Annual / Quarterly Financial Statement • Mar 29, 2016
Annual / Quarterly Financial Statement
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 2015
(IN ACCORDANCE WITH THE L. 3556/2007)
| STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS 3 | ||
|---|---|---|
| ANNUAL REPORT OF THE BOARD OF DIRECTORS4 | ||
| STATEMENT OF CORPORATE GOVERNANCE OF LAW 3873/201019 | ||
| INDEPENDENT AUDITOR'S REPORT 28 STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 201531 |
||
| STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 201532 | ||
| STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEAR ENDED DECEMBER 31, 201533 | ||
| CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2015 34 | ||
| NOTES TO THE SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 201535 | ||
| 1. | ESTABLISHMENT AND ACTIVITY OF THE COMPANY: 35 | |
| 2. | BASIS OF PRESENTATION OF FINANCIAL STATEMENTS: 35 | |
| 3. | PRINCIPAL ACCOUNTING POLICIES: 38 | |
| 4. | TANGIBLE FIXED ASSETS51 | |
| 5. | INVESTMENT PROPERTY 52 | |
| 7. | LONG TERM ACCOUNTS RECEIVABLE54 | |
| 8. | SUBSIDIARIES 55 | |
| 9. | INCOME TAX (CURRENT AND DEFERRED)55 | |
| 10. | INVENTORIES58 | |
| 11. | TRADE RECEIVABLES58 | |
| 12. | PREPAYMENTS AND OTHER RECEIVABLES:59 | |
| 13. | CASH AND CASH EQUIVALENTS: 60 | |
| 14. | SHARE CAPITAL60 | |
| 15. | RESERVES: 61 | |
| 16. | SUBSIDIES:61 | |
| 17. | PROVISIONS:62 | |
| 18. | RESERVE FOR STAFF LEAVING INDEMNITES:64 | |
| 19. | FINANCE LEASE OBLIGATIONS:65 | |
| 20. | LONG-TERM & SHORT TERM LOANS:66 | |
| 21. | DIVIDENDS:68 | |
| 22. | ACCRUED AND OTHER CURRENT LIABILITIES: 69 | |
| 23. | ACCRUED INCOME70 | |
| 24. | SEGMENT INFORMATION71 | |
| 25. | REVENUES:72 | |
| 26. | ANALYSIS OF EXPENSES: 72 | |
| 27. | OTHER OPERATING INCOME / EXPENSES: 73 | |
| 28. | FINANCIAL INCOME/(EXPENSES):73 | |
| 29. | DEPRECIATION: 74 | |
| 29. | PAYROLL COST:74 | |
| 31. | EARNINGS PER SHARE: 74 | |
| 32. | COMMITMENTS AND CONTINGENT LIABILITIES 74 | |
| 33. | RELATED PARTIES 76 | |
| 34. | FINANCIAL INSTRUMENTS 77 | |
| 35. | SEASONALITY:80 | |
| 36. | SUBSEQUENT EVENTS: 80 | |
| WEBSITE PLACE OF UPLOADING THE FINANCIAL STATEMENTS 81 | ||
| FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 201582 |
Statements of the Members of the Boards of Directors (in accordance with article 4 par. 2 of L. 3556/2007)
The Board of Directors Members of the Company "Piraeus Port Authority Societé Anonyme" and trade title "PPA S.A." (hereinafter referred to as "Company" or as "PPA") and the undersigned:
In our above-mentioned capacity and as specifically appointed by the Board of Directors of the Company, we state and we assert that to the best of our knowledge:
Athens, March 29, 2016
Ioannis Kouvaris Stavros Drakontaidis Stamatis Koilakos
President of the Board of Directors and CEO Board of Directors Board of Directors I.D No ΑE 018479 I.D No Π 027392 I.D No AH 017129
Member of the
Member of the
The present report of the Board of Directors was compiled and is in accordance with the statute 2190/1920, law 3556/2007 and the subsequent administrative decisions of the Capital Market Commission and particularly the decision 7/448/11-10-2007 of its Board of Directors.
The report aims to inform investors about:
The main activities of the Company are provision of harbour to ships, cargo stevedoring & storage services, car stevedoring services & storage and services provided to cruise and coastal passengers.
In addition the Company provides auxiliary services to ships (water, electricity, waste management, dry docking etc) and consents land space against fee.
The main activities of the subsidiary DEVELOPMENT OF COMBINED TRANSPORTATIONS, PORT FACILITIES AND SERVICES SA (trade name LOGISTICS PPA S.A.) are:
Providing services to third parties, related to combined transportation, leasing and rental of space, machinery and transportation and to conduct any relative activity and
The provision of business advice and studies related to the development and management of port infrastructure, port services – particularly cruise services - tourist boats resorts and marine tourism.
The main activities of the subsidiary SHIP REPAIRING SERVICES SA (trade name "NAFSOLP S.A.") are:
The subsidiaries, until the date of the financial statements, had not started their business. Following a review of the purpose and activities of the two subsidiaries and taking into account their significant accumulated losses, the management decided their dissolution and liquidation, which was completed at March 9, 2016. For this reason, at December 31, 2015, the Company proceeded to their impairment in the amount of its participation, reduced by the liquidation of its company.
In late 2009, PPA SA adjusted the development strategy of the Company as a result of new operating data within Piraeus port's container sector. The concession of the operation of Pier II and of the Eastern Part of Pier III, which is currently under construction, to PCT SA, subsidiary of Cosco Pacific Ltd., as well as the launch of Pier I by PPA in 2010, in combination with the worsening economic crisis, had a significant impact on financial and management operations of the Authority. Until 2009 when the above concession was implemented, the Authority's revenues depended almost totally on container handling activities. Moreover, due to the limited capacity of Pier I, the new competitive framework, where two providers operate, and the complete transfer of organizational, operational and human resources to the smaller Pier I, the Authority urgently needed to seek additional revenues and to achieve a more differentiated revenue portfolio in order to maintain short- and long-term profitability.
From this starting point, the Authority drew up a new strategic plan with two main long-term objectives:
Gradual independence of the Authority's economic performance, which relied almost exclusively on the Container industry, and
Active development of other and new commercial activity areas while avoiding dependence of the Company's results on one single user-client.
In the above context, the new strategy of PPA now covers the following objectives:
To enhance vehicle transport by investing on infrastructure and operational restructuring so that Piraeus maintains its leading position as an automotive trading center in the Eastern Mediterranean.
To strengthen the cruise sector by investing on infrastructure and operational restructuring so that Piraeus becomes a major cruise center in the Eastern Mediterranean.
To develop comparative advantage in all business areas, through preventive application of environmental measures and implementation of quality policies, so that PPA becomes a pioneer in this field throughout the Mediterranean.
To adopt an extrovert policy with active membership in international Authoritys and institutions so that PPA actively participates in port policy making centers at a European and international level.
To implement policies that enable long-term sustainable operation of the Authority by adjusting the operating structures and supporting effectiveness.
The implementation of the strategic plan of the Authority has continued in 2015.
In the framework of such an outward-oriented policy, PPA activated full membership in ESPO and MedCruise associations and continued its effort to coordinate the activity of the Greek ports through the Hellenic Ports Association (ELIME). This coordinated and strategically targeted effort was again recognized in May 2015 when the first annual regular ESPO meeting and conference were held in Piraeus. Moreover for the first time the European Maritime Day was commissioned and organized in Greece, where PPA acted as
co-host. Over 1000 participants from all EU countries and ports, Ministers and Commissioners, members of DG Mare and European maritime industry bodies attended the two-day conference, alongside multiple themed and cultural events and exhibitions for the public.
As part of the continuous improvement of the services that PPA provides to its clients, the Cruise Terminal Services were re-certified according to the International Quality Standards for Management ISO 9001: 2008 and Environment ISO 14001: 2004, while for the first time the Car Terminal Services were certified by the same international standards. Certification was carried out by the internationally recognized certification body Lloyd's Register Quality Assurance / Hellenic Lloyd's SA after due inspection and confirmation of meeting the requirements of both Standards.
As part of its strategy to increase its competitiveness PPA initiated a review of the operating structures and procedures in order to achieve long-term economic viability by controlling operating costs and reducing payroll costs in full accordance with the relevant policies of the country.
The decisions and daily operation of the Authority aim at achieving the following objectives:
Through the projects included in the investment program 2014-2018, as approved by the Board in the context of a 5-year business plan for the Company, the Management aims to serve the above goals. The investment project package will be funded by all available means: equity, loans, grants of development programs.
PPA SA not only expects to raise its own revenue but also to bring to the region such activities that shall contribute to the development of economic activity in the wider region of Piraeus.
PPA SA, with the appropriate spaces, the necessary mechanisms, but also the desire to be an active player in the area with increased corporate social responsibility, even more due to its public character, decided to undertake a coordinating role and to allocate many of the sites under its management at the Central Port to create a large-scale project for the Cultural Coast of Piraeus. The development of the Cultural Coast is an inspired project for the city and the port of Piraeus, since it connects shipping with tourism, both being the main National wealth-creation industries.
It is noted that after the complete transfer of the PPA SA majority share package (see below), the private investor, apart from all the aforementioned goals, will have the opportunity to develop its strategic and investment plan.
In 2015, 341,386 vehicle movements were handled at the car terminal, while 359,665 vehicles movements had been handled in 2014 respectively.
As regards the domestic cargo, the positive reversal of performance observed in 2013 and 2014 was marginally halted in 2015, since that year we had a decrease by 1.69% compared to 2014 (82,593 vehicles in 2015 vs. 84,017 vehicles in 2014) due to the effects of the imposed capital controls and the further deterioration of liquidity in 2015.
Vehicle transshipment at PPA recorded a decrease by 6.11% compared to 2014 (258,793 vehicles in 2015 vs. 275,648 vehicles in 2014), continuing the downward trend of the previous years in the sector. The decrease in the managed transshipment volume is due to the political instability in many Mediterranean countries, the Crimean crisis, as this region is an important vehicle-handling final destination for the PPA in terms of volume, as well as due to low fuel prices that boost competitive terminals with larger route deviation compared to Piraeus, and to the aggressiveness of these competing terminals.
Despite the negative circumstances, the Car Terminal of PPA SA maintains a leading position in the Eastern Mediterranean and now has a positive outlook through the new opportunities of the railway connection. At the same time, new challenges emerge regarding the further promotion of the car terminal activities, which shall require a stable operating system, since the development of the rail link should be applied on a competitive pricing policy compared to other terminals, which are better located in terms of their geographical position and distance from the production centers.
In the cruise industry the Mediterranean is now the second largest area in terms of cruise capacity routing, holding 19.5% in 2015. According to MedCruise, in 2015 the average number of passengers per call at the member ports for the first time exceeded 2,000 passengers (2,066), compared to 1,878 passengers in 2014, 1,855 in 2013 and 1,828 in 2012. These figures prove right the Authority's strategy to expand the port's infrastructure in the southern front, so that it can accommodate the new large-capacity cruise ships.
In 2015, Piraeus recorded 1,678,490 passengers in transit compared to the 1,854,916 cruise passenger journeys in 2014, thus reduced by 9.51%. However, passengers who started or finished their cruise in Piraeus (home porting) amounted to 284,246 and have increased by about 11% compared to 2014, which has a positive impact, not only on the Company's financial results but also on the country's tourism industry. This positive trend will continue in 2016 as a result of the significant agreement that was concluded between PPA and CARNIVAL CRUISE LINES so that the latter in 2016 uses Piraeus as a cruise departure port for its ship under construction "CARNIVAL VISTA".
