in Euro.
In managing currency risk, the Group uses derivatives (forward FX contract agreements) with financial institutions for the Group's companies. The Group holds foreign investments whose net assets are exposed to FX risk. FX risk stems from the exchange rates to the USD, UK Sterling, Albanian Lek, Bulgarian Lev, Romanian Leu and other currencies of European countries and is partially offset by respective liabilities in the same currencies.
The Group's investments in the Serbian RKB is not exposed to FX risk since its assets (investment properties and other intangible assets) are denominated in Euro and the largest part of the relevant inflows is in Euro. It is noted, that in other markets where the Group operates (othe r Balkan countries) the financial needs of each company are assessed, and if feasible, the financing is in the same currency with the relevant asset being financed or that is going to be financed.
The analysis of the Group's financial assets and liabilities per currency converted in Euro as at
30/06/2017 and 31/12/2016 is presented as follows:
| THE GROUP | ||||||
|---|---|---|---|---|---|---|
| Amounts in € '000 | USD | GBP | 30/06/2017 LEK |
BGN | RON | Other |
| Notional amounts | ||||||
| Financial assets | 779 | 108 | 1,853 | 7,724 | 1,966 | 236 |
| Financial liabilities | (314) | (92) | (8,239) | (3,636) | (1,599) | (1,214) |
| Short-term exposure | 465 | 16 | (6,386) | 4,088 | 367 | (978) |
| Financial assets | - | - | 36,004 | 1 | - | 189 |
| Financial liabilities | - | - | - | (268) | - | - |
| Long-term exposure | - | - | 36,004 | (267) | - | 189 |
| THE GROUP 31/12/2016 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in € '000 | USD | GBP | LEK | BGN | RON | Other | |||
| Notional amounts | |||||||||
| Financial assets | 962 | 746 | 1,697 | 7,890 | 2,392 | 237 | |||
| Financial liabilities | (368) | (21) | (7,677) | (3,680) | (1,544) | (1,209) | |||
| Short-term exposure | 594 | 725 | (5,980) | 4,210 | 848 | (972) | |||
| Financial assets | - | - | 36,752 | 1 | - | 188 | |||
| Financial liabilities | - | - | - | (345) | - | - | |||
| Long-term exposure | - | - | 36,752 | (344) | - | 188 |
The following table shows the FX sensitivity analysis on the Group's results and equity by taking into consideration a change in FX rates by +/- 10%.
| THE GROUP | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 10% | -10% | 10% | -10% | 10% | -10% | 10% | -10% | 10% | -10% | |
| 30/06/2017 | ||||||||||
| Amounts in € '000 | USD | GBP | LEK | RON | Other | |||||
| Profit for the period (before tax) | 42 | (42) | 1 | (1) | - | - | 8 | (8) | (79) | 79 |
| Equity | 42 | (42) | 1 | (1) | (1,791) | 1,791 | 8 | (8) | (79) | 79 |
| 31/12/2016 | ||||||||||
| Amounts in € '000 | USD | GBP | LEK | RON | Other | |||||
| Profit for the financial year (before tax) |
59 | (59) | 73 | (73) | - | - | 19 | (19) | (75) | 75 |
| Equity | 59 | (59) | 73 | (73) | (1,661) | 1,661 | 19 | (19) | (75) | 75 |
Sensitivity analysis for the currency Lev is not included in the table above, because the exchange rate of EURO/LEV is fixed.
The Group's exposure to FX risk varies during the financial year depending on the volume of the transactions and its wider FX risk exposure. However, the above analysis is considered to be representative of the Group's FX risk exposure.
Prudent liquidity risk management implies cash adequacy as well as the existence and availability of necessary funding sources. The Group is managing its liquidity requirements on a daily basis through systematic monitoring οf it's short and long-term financial liabilities and through daily monitoring of the payments made. Furthermore, the Group constantly monitors the maturity of its
receivables and payables, in order to maintain a balance between capital continuity and flexibility via its bank credit worthiness.