In the container sector the current challenges have led to increased cooperation through alliances. Already, after cancellation of alliance P3 (Maersk, MSC, CMA CGM), the new alliances 2M (Maersk, MSC) and Ocean Three (China Shipping, UASC, CMA CGM) have launched joint services. This practice, albeit not novel in the market, has led to the reduction of port potential customers by posing new challenges; thus modification of regular port managers is required, as the number of transit ports by region is expected to decrease.
At the same time, due to the above development that limits the number of terminal customer, the increase in high-capacity ships' deliveries (more than 10,000 TEU) creates pressure to port authorities for new investments in equipment and infrastructure amid increased competition and high risk. In this context, the recent railway link of the port, but also the implementation of investments envisaged by the agreement between PPA and PCT, will give Piraeus an overall competitive advantage. At the same time, though, this will pose new challenges to terminal I, which is managed by PPA SA.
In 2015, PPA's Pier 1 handled 293,353 TEUs, recording a decrease for the second year (2014 recorded 598,255 TEUs) after four consecutive years of increase (2010-2013). It is estimated that in the new
market context (companies/clients alliances, increased PCT capacity, intra-port and inter-port competition) it is not expected that traffic will increase significantly.
In 2015 coastal area handling (from Central Piraeus Port) recorded 8,391,632 passengers increased by 3.68% compared to the previous year (2014: 8,093,501 passengers). This increase is very important not only for the improvement rate per se, but because it is observed for the second time, after four consecutive years of decline. In the Perama ferry sector the handling throughput in 2015 amounted to 7,417,892 passengers, reduced by 14.61% compared to 2014 (2014: 8,687,078 passengers).
Note that the above developments are taking place in parallel with the privatization of PPA SA. As is known in March 2014 the HRADF announced the launch of an international tender for the acquisition of majority shareholding of PPA SA. On 20.01.2016 under the tendering process the HRADF Board accepted the offer of Cosco Group Limited (Hong Kong) for 67% of the shares issued by PPA SA. This way, 51% of all PPA SA shares shall be immediately transferred to the private investor and 16% more PPA shares are to be transferred after five years, in accordance with the conditions set in the contract.
In 2015, 341,386 vehicle movements were handled at the car terminal, while 359,665 vehicles movements had been handled in 2014 respectively.
As regards the domestic cargo, the positive reversal of performance observed in 2013 and 2014 was marginally halted in 2015, since that year we had a decrease by 1.69% compared to 2014 (82,593 vehicles in 2015 vs. 84,017 vehicles in 2014) due to the effects of the imposed capital controls and the further deterioration of liquidity in 2015.
Vehicle transshipment at PPA recorded a decrease by 6.11% compared to 2014 (258,793 vehicles in 2015 vs. 275,648 vehicles in 2014), continuing the downward trend of the previous years in the sector. The decrease in the managed transshipment volume is due to the political instability in many Mediterranean countries, the Crimean crisis, as this region is an important vehicle-handling final destination for the PPA in terms of volume, as well as due to low fuel prices that boost competitive terminals with larger route deviation compared to Piraeus, and to the aggressiveness of these competing terminals.
Despite the negative circumstances, the Car Terminal of PPA SA maintains a leading position in the Eastern Mediterranean and now has a positive outlook through the new opportunities of the railway connection. At the same time, new challenges emerge regarding the further promotion of the car terminal activities, which shall require a stable operating system, since the development of the rail link should be applied on a competitive pricing policy compared to other terminals, which are better located in terms of their geographical position and distance from the production centers.
In the cruise industry the Mediterranean is now the second largest area in terms of cruise capacity routing, holding 19.5% in 2015. According to MedCruise, in 2015 the average number of passengers per call at the member ports for the first time exceeded 2,000 passengers (2,066), compared to 1,878 passengers in 2014, 1,855 in 2013 and 1,828 in 2012. These figures prove right the Authority's strategy to expand the port's infrastructure in the southern front, so that it can accommodate the new large-capacity cruise ships.
In 2015, Piraeus recorded 1,678,490 passengers in transit compared to the 1,854,916 cruise passenger journeys in 2014, thus reduced by 9.51%. However, passengers who started or finished their cruise in Piraeus (home porting) amounted to 284,246 and have increased by about 11% compared to 2014, which has a positive impact, not only on the Company's financial results but also on the country's tourism industry. This positive trend will continue in 2016 as a result of the significant agreement that was concluded between PPA and CARNIVAL CRUISE LINES so that the latter in 2016 uses Piraeus as a cruise departure port for its ship under construction "CARNIVAL VISTA".
In the container sector the current challenges have led to increased cooperation through alliances. Already, after cancellation of alliance P3 (Maersk, MSC, CMA CGM), the new alliances 2M (Maersk,
MSC) and Ocean Three (China Shipping, UASC, CMA CGM) have launched joint services. This practice, albeit not novel in the market, has led to the reduction of port potential customers by posing new challenges; thus modification of regular port managers is required, as the number of transit ports by region is expected to decrease.
At the same time, due to the above development that limits the number of terminal customer, the increase in high-capacity ships' deliveries (more than 10,000 TEU) creates pressure to port authorities for new investments in equipment and infrastructure amid increased competition and high risk. In this context, the recent railway link of the port, but also the implementation of investments envisaged by the agreement between PPA and PCT, will give Piraeus an overall competitive advantage. At the same time, though, this will pose new challenges to terminal I, which is managed by PPA SA.
In 2015, PPA's Pier 1 handled 293,353 TEUs, recording a decrease for the second year (2014 recorded 598,255 TEUs) after four consecutive years of increase (2010-2013). It is estimated that in the new market context (companies/clients alliances, increased PCT capacity, intra-port and inter-port competition) it is not expected that traffic will increase significantly.
In 2015 coastal area handling (from Central Piraeus Port) recorded 8,391,632 passengers increased by 3.68% compared to the previous year (2014: 8,093,501 passengers). This increase is very important not only for the improvement rate per se, but because it is observed for the second time, after four consecutive years of decline. In the Perama ferry sector the handling throughput in 2015 amounted to 7,417,892 passengers, reduced by 14.61% compared to 2014 (2014: 8,687,078 passengers).
Note that the above developments are taking place in parallel with the privatization of PPA SA. As is known in March 2014 the HRADF announced the launch of an international tender for the acquisition of majority shareholding of PPA SA. On 20.01.2016 under the tendering process the HRADF Board accepted the offer of Cosco Group Limited (Hong Kong) for 67% of the shares issued by PPA SA. This way, 51% of all PPA SA shares shall be immediately transferred to the private investor and 16% more PPA shares are to be transferred after five years, in accordance with the conditions set in the contract.
The total revenues for the year amounted to € 99.9 million decreased by 4.3% or 4.4 million (December 31, 2014: € 104.3 million). The change was mainly due to the decrease in revenues from the management of the container terminal (SEMPO) by 42.3% or € 9.8 million, along with a reduction of 11.5% or around € 1.4 million occured in revenues from the car terminal segment.
Instead an increase in revenues of 10.1% or € 3.7 million occured from the fee concession arrangement of SEP. Additionally an increase in management tanks and coastal of 26.3% or around 1.9 million and 8.5% or around 0.8 million respectively was noted.
The key size of operating costs are the staff costs that reach 51.1% of total expenses in 2015, fell by 4.1% and amounted to € 51.5 million compared to € 53.7 million of the respective year of 2014. The change is mainly due to staff reduction and the reduced overtime hours of the workers in the container terminal, because of the traffic reduction.
As for the other costs (except staff-costs), they increased marginally, with the largest increase of 64.0% or around € 7.1 million to appear in "Provision for the year", mainly due to an increase to the "provision for doubtful debts" of around € 2.1 million and a provision of around € 4.8 million, concerning a claim from the workers of the company "GA Ferry Maritime S.A" under the L. 4331/2015. In addition, the largest decrease which amounted to € 14.6 million (31.12.2014: € 17.2 million), was appeared to "Third party services". The
decrease is mainly due to the reduction of PPA's expenses for repairs and maintenance of buildings, for liquid effluent disposal costs and the reduction of financial leasing due to the termination of the agreement.
Depreciation of property,plant and equipment as well as intangible assets, remained at the previous year's level, amounting to € 14.2 million. Consumption of materials was reduced by 43.6%, since it was amounted to € 1.5 million for 2015 compare to € 2.6 million in 2014.
Total receivables at December 31, 2015 amounted to € 368.0 million, decreased by 4.2% (December 31, 2014: € 384.3 million). The reduction of total receivables is primarily due to changes in the following: reduction of property, plant and equipment by € 12.3 million (due to depreciation), and the reduction of "trade receivables" by € 6.6 million (mainly due to the increase in provisions for doubtful debts by an amount of around € 5.5 milllion). The above reduction was offset by an increase in cash by about € 5.0 million.
Total liabilities as at December 31, 2015 amounted to € 193.7 million, decreased by 10.2% (December 31, 2014: € 215.7 million).
The decrease in total liabilities is mainly due to the following changes: the reduction of the provisions (provision for voluntary retirement was reduced by € 18.9 million, provision for tax on investment property was reduced by € 0.6 million, provision for legal claims by third parties was increased by 0.9 million and provision for compensation of beneficiaries L. 4331/2015 was increased by € 4.8 million). Additionally there was a reduction of bank lending by the amount of € 6.0 million due to the repayment of four installments of long-term loan and a reduction of income tax liability by € 1.4 million.
Critical ratios:
| 2015 | 2014 | |
|---|---|---|
| GENERAL LIQUIDITY (Current Assets / Short-term Liabilities) |
3.89 | 4.11 |
| QUICK LIQUIDITY [(Current Assets – Inventories) / Short-term Liabilities] |
3.79 | 4.02 |
| DEBTS (Banking Liabilities / Own Funds) |
0.46 | 0.52 |
contract will amount to €3,023,144.17 (for work, unpredictable incidents and review, excluding VAT). The project should be completed in the summer of 2017.
The activity of the Company is not endangered. In any case, the type of PPA activities are among the first to receive the positive or negative effects of any fluctuation in international trade, which, due to the continuing recession in the European Mediterranean and the turmoil in the rest of the Mediterranean and the Middle East, records moderate growth. Also the performance of the Chinese economy is a factor that will materially affect all international trade. In the medium term, the change in the economic climate, combined with the advantageous geographical position of Piraeus Port, will lead to increased demand for port services if the broader political and economic environment of the countries served by Piraeus Port balances out.
As infrastructure and port capacity increase and as prospects of multimodal transport chain service connections are enhanced, the international transit cargo is expected to increase in the medium term due to the geographical location of the port and as a result of the stable political and economic environment compared to neighboring countries.
The international economic environment in the container industry has led to a new wave of partnerships and alliances between shippers along with the development of new container ships, which is expected to affect competitive pressures in all Piraeus terminals and mainly Pier I. Similarly, the low price of fuel reduces the geographical advantage of Piraeus compared to other containers and vehicles' terminals, which have a larger deviation from the least-cost-path through Suez - Gibraltar, creating additional competitive pressures.
In the medium term Piraeus, mainly because of its location, its high quality level of services and the size of its infrastructure, will be able to respond positively to the new conditions of competition. This positive response to a large extent depends on the economic development of the country since the positive economic growth and the growth of domestic trade contributes to strengthening the competitive position of the port.
At the European Union level natural gas is promoted as a fuel for ships. In this context the Trans European Network ports, which include Piraeus, are obliged to have appropriate facilities to supply ships with gas. In this context the Authority is currently examining the implications and the necessary actions that should be taken to meet the new requirements.
Already some clients of the Authority have ordered ships with this feature, as for example motor carriers, and this should be also taken into consideration.
Finally, regarding the cruise industry, the increase of offered services and the cruise ship fleet (seven new ships will be delivered in 2016) is expected to lead to a further increase in international cruisers. According to MedCruise an increase of 3.1% can be expected while according to CLIA an even greater increase of 4.35% can be reached. The same factors in combination with the dynamic development of the Chinese market are expected to boost the cruise industry and to encourage the transit of passengers (22.2 million passengers in 2015 in accordance to MedCruise) at even higher levels.
Legislative Act of 28.06.2015 imposed a bank holiday for all Greek banks and capital controls, under the decision of the Ministry of Finance. The bank holiday ended on 20.07.2015, but the capital controls are still in force. The successful bank recapitalization lifted certain difficulties in the bank sector, which were mainly due to the uncertainty of the bank recapitalization schedule, which ended with the third memorandum of understanding; as a result, the liquidity risks, which could not be identified in terms of time and severity, with regard to the Authority's bank reserves in Greek bank institutes, have been significantly reduced. Furthermore, PPA' activities have not been affected by the capital controls.
Despite the fact that restrictions have been partially lifted, it is difficult to estimate at present what the total impact on the country's foreign trade is and hence on the import and export cargo through the port. The available data suggest a reduction in domestic demand coupled with import and export difficulties that negatively affect the volume of shipments. It should be noted that the import and export cargo in both the container terminal and the car park is a smaller percentage compared to traffic volume. Especially in the Container Terminal the loaded import and export containers account for about 6% of the total. In the garage area import vehicles account for about ¼ of all cargoes handled.
In the short-term, both the import demand and volume have been negatively affected. This negative impact has had a minimal impact on the Authority's revenues at the level of cargo management and no impact at all on the revenues from the concession of Piers II & III to Cosco Pacific. In the mediumterm, it is estimated that following the signing of the new memorandum of understanding, the Greek economy shall acquire positive stability conditions resulting in the increase of imports and port revenues and the possible direct losses shall be erased and compensated.
Apart from the above, the Authority has not recorded significant problems in the collectability of receivables while the sufficiency of provisions is examined on a continuous basis by the Management to modify them, if deemed necessary.
In this uncertain economic environment, the Management continuously assesses the situation and the possible future impacts in order to ensure that all necessary actions and initiatives are undertaken to minimize possible consequences for the Company's activities. The Management cannot accurately forecast the possible developments in the Greek economy; however, based on its assessment, the Management has reached the conclusion that no additional impairment provisions of the financial and non-financial assets of the Group are required on December 31, 2015.
Fair Value: The carrying amounts reflected in the accompanying sheets of financial position for cash and cash equivalents, trade and other accounts receivable, prepayments, trade and other accounts payable and accrued and other current liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
The fair value of variable rate loans and borrowings approximate the amounts appearing in the statements of financial position.
The Company categorized its financial instruments carried at fair value in three categories, defined as follows:
Level 1: Quoted (unadjusted) values from active financial markets for identical negotiable assets or liabilities.
Level 2: Other technicques for which all inflows that have a significant impact on the recorded fair value are identified or determined directly or indirectly from active financial markets.
Level 3: Techniques that use inflows that have a significant impact on the recorded fair value and are not based on quoted prices from active financial markets.
During the year ended December 31, 2015 and 2014, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.
As at December 31, 2015 and 2014, the Company held the following financial instruments measured at fair value:
| 2015 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial liabilities | ||||
| Interest bearing loans and borrowings (including | ||||
| short term portion) | - | 80,499,999.99 | - | 80,499,999.99 |
| 2014 | Level 1 | Level 2 | Level 3 | Total |
| Financial liabilities | ||||
| Interest bearing loans and borrowings (including | ||||
| short term portion) | - | 86,499,999.99 | - | 86,499,999.99 |
Credit Risk: There is no significant credit risk for the Company towards the contracting parties, since it receives advance payments or letters of guarantee from customers.
Foreign Exchange Risk: The Company is neither involved in international trade nor has any long term loans in foreign currency and therefore is not exposed to foreign exchange risk resulting from foreign currency rate variations.
Interest rate risk: The Company bank loans are expressed in Euro and are subject to floating interest rates. The Company does not use derivatives in financial instruments in order to reduce its exposure to interest rate risk fluctuation as at the balance-sheet date. The Company management believes that there is no significant risk resulting from a possible interest rate fluctuation.
The table below presents and analyses the sensitivity of the result in relation to financial assets (cash on hand and in banks) and financial liabilities (loans) of the Company to the interest rate risk changes assuming a simultaneous change in interest rates by ± 100 basis points.
| 2015 | Interest rate risk | |||
|---|---|---|---|---|
| Financial assets | Accounting values |
+100bips(Euribor) | -100bips(Euribor) | |
| Cash and cash equivalents | 59,432,087.51 | 594,320.88 | (594,320.88) | |
| Effect before income tax | 594,320.88 | (594,320.88) | ||
| Income tax 29% | (172,353.05) | 172,353.05 | ||
| Net effect | 421,967.83 | (421,967.83) | ||
| Financial liabilities | ||||
| Long term loans | (80,717,715.25) | (807,177.15) | 807,177.15 | |
| Effect before income tax | (807,177.15) | 807,177.15 | ||
| Income tax 29% | 234,081.37 | (234,081.37) | ||
| Net effect | (573,095.78) | 573,095.78 | ||
| Total net effect | (151,127.95) | 151,127.95 |
| 2014 | Interest rate risk | |||
|---|---|---|---|---|
| Financial assets | Accounting values |
+100bips(Euribor) | -100bips(Euribor) | |
| Cash and cash equivalents | 54,466,299.36 | 544,662.99 | (544,662.99) | |
| Effect before income tax | 544,662.99 | (544,662.99) | ||
| Income tax 26% | (141,612.38) | 141,612.38 | ||
| Net effect | 403,050.62 | (403,050.62) | ||
| Financial liabilities | ||||
| Long term loans | (87,007,781.94) | (870,077.82) | 870,077.82 | |
| Effect before income tax | (870,077.82) | 870,077.82 | ||
| Income tax 26% | 226,220.23 | (226,220.23) | ||
| Net effect | (643,857.59) | 643,857.59 | ||
| Total net effect | (240,806.97) | 240,806.97 |
Liquidity risk: The effective management of liquidity risk is secured by ensuring maintenance of adequate cash reserves and a possibility for funding if necessary. Corporate liquidity risk management is based on rationale management of working capital and cash flows.
The following table summarizes the maturities of financial liabilities December 31, 2015 and 2014, respectively, under the relevant contracts to non-discounted prices.
| Amounts of fiscal year | Directly | Less than | ||||
|---|---|---|---|---|---|---|
| 2015 | payable | 6 months | 6-12 months | 1 to 5 years | >5 years | Total |
| Borrowings | - | 3,133,392.08 | 3,128,482.92 | 24,851,133.33 | 51,268,719.99 | 82,381,728.32 |
| Leases | 5,502.00 | 27,510.00 | 33,012.00 | 160,351.53 | - | 226,375.53 |
| Trade and other payables* | 3,990,559.16 | 4,112,312.39 | 7,752,669.84 | - | - | 15,855,541.39 |
| Total | 3,996,061.16 | 7,273,214.47 | 10,914,164.76 | 25,011,484.86 | 51,268,719.99 | 98,463,645.24 |
| Amounts of fiscal year | Directly | Less than | 6-12 months | 1 to 5 years | >5 years | Total |
| 2014 | payable | 6 months | ||||
| Borrowings | - | 3,194,210.42 | 3,187,501.25 | 25,258,480.00 | 57,773,198.32 | 89,413,389.99 |
| Leases | 46,385.94 | 163,789.78 | 87,623.91 | 226,267.70 | - | 524,067.33 |
| Trade and other payables* | 4,281,537.46 | 3,862,669.95 | 6,764,724.14 | - | - | 14,908,931.55 |
| Total | 4,327,923.40 | 7,220,670.15 | 10,039,849.30 | 25,484,747.70 | 57,773,198.32 | 104,846,388.87 |
* Trade payables do not have interest and are settled in up to 60 days. Other payables also do not bear any interest and are settled in up to 12 months.
The primary objective of the Company's capital management is to ensure the maintenance of high credit rating, and healthy capital ratios in order to support and expand the Company's operations and maximize shareholder value. The Company's policy is to maintain leverage targets, according to an investment grade profile. The Company monitors capital adequacy using the ratio of net debt to operating profits, which should be lower than 4.25 based on the loan agreements. The net debt includes interest-bearing loans, less cash and cash equivalents, while the operating profit including profit/ (loss) before taxes, financing costs and depreciation.
| December, 31 | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Long-term borrowings | 74,499,999.99 | 80,499,999.99 | ||
| Short-term borrowings | 6,000,000.00 | 6,000,000.00 | ||
| Leases | 217,715.26 | 507,781.95 | ||
| Total Debt | 80,717,715.25 | 87,007,781.94 | ||
| Earning before interest, tax, depreciation | ||||
| and amortization (EBITDA) | 23,520,035.07 | 21,969,263.53 | ||
| - Net Debt / EBITDA | 3.43 | 3.96 |
The Company provides services to certain related parties in the normal course of business. The Company's transactions and account balances with related companies are as follows:
| Related party | Relation with the Company |
Year ended | Sales to related parties |
Purchases from related parties |
|---|---|---|---|---|
| LOGISTICS P.P.A. S.A. | Subsidiary | 31.12.2015 31.12.2014 |
- - |
64,000.00 - |
| NAFSOLP S.A. | Subsidiary | 31.12.2015 31.12.2014 |
- - |
90,000.00 - |
| Total Total |
31.12.2015 31.12.2014 |
- - |
154,000.00 - |
|
| Related party | Relation with the Company |
Year ended | Amounts due from related parties |
Amounts due to related parties |
| LOGISTICS P.P.A. S.A. | Subsidiary | 31.12.2015 31.12.2014 |
8,768.31 8,768.31 |
- - |
| NAFSOLP S.A. | Subsidiary | 31.12.2015 31.12.2014 |
- - |
- - |
| Total Total |
31.12.2015 31.12.2014 |
8,768.31 8,768.31 |
- - |
The Company, as part of its business, has transactions with government owned entities (e.g. PPC, EYDAP etc.), which are performed on commercial terms.
Board of Directors Members Remuneration: During the year ended on December 31, 2015, remuneration and attendance costs, amounting to € 189,445.70 (December 31, 2014: € 165,264.09) were paid to the Board of Directors members. Furthermore during the year ended December 31, 2015 emoluments of € 828,616.13 (December 31, 2014: € 820,111.28) were paid to Managers / Directors for services rendered.
The Company for the year ended December 31, 2015 represents profits and the Board of Directors has proposed the distribution of dividend.
The company has established and follows a Code of Corporate Governance, according to law 3873/2010, which is available in the website of the Company in the Address www.olp.gr, through the link "investors information /code of corporate governance".
The company has established practices of corporate governance that conform with the Law and are being analytically described in the applicable Code of Corporate Governance.