Maturity of financial liabilities as at 30/06/2017 and 31/12/2016 for the Group and the Company is analyzed as follows:
| THE GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30/06/2017 | 31/12/2016 | ||||||||
| Amounts in € '000 | Short-term | Long-term | Short-term | Long-term | |||||
| Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
||
| Long-term borrowing | 103,753 | 135,299 | 826,283 | 40,858 | 60,162 | 193,897 | 807,636 | 44,403 | |
| Liabilities relating to operating lease agreements |
673 | 854 | 3,535 | - | 657 | 689 | 3,948 | - | |
| Trade payables | 177,184 | 8,823 | - | - | 172,589 | 8,019 | - | - | |
| Other short-term-long-term liabilities |
169,313 | 15,219 | 10,219 | 400 | 148,334 | 16,118 | 11,359 | 400 | |
| Short-term borrowing | 455,922 | 83,312 | - | - | 391,687 | 171,403 | - | - | |
| Derivative financial instruments |
263 | - | - | - | - | - | - | - | |
| Total | 907,108 | 243,507 | 840,037 | 41,258 | 773,429 | 390,126 | 822,943 | 44,803 |
| THE COMPANY | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 30/06/2017 | 31/12/2016 | |||||||||
| Amounts in € '000 | Short-term | Long-term | Short-term | Long-term | ||||||
| Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
Within 6 months |
6 to 12 months |
1 to 5 years |
More than 5 years |
|||
| Long-term borrowing | 85,455 | - | 597,144 | - | 44,903 | 58,722 | 597,144 | - | ||
| Other short-term-long-term liabilities |
10,704 | - | 8,565 | - | 12,648 | - | 9,514 | - | ||
| Short-term borrowing | 3,270 | - | - | - | 3,270 | - | - | - | ||
| Total | 99,429 | - | 605,709 | - | 60,821 | 58,722 | 606,658 | - |
As shown in the above table, the Group's total borrowings as at 30/06/2017 amounted to € 1,650,489k with an amount of € 870,676k pertaining to long-term borrowings and € 779,813k - to short-term borrowings. Accordingly, the total borrowing of the Company as of 30/06/2017 amounted to € 685,869k with an amount of € 597,144k pertaining to long-term debt and € 88,725k – to short-term borrowings.
As at 30/06/2017, the Group and the Company present negative working capital, as short-term liabilities exceed the current assets by € 639.101k and € 78.798k respectively. This issue will be resolved following successful completion of the restructuring of the Group's loans (see notes 3 and 17).
On 31/07/2017 MIG announced that it had proceeded with the early repayment of the total number of bonds of the Company's Convertible Bond Loan amounting to € 375.247.019, issued on 29/07/2013.Last trading date on the Athens Exchange was set on 26/07/2017. The price of the early repayment of the capital amounts to 100% of the nominal value of the bonds, i.e. 1 euro per bond, according to the CBL terms.
o The impact on turnover and results of ATTICA group is estimated to be limited due to the low traffic period ahead as well as the group's potential to cover the routes operated by the aforementioned vessel by other ATTICA group vessels.
o The event is fully covered by the existing insurance cover of the BLUE STAR PATMOS for Protection & Indemnity and Hull & Machinery by internationally recognized insurance companies.
Apart from the aforementioned, there are no events posterior to the Financial Statements, regarding either the Group or the Company, which may require reference by IFRS.
The condensed interim and consolidated financial statements for the six-month period ended 30/06/2017 were approved by the Board of Directors of MARFIN INVESTMENT GROUP S.A. HOLDINGS on 28/09/2017.
| The Chairman of the | The Chief Executive | The Chief Financial | The Chief |
|---|---|---|---|
| BoD | Officer | Officer | Accountant |
| Stavros | Athanasios | Christophe Vivien |
Stavroula |
| Lekkakos | Papanikolaou | Markouli | |
| I.D. No ΑΒ570154 | I.D. No ΑΚ737076 | Passport No: 14AD07810 |
I.D. No ΑΒ656863 |
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