In the PIRAEUS PORT AUTHORITY S.A. functions an Internal Audit Department that reports directly to the Board of Directors. The head of the Internal Audit Dpt and the Internal Auditors are employees of PPA SA appointed by the Board of Directors, according to article 7 paragraph 3 L. 3016/2002 and they are supervised by the Auditing Committee.
In the framework of their duties, the Internal Auditors collaborate and inform the President of the Board of Directors and the Managing Director of the company on the course of their work, at regular time intervals and in particular whenever it is asked, or when decision-making by the Board of Directors is needed on any subject related to the competence of Internal Audit.
The Board of Directors of the Company supports the Internal Audit in order to:
In relation to the process of preparation of financial statements, the Company:
The Auditing committee of the Company supports the Board of Directors at its exercising of its supervisory responsibilities and mainly in the following sectors:
Annual Financial Report for the year ended December 31, 2015
The General Assembly of the shareholders of the Company of 22/6/2015 has appointed the members of the Auditors Committee of PIRAEUS PORT AUTHORITY SA, as follows:
| FULL NAME | ATTRIBUTE |
|---|---|
| Koilakos Stamatis | Representative of shareholders, independent non executive member |
| Roidis Georgios | Representative of shareholders, non executive member |
| Tsalikidou Olimpia | Representative of shareholders, non executive member |
The above information is included in another part of the Management Report that relates to the additional information of article 4 paragraph 7 of law 3556/2007.
The General Assembly of the Company's shareholders is the Governing Body and decides on any matter whatsoever, unless is provided differently in the Law or in the Articles of Association.
The General Assembly is convened by the Board of Directors as a Regular Assembly at least once in each financial year and not later than six (6) months after the expiration of the year and as an extraordinary Assembly whenever it is dictated by the needs of the Company. The Assembly takes place either at the place of domicile of the Company or in another place within the region of domicile of the "Athens Exchange".
The General Assembly also convenes extraordinarily whenever the Board of Directors deems it necessary or when asked by shareholders representing the one twentieth of the share capital or by the Auditors, as well as in the cases provided for by the Law or the articles of Association.
The General Assembly is the responsible Body to decide on:
Each share provides one vote.
The required quorum and majority for the convention of the General Assembly and the decisions are analytically described in the Company's Articles of Association (article 18).
The Greek State attends the General Assembly as a shareholder and is being represented, according to the provisions of paragraph 2 Article 22 L.2733/1999, as in effect.
The General Assembly, provided a different decision is not reached, is chaired provisionally by the President of the Board of Directors or his deputy or otherwise the participant member of the Board of Directors with the longest term. Secretarial duties are being executed provisionally by the person
Annual Financial Report for the year ended December 31, 2015
appointed by the President. After having approved the list of shareholders having voting rights in the Assembly, the Assembly elects its conclusive President and Secretary.
At least the President of the Company's Board of Directors or the Managing Director or the Deputy Managing Director or the General Manager, as the case may be, as well as the Internal Auditor and the External Auditor will have to attend the General Assembly of shareholders, in order to provide information and briefing on matters of their competence subject to discussion, and on questions or clarifications that are being asked by the shareholders. The President of the General Assembly allocates sufficient time for the submission of questions from the shareholders.
The summary of the minutes of the General Assembly including the results of voting for each decision of the General Assembly, will be made available on the web site of the Company within fifteen (15) days from the date of the General Assembly, translated in English, if the latter is imposed by the shareholder composition of the Company and it is economically feasible.
Participation of Shareholders in the General Assembly.
In combination with the provisions of Law 3884/2010, the Company publishes on its website within at least twenty (20) days prior to the General Assembly, in the Greek as well as in the English language, information with regard to:
The remote attendance of shareholders in the general Assembly is possible under the conditions described in the respective legislation.
The General Assembly of the Company should and can be attended by any shareholders enlisted in the records of the institution in which are being kept the mobile assets of the Company (Hellenic Exchange) at the beginning of the fifth day before the day of the Assembly. The exercise of the rights in question does not presuppose the blocking of the shares of the beneficiary, neither any other relevant procedure. The shareholder, if so wishes, can appoint a representative. Each shareholder may appoint up to three representatives. Legal entities participate by appointing as their representatives up to three persons. The nomination and the revocation of a representative of a shareholder is made in writing and is communicated to the Company, at least three days before the date of the Assembly. The company will provide on the website the forms to be used by the Shareholder for the nomination of his representatives.
The information of article 27 paragraph 3 of Regulatory Law 2190/1920 including the invitation for the exercising of the voting right via a representative, the forms of nomination and revocation of a representative, the drafts of decisions on the subjects of the agenda, as well as more complete information relating to the exercising of rights of the minority of paragraphs 2, 2a, 4 and 5 of article 39 of Regulatory Law 2190/1920 will be made available in electronic form on the web page of the Company.
The Board of Directors is responsible to decide on any aspect concerning the Administration of the Company, the management of its property and in general the seeking of its objective, without any restriction (with the exception of the subjects that fall under the exclusive competence of the General Assembly) and it represents the Company judicially and extra-judicially. The powers of the Board of
Annual Financial Report for the year ended December 31, 2015
Directors are described analytically in the articles of Association of the Company (article 9), that appears on its web page, at the address www.olp.gr at the link "Organization /Association".
Independent non executive members are those that are elected by the General Assembly, not in direct relation to the Company or with any entity connected with it and fulfil the additional conditions provided by the relative legislation and the applicable Code of Corporate Governance. The Board of Directors ensures the fulfilment of the conditions of independence from the members that have been elected as independent with the signature of a relative statement.
Annual Financial Report for the year ended December 31, 2015
After the adjourned ordinary shareholders' General Meeting of P.P.A. SA on 22/6/2015, concerning the election of BoD members, the Board of Directors convened at the same date, and decided the appointment of its members as follows:
| NAME | ATTRIBUTE | BEGINNING OF SERVICE |
EXPIRY OF SERVICE | ||
|---|---|---|---|---|---|
| Representative of shareholders, | |||||
| 1. | Kouvaris Ioannis | President Board of Directors and | 22/6/2015 | 22/6/2020 | |
| Managing Director, executive member. | |||||
| Representative of shareholders, Deputy | |||||
| 2. | Kiramargios Stavros | Managing Director | 22/6/2015 | 22/6/2020 | |
| executive member | |||||
| 3. | Liagos Athanasios | Representative of shareholders, executive | 22/6/2015 | 22/6/2020 | |
| member, executive director | |||||
| 4. | Koilakos Stamatis | Representative of shareholders, | 22/6/2015 | 22/6/2020 | |
| independent non executive member | |||||
| 5. | Drakontaidis Stavros | Representative of shareholders, | 22/6/2015 | 22/6/2020 | |
| independent non executive member. | |||||
| Roidis Georgios | Representative of shareholders, | 22/6/2015 | 22/6/2020 | ||
| 6. | non executive member | ||||
| 7. | Korkidis Vasilios | Representative of shareholders, | 22/6/2015 | 22/6/2020 | |
| non executive member | |||||
| 8. | Fragou Apostolia | Representative of shareholders, | 22/6/2015 | 22/6/2020 | |
| non executive member | |||||
| 9. | Tsalikidou Olimpia | Representative of shareholders, | 22/6/2015 | 22/6/2020 | |
| non executive member | |||||
| 10. | Kastellanos Georgios | Representative of shareholders, | 22/6/2015 | 22/6/2020 | |
| non executive member | |||||
| 11. | Georgakopoulos | Representative of employees, | 22/12/2014 | 22/12/2019 | |
| Georgios | non executive member | ||||
| 12. | Georgiou Nikolaos | Representative of dockers, | 27/5/2015 | 27/5/2020 | |
| non executive member | |||||
| Representative of municipality of Piraeus, | |||||
| 13. | Moralis Ioannis | non executive member | 22/6/2015 | 22/6/2020 |
Annual Financial Report for the year ended December 31, 2015
The Board of Directors convened twenty four (24) times within year 2015 and the meetings were attended by all of its Members, either in person or through representatives.
CVs of the members of the Board of Directors are being found on the web page of the Organisation www.olp.gr / The Organisation / The Administration.
The Board of Directors convenes at least once a month, at the domicile of the Company or whenever the needs of the Company necessitate, following an invitation of its President or his deputy. The meeting can also be carried out through videoconference.
The President of Board of Directors determines the subjects of the agenda, chairs the meetings and directs its proceedings.
The Board of Directors is considered in quorum, provided that it is being attended by at least half plus one of the members of board, between whom the President and the Managing Director or their deputies. In establishing of the number of quorum a resulting fraction if any is being omitted.
The decisions of the Board of Directors are taken validly with an absolute majority of the present and represented members.
The subjects that will be included in the agenda of the Board of Directors are notified to the members beforehand, thereby providing them the possibility to formulate their opinions.
The compensations of the members of the Board of Directors are presented in the annual economic report .
According to the 8th regular Assembly of shareholders of the Company of the 26th of June 2008, the following decisions were made: (a) as from 1-1-2008 the fixed monthly compensation of the members of the Board of Directors in the amount of 700 Euros net, and (b) the reduction as from 1-1-2008 of the additional per meeting compensation of the members of the Board of Directors of the PPA in the net amount of 300 Euros, with a maximum number of three (3) remunerated meetings per month. The above compensations are reduced by the half, in accordance to the L. 3833 & 3845/2010. The 15th (adjourned) Annual General Meeting of shareholders of PPA SA on 22/6/2015 appointed the compensation of board members for 2015 to Euros 386,90 gross per month consistently and Euros 165.82 gross per meeting.
The Managing Director heads all the Company departments, directs its work, takes all necessary decisions in the framework of the articles of Association and the provisions that condition its operation with a scope of coping with daily administrative issues.
The Managing Director has the competences that are analytically described in the Company articles of Association (article 12) and any other assigned to him by the Board of Directors.
In the Administrative Council participate, as President, the Managing Director and as members his deputy if any, the General Managers, as well as the individual responsible Directors in each particular case as deemed necessary by the Managing Director.
The Administrative Council has the competences that are analytically described in the Statute of Company (article 14) and also in the decisions of the BoD / PPA 142/9-7-2009 (GG 1503/23-7-2009), 72/29-3-2013 (GG 1622/28-6-2013) and 155/2-9-2015 (GG 2079/23-9-2015).
The present explanatory report of the company's Board of Directors to the Ordinary General Meeting of Shareholders consists of additional and detailed information pursuant to the provisions of art. 4, par. 7 and 8 of Law 3556/2007 and is a single and integral part of the Annual Report of the Board of Directors.
Company's share capital amounts to 50.000.000€ and is divided to 25 million registered shares, of a nominal value of €2 each. Each share is entitled to one vote. The Company's shares are listed on the Athens Stock Exchange.
Company's statute does not have special restrictions for share holder rights compared to the respective law principles.
Significant direct or indirect participations in the sense of L3556 art.9-11.
There are no shares of the Company that provide special rights of audit.
There are no restrictions to voting rights deriving from the Company's shares.
The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of the Company's shares or on the voting rights conferred by its shares.
Rules of appointment and replacement of Board of Directors' members and modification of articles of Association.
In accordance with article 7, par 1 of the company' articles of Association, the Board of Directors consists of thirteen members of which ten (10) members elected by the Company's General Assembly. Between them is also elected the Managing Director, who is appointed, according to article 12 of the Association with a private contract of indefinite duration, after public proclamation of the Company's Board of Directors, except in the case where the General Assembly decides to appoint the duties of Managing Director to the BoD President.
Company's employees appoint 2 representatives as members who are elected by the Company's General Assembly. These representatives come from the two biggest unions, one from the employee's side and one from the dock workers side. They are nominated by the relevant unions within a deadline of one month after a notification from the President of the BoD, following an election process within the unions in accordance to the relative legislation.
One member is appointed from the municipality of Company's headquarters, elected by the Company's General Assembly as nominated by the City Council.
The BoD has a five-year term. However, Managing Director's term is independent from the rest members of the BoD, in accordance to L3274/2004, article 35 par.13.
In accordance with article 5 of the Company's Articles of Association, following the General Shareholders Assembly decision, the share capital can be increased after the modification of Articles of Association and certification of the increase. With the same decision it is determined the amount of capital increase, the way of cover, the number and the type of shares that will be issued, the nominal value and their offering price , as well as the deadline of cover.
The above competency can be transferred to the Board of Directors following the General Shareholders Assembly decision in accordance to article 13 of C.L. 2190/1920 as it is effective and is subject to the disclosure procedures of article 7b of C.L. 2190/1920. In this case the Board of Directors can increase the share capital with a majority of two thirds (2/3) of its members. The amount of the increase cannot exceed the total amount of the paid-up share capital as of the date of the transfer of this authority to the BoD.
The above BoD authorities can be renewed for a time span that will not exceed the five-year period for each renewal, while their enforcement begins from the expiry of each five-year period.
This decision of the General Assembly falls under the rules of publicity of art. 7b of C.L. 2190/1920 as in force.
Important agreement contracted by the Company, which will enter into effect, will be amended or will expire in case of change in the Company's control following a public offer and the results of this agreement.
There is no such agreement.
Agreements that the Company has contracted with the members of the Board of Directors or with its personnel, which provide for the payment of compensation in case of resignation or release without substantiated reason or in case of termination of their term or employment due to a public offer.
There are no such agreements.
Piraeus, March 29, 2016
The President and Managing Director
Ioannis Kouvaris
We have audited the accompanying separate and consolidated financial statements of the Piraeus Port Authority S.A., with trade title "PPA S.A." (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2015, the separate and consolidated statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these separate and consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal controls as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these separate and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards of Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the separate and consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the separate and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the company "PPA S.A.", as at 31 December 2015, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Athens, March 29, 2016
The Certified Public Accountants
Panagiotis Papazoglou Vasileios Kaminaris
R.N. ICA (GR) 16631 R.N. ICA (GR) 20411
ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. SOEL REG. No: 107 8Β, CHIMARRAS ΜAROUSI 151 25, ΑTHENS
for the year January 1 st – December 31 st , 2015
In accordance with the International Financial Reporting Standards as adopted by the European Union
| GROUP-COMPANY | |||
|---|---|---|---|
| Notes | 01.01-31.12.2015 | 01.01-31.12.2014 | |
| Revenues | 25 | 99,880,455.20 | 104,320,264.31 |
| Cost of sales | 26 | (73,729,889.19) | (81,361,853.42) |
| Gross profit | 26,150,566.01 | 22,958,410.89 | |
| Administrative expenses | 26 | (27,154,710.90) | (19,581,014.55) |
| Other operating expenses | 27 | (1,586,133.60) | (2,401,423.66) |
| Other income | 27 | 11,943,508.54 | 6,797,644.49 |
| Financial income | 28 | 1,896,870.12 | 1,989,969.29 |
| Financial expenses | 28 | (625,761.66) | (872,121.48) |
| Impairment of investments | 8 | (852,048.32) | - |
| Profit before income taxes | 9,772,290.19 | 8,891,464.98 | |
| Income taxes | 9 | (1,396,536.02) | (2,127,582.14) |
| Net profit after taxes (A) | 8,375,754.17 | 6,763,882.84 | |
| Net other comprehensive income not to be reclassified in profit or loss in subsequent period: |
|||
| Re-measurement losses on defined benefits plans | (240,250.88) | (1,611,722.35) | |
| Income taxes | 69,672.76 | 419,047.81 | |
| Other total comprehensive income after tax (B) | (170,578.12) | (1,192,674.54) | |
| Total comprehensive income after tax (A)+(B) | 8,205,176.04 | 5,571,208.30 | |
| Profit per share (Basic and diluted) | 31 | 0.3350 | 0.2706 |
| Weighted Average Number of Shares (Basic & Diluted) | 31 | 25,000,000 | 25,000,000 |
| GROUP-COMPANY | |||
|---|---|---|---|
| Notes | 31.12.2015 | 31.12.2014 | |
| ASSETS | |||
| Non current assets | |||
| Property, Plant and Equipment | 4 | 261,098,568.04 | 273,356,564.78 |
| Investment property | 5 | 734,338.38 | 734,338.38 |
| Intangible assets | 6 | 50,522.36 | 94,335.44 |
| Investments in subsidiaries Other non-current assets |
8 | 127,951.68 | 980,000.00 |
| Deferred tax assets | 7 9 |
425,254.75 14,488,745.69 |
348,789.75 15,109,449.15 |
| Total non current assets | 276,925,380.90 | 290,623,477.50 | |
| Current assets | |||
| Inventories | 10 | 2,196,957.54 | 2,136,621.95 |
| Trade Receivables | 11 | 20,341,478.57 | 26,980,280.10 |
| Prepayments and other receivables | 12 | 8,264,461.93 | 9,264,040.84 |
| Restricted cash | 13 | 816,718.22 | 816,718.22 |
| Cash and cash equivalents | 13 | 59,432,087.51 | 54,466,299.36 |
| Total Current Assets | 91,051,703.77 | 93,663,960.47 | |
| TOTAL ASSETS | 367,977,084.67 | 384,287,437.97 | |
| EQUITY AND LIABILITIES Equity |
|||
| Share capital | 14 | 50,000,000.00 | 50,000,000.00 |
| Other reserves | 15 | 76,996,669.02 | 76,577,881.31 |
| Retained earnings | 47,319,141.86 | 42,007,746.62 | |
| Total equity | 174,315,810.88 | 168,585,627.93 | |
| Non-current liabilities | |||
| Long-term borrowings | 20 | 74,499,999.99 | 80,499,999.99 |
| Long-term leases | 19 | 156,404.94 | 217,707.44 |
| Government grants | 16 | 20,195,228.95 | 20,611,215.55 |
| Reserve for staff retirement indemnities | 18 | 11,005,605.02 | 10,694,136.63 |
| Provisions | 17 | 24,110,963.41 | 37,962,246.87 |
| Deferred income | 23 | 40,276,219.76 | 41,589,467.91 |
| Total Non-Current Liabilities | 170,244,422.07 | 191,574,774.39 | |
| Current Liabilities | |||
| Trade accounts payable | 2,450,767.29 | 3,198,965.53 | |
| Short term of long term borrowings | 20 | 6,000,000.00 | 6,000,000.00 |
| Short-term leases | 19 | 61,310.32 | 290,074.51 |
| Income tax | 1,500,000.00 | 2,928,029.58 | |
| Accrued and other current liabilities | 22 | 13,404,774.10 | 11,709,966.02 |
| Total Current Liabilities | 23,416,851.71 | 24,127,035.64 | |
| Total liaabilities | 193,661,273.79 | 215,701,810.03 | |
| TOTAL LIABILITIES AND EQUITY | 367,977,084.67 | 384,287,437.97 |
(amounts in Euro, except for share data)
| GR OU P-C OM PA NY |
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Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
| GROUP-COMPANY | ||||
|---|---|---|---|---|
| Notes | 01.01-31.12.2015 | 01.01-31.12.2014 | ||
| Cash flows from Operating Activities | ||||
| Profit before income taxes | 9,772,290.19 | 8,891,464.98 | ||
| Adjustments for: | ||||
| Depreciation and amortisation | 29 | 15,010,841.62 | 15,015,481.33 | |
| Amortisation of subsidies | 29 | (844,036.60) | (819,834.97) | |
| Gain on disposal of property, plant & equipment | (164,518.83) | - | ||
| Recognition of investment property | - | (220,970.81) | ||
| Financial (income)/expenses | 28 | (1,271,108.46) | (1,117,847.81) | |
| Provision for staff retirement indemnities | 30 | 729,064.12 | 691,855.65 | |
| Other Provisions | 5,763,611.24 | 4,563,109.98 | ||
| Impairnment of subsidies | 8 | 852,048.32 | - | |
| Operating profit before working capital changes | 29,848,191.60 | 27,003,258.35 | ||
| (Increase)/Decrease in: | ||||
| Inventories | (60,335.59) | 70,172.92 | ||
| Trade accounts receivable | 1,098,707.19 | (2,167,004.22) | ||
| Prepayments and other receivables | 1,427,628.91 | 602,657.68 | ||
| Other long term assets | (76,465.00) | (316.00) | ||
| Increase/(Decrease) in: | ||||
| Trade accounts payable | (748,198.24) | (128,903.48) | ||
| Accrued and other current liabilities | 1,926,618.94 | 91,380.03 | ||
| Deferred income Interest paid |
(1,313,248.15) (612,679.60) |
(1,313,867.81) (838,039.23) |
||
| Payments for staff leaving indemnities | 18 | (657,846.61) | (392,252.00) | |
| Payments for employees voluntary retirement | (14,074,800.36) | - | ||
| Income taxes paid | (2,379,082.50) | (5,670,117.36) | ||
| Net cash from Operating Activities | 14,378,490.59 | 17,256,968.88 | ||
| Cash flow from Investing activities | ||||
| Increase of subsidiaries share capital | 8 | - | (160,000.00) | |
| Procceds from the sale of property, plant and equipment | 177,312.10 | - | ||
| Capital expenditure for property, plant and equipment and intangible assets | 4,6 | (2,721,824.88) | (1,643,892.97) | |
| Decrease of restricted cash | - | 2,096,773.00 | ||
| Interest and related income received | 1,896,870.12 | 1,989,969.29 | ||
| Net cash from Investing Activities | (647,642.66) | 2,282,849.32 | ||
| Cash flows from Financing Activities | ||||
| Net change in long-term borrowings | (6,000,000.00) | (2,333,333.34) | ||
| Net change in leases | (290,066.69) | (364,235.36) | ||
| Dividends paid | 21 | (2,474,993.09) | (3,000,000.00) | |
| Net cash from Financing Activities | (8,765,059.78) | (5,697,568.70) | ||
| Net increase in cash and cash equivalents | 4,965,788.15 | 13,842,249.50 | ||
| Cash and cash equivalents at the beginning of the year | 13 | 54,466,299.36 | 40,624,049.86 | |
| Cash and cash equivalents of the end of the year | 13 | 59,432,087.51 | 54,466,299.36 |
"Piraeus Port Authority S.A" (from now on "PPA S.A." or "Company") was established in 1930 as Civil Law Legal Corporation (C.L.L.C.) by Law 4748/1930, which was revised by L.1559/1950 and was ratified by L.1630/1951 and converted into a Societé Anonyme (S.A.) by Law 2688/1999. The Company is located at the Municipality of Piraeus, at 10 Akti Miaouli street.
The Company's main activities are ships' anchoring services, handling cargo, loading and unloading services as well as goods storage and car transportation. The Company is also responsible for the maintenance of port facilities, the supply of port services (water, electric current, telephone connection etc. supply), for services provided to travelers (coastal and cruise ships) and for renting space to third parties.
The Company is subject to supervision by the Ministry of Regional Development, Competitiveness and Shipping and governed by the principles of Company Law 2190/1920 and the founding Law 2688/1999, as amended by Law 2881/2001.
The Company's duration period is one hundred (100) years from the effective date of Law 2688/1999. This period may be extended by special resolution of the shareholders general meeting.
The Company's number of employees as at December 31, 2015 amounted to 1,129. At December 31, 2014, the respective number of employees was 1,157.
The Company holds 100% interest in two companies: "DEVELOPING COMBINED TRANSPORT, PORT FACILITIES AND SERVICES S.A." (trade name «LOGISTICS PPA") and "SHIP REPAIR SERVICES S.A." (trade name "NAFSOLP SA»). For more information on these two subsidiaries see note 8. The Company together with its subsidiaries referred to thereafter as the "Group". At September 9, 2015, the extraordinary general meetings of the two subsidiaries decided their dissolution and liquidation.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (E.U.). These financial statements have been prepared under the historical cost.
As indicated in Note 8, the two subsidiaries are not consolidated in the consolidated financial statements of the Company due to the immateriality of their financials in 2014 and its liquidation in 2015. As the Company has no other subsidiaries, amounts in the financial statements of the Group are identical to those of the Company.
The preparation of financial statements according to the IFRS requires estimations and assumptions to be made by the management, influencing the assets and liabilities amounts, the disclosure of potential receivable and liabilities as at the financial statement's date, as well as the revenue and expenditure amounts, during the financial period. Actual results may differ from these estimations. The accounting policies adopted are consistent with those of the financial year ended December 31, 2014. It also requires management to exercise its judgment in the process of applying the accounting policies which have been adopted. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2(c).
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
Certain line items of the previous year's financial statements were reclassified in order to conform to the current year's presentation. These reclassifications are as follows:
The Board of Directors of the Company approved the financial statements for the year ended at December 31, 2015, on March 29, 2016. The abovementioned financial statements are subject to the final approval of the General Assembly of the Shareholders.
The Company makes estimates and judgments concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and judgments that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
(vi) Restriction on capital/ Going concern: The Legislative Act of 28.06.2015 imposed a bank holiday for all Greek banks and capital controls, under the decision of the Ministry of Finance. The bank holiday ended on 20.07.2015, but the capital controls are still in force. The successful bank recapitalization lifted certain difficulties in the bank sector, which were mainly due to the uncertainty of the bank recapitalization schedule, which ended with the third memorandum of understanding; as a result, the liquidity risks, which could not be identified in terms of time and severity, with regard to the Authority's bank reserves in Greek bank institutes, have been significantly reduced. Furthermore, PPA' activities have not been affected by the capital controls.
In the short-term, both the import demand and volume have been negatively affected. This negative impact has had a minimal impact on the Authority's revenues at the level of cargo management and no impact at all on the revenues from the concession of Piers II & III to Cosco Pacific. In the mediumterm, it is estimated that following the signing of the new memorandum of understanding, the Greek economy shall acquire positive stability conditions resulting in the increase of imports and port revenues and the possible direct losses shall be erased and compensated.
Apart from the above, the Authority has not recorded significant problems in the collectability of receivables while the sufficiency of provisions is examined on a continuous basis by the Management to modify them, if deemed necessary.
In this uncertain economic environment, the Management continuously assesses the situation and the possible future impacts in order to ensure that all necessary actions and initiatives are undertaken to minimize possible consequences for the Company's activities. The Management cannot accurately forecast the possible developments in the Greek economy; however, based on its assessment, the Management has reached the conclusion that no additional impairment provisions of the financial and non-financial assets of the Group are required on December 31, 2015.
The Company applies the following accounting principles for the preparation of the accompanying financial statements:
(a) Tangible Assets: Buildings, technical projects and other building installations are valued at acquisition cost less accumulated depreciation and possible impairment provision. The privately owned land, machinery and other equipment, acquired before PPA's conversion into an S.A., 1.6.1999, were valued at deemed cost, arising by the Evaluation Committee of article 9 C.L. 2190/1920, while these acquired afterwards are valued at acquisition cost less accumulated depreciation and possible value impairment provision.
Acquisition cost of a building installation or equipment consists of purchase price including import duties, plus non-refundable purchase taxes as well as any cost required for the asset to become operational. Repairs and maintenance are posted to the financial period in which they were realized. Significant additions and improvements made at a later stage are capitalized in the relevant asset cost.
Fixed assets constructed by the Company are posted to the self-construction cost which includes subcontractors' fees, materials and technicians' payroll costs involved in the construction (including relevant employer contributions) as well as part of general administration expenses.
Assets under construction include fixed assets under construction and are stated at their cost. Assets under construction are not depreciated until the fixed assets are complete and operational.
(b) Depreciation: Fixed assets are depreciated on a straight line basis according to the following useful lives per fixed asset category:
| Fixed Asset Categories | Useful Life (years) |
|---|---|
| Buildings, technical & port projects | 25-40 |
| Machinery & other equipment | 10-30 |
| Motor Vehicles | 5-12 |
| Floating transportation means | 20-35 |
| Furniture, fixture & fittings | 5-10 |
The residual value, the useful life and the depreciation method of the Company's assets are examined annually and they are adjusted if necessary.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
(c) Impairment of assets: According to IAS 36, buildings, facilities, equipment and intangible fixed assets must be evaluated for possible value impairment, when there are indications that the asset's accounting value is over its recoverable amount. Whenever an asset's accounting value is over its recoverable amount, its respective impairment loss is posted to the period financial results. An asset's recoverable value is the greater amount between the estimated net realizable value and the value in use. Net realizable value is considered to be the attainable revenue from the disposal of an asset within the bounds of a mutual transaction, where the parties of this transaction are in full knowledge and willingly accede, reduced by any additional direct distribution cost of the asset. Value in use is the present value of the estimated future cash flow, expected to be accomplished by the constant asset use and its disposal at the end of its estimated useful life. When there is no possibility for a company to estimate the asset's recoverable amount, for which there are indications of value impairment, then it assesses the recoverable amount of the unit (to which the asset belongs) which creates cash flows.
Assets loss impairment reversal entry, accounted for in previous years, is possible only if there are valid indications that this impairment does no longer exist or is decreased. Under these circumstances this reversal entry is recognized as revenue.
(d) Investment property: Investment property principally comprising of land and buildings, is held by the Company and the Group for long-term rental yields and not for own use. Investment property is measured at cost less depreciation and impairment.
When the carrying amounts of the investment property exceed their recoverable amounts, the difference (impairment) is charged directly in the statement of comprehensive income. Land is not depreciated. The depreciation of buildings is calculated using the straight line method over the buildings' useful life.
Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation, commencement of an operating lease to another party or completion of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.The fair value of investment property does not differ from the carrying amount as presented in the rate financial statements.
Financial instruments are set off against each other when the Company, according to the Law, has the legal right and intends to set them off or to recover the asset and at the same time set it off against the liability.
ii) Fair value of financial instruments: The fair value of financial instruments actively traded in organised financial markets is determined by reference to quoted active market bids, and in particular bid prices for assets and ask prices for liabilities, at the close of business on the balance sheet date, without any deduction in transaction costs.
Where there is no active market for a financial instrument, its fair value is determined by using appropriate valuation techniques. The valuation techniques include the method of discounted cash flows, comparison with similar instruments for which there exist observable values, rights valuation models, credit models and other relevant valuation models. Some financial instruments are shown at fair value using valuation techniques because current market transactions, or observable market data, are not available. Their fair value is determined using a valuation model which has been tested with respect to prices or the data of actual market transactions and using the best possible estimates of the Company for the most appropriate assumptions of the model. Models are adjusted to reflect the margin of the bid and ask prices, to reflect the costs for closing positions, the reliability and liquidity of the counterparty and the constraints of the model.
Furthermore, the profit and loss calculated when such financial instruments are shown for the first time (Profit or Loss of Day 1) are deferred and are only recognised when the data become observable or when the instrument is derecognised.
For discounted cash flow techniques, the estimated future cashflows are based on the management's best possible estimates and the discount rate used is a rate indicated in the market for similar instruments. The use of different valuation models and assumptions could generate substantially different estimates of fair values.
Where the fair value cannot be measured in a reliable manner, such financial instruments are measured at cost, which is the fair value of the price paid to acquire the investment or the amount received when the financial liability is issued. All transaction costs directly attributable to acquisition are included in the cost of the investment.
The fair value of a financial asset or liability is the amount received to sell an asset or paid to settle a liability in a transaction under normal conditions between two contracting parties on the date of its valuation. The fair value of the financial assets or liabilities in the financial statements has been determined, where necessary, by the Management's best possible estimate. In cases where there are no available data or these are limited from active financial markets, valuations of fair values are derived from the Management's estimate according to the available information.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
Fair value valuation methods can be classified into three levels:
Level 1: Quoted (unadjusted) values from active financial markets for identical negotiable assets or liabilities.
Level 2: Other technicques for which all inflows that have a significant impact on the recorded fair value are identified or determined directly or indirectly from active financial markets.
Level 3: Techniques that use inflows that have a significant impact on the recorded fair value and are not based on quoted prices from active financial markets.
The following methods and assumptions were used to estimate the fair value of each class of financial asset and liabilities:
Cash and cash equivalents, trade receivables prepayments and other receivables, and accrued and other current liabilities: Their book value is almost identical to the fair because the maturity of these financial instruments are short-term.
The accounting value of deferred tax assets is revised at each balance- sheet date and it is reduced up to the point that it is not likely to have enough taxable profits, where part or all of the deferred tax assets may be set off against. Current income tax receivable and liabilities for current and previous financial years are valued at the amount expected to be paid to Tax Authorities (or be refunded by them), using the tax rates (and tax Laws) in force up to the balance- sheet date.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
When the lessor retains all dangers and benefits of fixed asset ownership, then these leases are classified as operational leases. Operational lease payments are recognized as expenditure in the Comprehensive Income Statement on a regular basis during the lease.
(p) Defined benefit plan: The staff termination indemnity provision recorded in the balance sheet for the defined benefit plan is the current value of the liability for the defined benefit in addition to changes occurring from any other actuarial profit or loss and the past service cost. The discount rate is considered as the yield, at the balance sheet date, of high quality European corporate bonds which have a maturity which approaches the time period of the Group's and Company's liability.
The liability for this plan is determined using the projected unit credit method from an independent valuer and is composed of the present value of accrued services during the year, the interest on future liabilities, the prior service cost and the actuarial gains or losses.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding net interest and the return on plan assets, are recognized immediately in the statement of financial position with a corresponding debit or credit to the actuarial differences reserve through other comprehensive income in the period in which they occur. Remeasurements are not classified to profit or loss in subsequent periods.
Past service costs are recognized in profit or loss on the earlier of:
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
According to the collective PPA S.A. employee agreement (article 9 CA/2000 and article 5 CA/2004) the Company must pay retirement allowances to permanent C.L.L.C. employees equal to the total of seven month regular salary. To employees working under employment contract the Company pays either retirement allowance according to previous regulations or indemnity according to Law 2112/20 as these are revised and effective today according to each employee's previous employment period. The Company pays indemnity to workers in accordance with article 49 Law 993/79 provisions and the cases 2 & 3 of subparagraph IA.12 of L.4093/2012. All the above cases either retirement allowances or indemnity had a top limit of € 15.000 which was revised to € 30.000.
With the provisions of L. 3833/2010 and L. 3845/2010 this limit amounts to € 28.531,50.
(q) National Insurance Programs: The obligation for main or supplementary pension provision is covered by the main National Insurance Department (IKA- Social Insurance Institute) which concerns private sector and provides retirement, medical and pharmaceutical services. Each employee is obliged to contribute part of his salary to the National Insurance Department, while part of the total contribution is paid by the Company. On employee retirement the National Insurance Department is responsible for their pension payments. Therefore, the Company has no legal or presumed obligation for future payments according to this program.
The Company employees are also eligible, on retirement, for a lump sum payment by the Welfare Fund according to the Fund's statutory regulations and Law 2084/92. For employee welfare, the maximum amount payable is 44.240,00 Euro in conformity with Presidential Decree 389/1998 (Government Press 268A) which specifies as top limit the 11th salary range for higher education employees in public sector. For longshoremen welfare, the payable amount is specified each time based on last decade's contributions and the employee years of service. Each employee is obliged to contribute part of his salary to the Fund, while part of the total contributions are paid by the Company. Welfare Fund is a C.L.L.C., responsible for the above payments. Therefore, the Company has no legal or presumed obligation for future payments according to this program.
The port of Piraeus is a port complex activities, putting work in many areas of port activity , such as containers Car-terminal, shipping, cruise, Ro-Ro, ship repairing, environmental and logistics services.
It is the main port of coastal connecting mainland Greece and the islands, the main cruise port service in the country (over 55 %), the main port container (90 %), the main car – terminal port (95%) of the country.
The PPA SA provides all the requested port services: water, fuel oil, solid and liquid slot tankers, jack residual oil, electricity, fiber optics and internet, victuals, repairs, environmental services and is fully connected to all activities with modern computer systems.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The management of PPA SA monitors at the level of results of the above activities and takes business decisions based on the implemented internal management information system.
Based on the above and in accordance with the provisions of IFRS 8, the Company has determined to be disclose the following segments:
The other segments include activities representing less than 10 % of total revenue and profit in all segments and therefore are not disclosed as separate operating segments.
The Company level, includes revenues and expenses that are not allocated by operating segment because management monitors them at entity level.
Management does not take business decisions and does not monitor periodically the assets and liabilities of the business sectors and for this reason does not make the relevant disclosures as required by the provisions of IFRS 8.
This concession was agreed for fixed period, specifically of 40 years initial duration, beginning on the day the agreement was signed and ending on 13.2.2042. It is possible for the initial duration to be extended once or for several times, within Law top limits by a new written agreement and modification of the 4.1 article of the Concession Agreement. With the Common Ministry Decision (CMD) no. 8322/3-12-2008, published in Government Paper 2372/21-11-2008, the Concession Agreement duration is modified from 40 to 50 years, beginning on the 13/2/2002 (initial signature date) and ending on the respective date of the year 2052.
In exchange for the above Concession Greek Government receives 1% of the Company's consolidated annual income for each of the first 3 years of the agreement. The above percentage will increase to 2% of the Company's consolidated annual income after the 3rd year, on the same calculation basis.
The Company most significant obligations arising from this agreement are:
Published in the Government Gazette 269 / 24.12.2014 the Agreement B. Modification of the original Concession Agreement (OG 52 / 30.03.2009) between PPA SA and SEP SA, following the 'Practical Process Amicable Settlement'. According to the above, the payment of the Guaranteed consideration was suspended, no later than 31.12.2021 and replaced by paying only Variable consideration that arises as a percentage on consolidated revenues of PCT SA from the previous contract year.
The calculation of fixed consideration I & II is adjusted regarding the length of exploitation and the corresponding sq.m. as planned, after the commissioning of the western part of Pier III, increasing the length of new posts berthing ships 567 m. and 135,330 sq.m. Furthermore, the business agreement will bring investments of approximatelly € 230 million related to: (a) the construction and operation of West Pier III of the Container Terminal of PPA from SEP SA, (b) the construction on behalf of PPA SA Pier Petroleum and (c) upgrade with new machinery of Piers II and East Pier Container Terminal III.
(x) Foreign Currency Conversion: The Company operations are all performed in Euro. Transactions made in foreign currencies are converted into Euro using currency rates effective at the transaction date. Receivable and liabilities in foreign currency are adjusted at the financial statements preparation date in order to state the currency rates effective at that date. Gains or losses arising from these adjustments are included in the accompanying Comprehensive Income Statement as foreign exchange gains or losses.
The accounting policies adopted in the preparation of the annual financial statements, are consistent with those followed for the year ended December 31, 2014, except for the adoption of new standards and interpretations applicable for fiscal periods beginning at January 1, 2015. However, those standards have either no significant effect on the Financial Statement of the Group and the Company, or no application for the Group and the Company.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The IASB has issued the Annual Improvements to IFRSs 2011 – 2013 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after January 1 st, 2015. The Group and the Company are in the process of assessing the impact of these amendments on their financial position or performance.
• IAS 16 Property, Plant & Equipment and IAS 38 Intangible assets (Amendment): Clarification of Acceptable Methods of Depreciation and Amortization
The amendment is effective for annual periods beginning on or after 1 January 2016. This amendment clarifies the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated to total revenue expected to be generated cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
The amendment is effective for annual periods beginning on or after 1 February 2015. The amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. This standard is not applicable to the Group and the Company.
The standard is applied for annual periods beginning on or after 1 January 2018 with early adoption permitted. The final phase of IFRS 9 reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. The standard has not yet been endorsed by the EU. The Group and the Company are in the process of assessing the impact of the new standard their financial position or performance.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
• IFRS 11 Joint arrangements (Amendment): Accounting for Acquisitions of Interests in Joint Operations
The amendment is effective for annual periods beginning on or after 1 January 2016. IFRS 11 addresses the accounting for interests in joint ventures and joint operations. The amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business in accordance with IFRS and specifies the appropriate accounting treatment for such acquisitions. This standard is not applicable to the Group and the Company.
The standard is effective for annual periods beginning on or after 1 January 2016. The aim of this interim standard is to enhance the comparability of financial reporting by entities that are engaged in rate-regulated activities, whereby governments regulate the supply and pricing of particular types of activity. This can include utilities such as gas, electricity and water. Rate regulation can have a significant impact on the timing and amount of an entity's revenue. IFRS 14 permits firsttime adopters to continue to recognise amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognise such amounts, the standard requires that the effect of rate regulation must be presented separately from other items. An entity that already presents IFRS financial statements is not eligible to apply the standard. The European Union has not yet adopted this standard as the European Commission decided to begin the process of adopting the temporary template and wait for the final model. This standard is not applicable to the Group and the Company.
The standard is effective for annual periods beginning on or after 1 January 2017. IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. The standard's requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity's ordinary activities (e.g., sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates. The European Union has not yet adopted this standard. The Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
The amendment is effective from 1 January 2016. This amendment will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and will help some jurisdictions move to IFRS for separate financial statements, reducing compliance costs without reducing the information available to investors. The Group and the Company are in the process of assessing the impact of the new standard their financial position or performance.
• Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB has postponed indefinitely the implementation date of this amendment, pending the outcome of its work to the equity method. The amendments have not yet been endorsed by the EU. This standard is not applicable to the Group and the Company.
The amendments address three issues arising in practice in the application of the investment entities consolidation exception. The amendments are effective for annual periods beginning on or after 1 January 2016. The amendments clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. Also, the amendments clarify that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. Finally, the amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. These amendments have not yet been endorsed by the EU. The Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
Amendments to IAS 1 Presentation of Financial Statements further encourage companies to apply their professional judgment in determining the information to be disclosed and how to present them in their financial statements. The amendments are effective for annual periods beginning on or after 1 January 2016. These limited amendments to IAS 1 clarify, rather than change significantly the existing requirements of IAS 1. The amendments relate to the significance, the number of notes, the subsets and separation, the accounting policies and presentation of items of other comprehensive income (OCI) resulting from investments accounted for under the equity methodThe Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
The IASB has issued the Annual Improvements to IFRSs 2010 – 2012 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 February 2015. The Group and the Company are in the process of assessing the impact of the amendments on their financial position or performance.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The IASB has issued the Annual Improvements to IFRSs 2012 – 2014 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2016. The Group and the Company are in the process of assessing the impact of the amendments on their financial position or performance.
The standard is effective for annual periods beginning on or after 1 January 2019. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'). The new standard requires lessees to recognize most leases on their financial statements. Lessees will have a single accounting model for all leases, with certain exemptions. Lessor accounting is substantially unchanged. The standard has not been yet endorsed by the EU. The Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
The amendments are effective for annual periods beginning on or after 1 January 2017, with early application permitted. The objective of these amendments is to clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. For example, the amendments clarify the accounting for deferred tax assets when an entity is not allowed to deduct unrealised losses for tax purposes or when it has the ability and intention to hold the debt instruments until the unrealised loss reverses. The Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
The amendments are effective for annual periods beginning on or after 1 January 2017, with earlier application permitted. The objective of these 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. These amendments have not yet been endorsed by the EU. The Group and the Company are in the process of assessing the impact of the new standard on their financial position or performance.
Property, plant and equipment in the accompanying financial statements for the Group and the Company are analysed as follows:
| Buildings | Machinery & equipment |
Motor vehicles | Furniture, fixtures and fittings |
Advances & Assets under construction |
Total | |
|---|---|---|---|---|---|---|
| COST | ||||||
| Balance January 1, 2014 | 220,681,139.50 | 169,503,678.16 | 14,578,767.74 | 10,648,357.43 | 2,293,222.42 | 417,705,165.25 |
| Additions | 168,076.66 | 517,614.36 | 11,700.00 | 453,004.60 | 436,047.80 | 1,586,443.42 |
| Disposals/ write off | - | - | - | (4,664.74) | (259,263.41) | (263,928.15) |
| Transfers | - | - | - | 62,633.98 | (62,633.98) | - |
| Balance December 31, 2014 |
220,849,216.16 | 170,021,292.52 | 14,590,467.74 | 11,159,331.27 | 2,407,372.82 | 419,027,680.52 |
| Additions | 231,193.01 | 311,291.98 | 1,520,807.50 | 283,587.38 | 371,497.91 | 2,718,377.78 |
| Disposals/ write off | - | (4,286,409.70) | - | (6,706.50) | - | (4,293,116.20) |
| Transfers | 48,301.58 | - | 262,462.50 | - | (310,764.08) | - |
| Balance December 31, | ||||||
| 2015 | 221,128,710.75 | 166,046,174.80 | 16,373,737.74 | 11,436,212.15 | 2,468,106.66 | 417,452,942.09 |
| DEPRECIATION | ||||||
| Depreciation January 1, | ||||||
| 2014 | (46,050,185.61) | (69,343,562.39) | (6,024,879.99) | (9,307,575.54) | - | (130,726,203.53) |
| Depreciation | (6,679,475.56) | (7,415,619.57) | (535,743.22) | (318,738.59) | - | (14,949,576.94) |
| Disposals/ write off | - | - | - | 4,664.74 | - | 4,664.74 |
| Depreciation December 31, 2014 |
(52,729,661.17) | (76,759,181.96) | (6,560,623.21) | (9,621,649.40) | - | (145,671,115.73) |
| Depreciation (Note 29) | (6,685,117.65) | (7,400,040.17) | (578,411.40) | (300,011.81) | - | (14,963,581.03) |
| Disposals/ write off | - | 4,273,616.21 | - | 6,706.50 | - | 4,280,322.71 |
| Depreciation December | ||||||
| 31, 2015 | (59,414,778.82) | (79,885,605.92) | (7,139,034.61) | (9,914,954.71) | - | (156,354,374.05) |
| NET BOOK VALUE | ||||||
| January 1, 2014 | 174,630,953.89 | 100,160,115.77 | 8,553,887.75 | 1,340,781.89 | 2,293,222.42 | 286,978,961.71 |
| December 31, 2014 | 168,119,554.99 | 93,262,110.56 | 8,029,844.53 | 1,537,681.88 | 2,407,372.82 | 273,356,564.78 |
| December 31, 2015 | 161,713,931.93 | 86,160,568.88 | 9,234,703,13 | 1,521.257,45 | 2,468,106.66 | 261,098,568.04 |
Insurance cover of the Piraeus Port Authority (PPA S.A.) tangible fixed assets: The PPA S.A. tangible fixed assets are insured to various insurance companies. Insurance cover concerns civil liability of plant and machinery up to June 30, 2016, civil and employer cover for fire and machinery technical damages, up to September 30, 2016. Insurance costs for the year 2015 amounted to € 580,001.95 while for the previous year amounted to € 676,315.92.
There is no property, plant and equipment that has been pledged as security. The title of the capitalized leased assets has been retained by the lessor. The net book value of the Company's capitalized leased assets at December 31, 2015 and at December 31, 2014, amounted to € 271,066.68 and € 2,053,148.68 respectively.
The net book value of the Company's capitalized leased assets at December 31, 2015 and at December 31, 2014, is analyzed as follows:
| December 31, | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Machinery and Equipment | - | 1,746,520.00 | |
| Motor Vehicles | 271,066.68 | 306,628.68 | |
| Total | 271,066.68 | 2,053,148.68 |
For the year ended at Devember 31, 2015:
| Land | Buildings | Total | |
|---|---|---|---|
| Net Book Value at January 1st, 2015 | 734,338.35 | 0.03 | 734,338.38 |
| Additions | - | - | - |
| Depreciation | - | - | - |
| Net Book Value at December 31st, 2015 | 734,338.35 | 0.03 | 734,338.38 |
| January 1st, 2015 | |||
| Cost | 734,338.35 | 0.03 | 734,338.38 |
| Accumulated Depreciation | - | - | - |
| Net Book Value | 734,338.35 | 0.03 | 734,338.38 |
| December 31st, 2015 | |||
| Cost | 734,338.35 | 0.03 | 734,338.38 |
| Accumulated Depreciation | - | - | - |
| Net Book Value | 734,338.35 | 0.03 | 734,338.38 |
PIRAEUS PORT AUTHORITY S.A Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
For the year ended at Devember 31, 2014:
| Land | Buildings | Total | |
|---|---|---|---|
| Net Book Value at January 1st, 2014 | 513,367.57 | - | 513,367.57 |
| Additions | 220,970.78 | 0.03 | 220,970.81 |
| Depreciation | - | - | - |
| Net Book Value at December 31st, 2014 | 734,338.35 | 0.03 | 734,338.38 |
| January 1st, 2014 | |||
| Cost | 513,367.57 | - | 513,367.57 |
| Accumulated Depreciation | - | - | - |
| Net Book Value | 513,367.57 | - | 513,367.57 |
| December 31st, 2014 | |||
| Cost | 734,338.35 | 0.03 | 734,338.38 |
| Accumulated Depreciation | - | - | - |
| Net Book Value | 734,338.35 | 0.03 | 734,338.38 |
By the end of 2008, due to activation of integration of the Municipality of Piraeus area on National Land and in order the related declarations property to be submitted by the Company, after management's of PPA order, an inspection by Legal and Works Department was made, where a recording and reporting of the property owned by the PPA, following a thorough inspection to the property file of PPA compared to the Land Registry of Piraeus.
By the end of 2013 and the beginning of 2014, the first post of cadastral data in the Municipality of Piraeus Cadastral office took place, where six (6) properties were posted as PPA's owned property. These properties at December 31, 2014 were recognized and recorded as investment properties at their historical acquisition cost of € 220,970.81 by crediting other operating income.
There is no investment property that has been pledged as security.
The fair value of the investment property as at December 31, 2015 was amounted to € 8.5 million (December 31 2014: € 9.2 million) according to the report of the independent appraiser 'Mavrakis Certified Appraisers' and based on comparative assessment method.
Income from rent as at December 31, 2015 and December 31, 2014 amounted to € 1,000.00 and € 1,000.00 respectively and is included in other operating income in the accompanying financial statements. For the years ended December 31, 2015 and 2014 there were no repair and maintenance costs for investment property.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
For the year ended December 31, 2015:
| Software | |
|---|---|
| Net Book Value January 1, 2015 | 94,335.44 |
| Additions | 3,447.50 |
| Amortisation of the year (Note 28) | (47,260.58) |
| Net Book Value December 31, 2015 | 50,522.36 |
| January 1, 2015 | |
| Cost | 8,398,081.52 |
| Accumulated amortisation | (8,303,746.08) |
| Net Book Value | 94,335.44 |
| December 31, 2015 | |
| Cost | 8,401,529.02 |
| Accumulated amortisation | (8,351,006.66) |
| Net Book Value | 50,522.36 |
| Software | |
|---|---|
| Net Book Value January 1, 2014 | 102,789.83 |
| Additions | 57,450.00 |
| Amortisation of the year (Note 28) | (65,904.39) |
| Net Book Value December 31, 2014 | 94,335.44 |
| January 1, 2014 | |
| Cost | 8,571,268.34 |
| Accumulated amortisation | (8,468,478.51) |
| Net Book Value | 102,789.83 |
| December 31, 2014 | |
| Cost | 8,398,081.52 |
| Accumulated amortisation | (8,303,746.08) |
| Net Book Value | 94,335.44 |
This account consists of the following:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Guarantees to third parties | 377,557.75 | 302,557.75 |
| Car leases guarantees | 47,697.00 | 46,232.00 |
| Total | 425,254.75 | 348,789.75 |
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
Subsidies in which PPA SA is involved are as follows:
| Subsidiary | Consolidation Method |
Participation Relationship |
Participation | Balance | ||
|---|---|---|---|---|---|---|
| 31.12.2015 | 31.12.2014 | 31.12.2015 | 31.12.2014 | |||
| NAFSOLP SA. | (1) | Direct | 100% | 100% | 530,000.00 | 530,000.00 |
| LOGISTIC OLP Α.Ε. | (1) | Direct | 100% | 100% | 450,000.00 | 450,000.00 |
| 980,000.00 | 980,000.00 | |||||
| Provision for impairment | (852,048.32) | - | ||||
| 127,951.68 | 980,000.00 |
Both subsidiaries were incorporated in Greece.
(1) The Company does not consolidate its two subsidiaries in the consolidated financial statements due to the immateriality of financial figures of subsidiaries at December 31, 2015. More specifically, the net assets for "NAFSOLP SA" and "LOGISTICS OLP SA" at December 31, 2014, amounted to € 114,854.86 and € 83,352.25 respectively).
The subsidiaries, until the date of the financial statements, had not started their business. Following a review of the purpose and activities of the two subsidiaries at September 2015 and taking into account their significant accumulated losses, the management decided their dissolution and liquidation, which was completed at March 9, 2016. For this reason, at December 31, 2015, the Company proceeded to their impairment in the amount of its participation, reduced by the liquidation of its company.
According to the new Greek tax law L.4334/GG Α' 80/16.07.2015, the tax rate for the Societies Anonymes in Greece, was raised from 26% to 29%, for the fiscal years beginning January 1, 2015.
The amount of income taxes which are reflected in the accompanying statements of comprehensive income are analysed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Current income taxes | 706,159.80 | 2,124,186.81 |
| Current income taxes – L. 4172/2013 | - | (174,208.80) |
| Deferred income taxes | 690,376.22 | 177,604.13 |
| Total | 1,396,536.02 | 2,127,582.14 |
| Other Comprehensive Income | ||
| Deferred income taxes | (69,672.76) | (419,047.81) |
| Total | (69,672.76) | (419,047.81) |
The reconciliation of income taxes reflected in statements of income and the amount of income taxes determined by the application of the Greek statutory tax rate to pretax income is summarized as follows:
| December 31 | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Profit pre-tax income | 9,772,290.19 | 8,891,464.98 | |
| Local income tax calculated at the nominal applicable tax rate in effect (2015: 29% and 2014: 26%) |
2,833,964.15 | 2,311,780.89 | |
| Reversing/ originating temporary differences | (431,780.75) | (689,234.04) | |
| Tax effect of non-taxable income and expenses not deductible for tax purposes |
493,188.38 | 679,244.09 | |
| Tax effect of non-taxable reserves in accordance with L. 4172/2013 |
- | (174,208.80) | |
| Effect of the change in tax rates | (1,498,835.76) | - | |
| Income tax reported in the statements of comprehensive income |
1,396,536.02 | 2,127,582.14 |
Greek tax laws and regulations are subject to interpretations by the tax authorities. Tax returns are filed annually but the profits or losses declared for tax purposes remain provisional until such time, as the tax authorities examine the returns and the records of the taxpayer and a final assessment is issued. Tax losses, to the extent accepted by the tax authorities, can be used to offset profits of the five fiscal years following the fiscal year to which they relate.
From the financial year 2011 and onwards, all Greek Societe Anonyme and Limited Liability Companies that are required to prepare audited statutory financial statements must in addition obtain an "Annual Tax Certificate" as provided for by paragraph 5 of Article of L.4174/2013. This "Annual Tax Certificate" must be issued by the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements. Upon completion of the tax audit, the statutory auditor or audit firm must issue to the entity a "Tax Compliance Report" which will subsequently be submitted electronically to the Ministry of Finance, by the statutory auditor or audit firm. This "Tax Compliance Report" must be submitted to the Ministry of Finance, within ten days from the date of approval of the financial statements by the General Meeting of Shareholders. The Ministry of Finance will subsequently select a sample of at least 9% of all companies for which a "Tax Compliance Report" has been submitted for the performance of a tax audit by the relevant auditors from the Ministry of Finance. The audit by the Ministry of Finance must be completed within a period of eighteen months from the date when the "Tax Compliance Report" was submitted to the Ministry of Finance.
In a future tax audit of the unaudited tax years it is possible that additional taxes and penalties may be assessed to the Company. The Company believes that has provided adequate provision (€ 1.5 million) for probable future tax assessments based upon previous years' tax examinations and past interpretations of the tax laws.
The Company has not been audited by the tax authorities for the fiscal years 2009 and 2010.
For the Company, the tax audit for the financial years 2011, 2012, 2013 and 2014 was performed by their statutory auditors. After completion of the tax audit, no significant additional tax liabilities arose, in excess of those provided for and disclosed in the financial statements.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The tax audit for the current financial year is in progress by the company's statutory auditors. The tax certificate will be granted after the publication of the Financial Statements.
Deferred taxes are defined as timing differences that exist in assets and liabilities between the accounting records and tax records (mainly provisions and differences in depreciation rates of fixed assets) and are calculated by applying the official tax rates.
The movement of the deferred tax asset is as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Opening balance | 15,109,449.15 | 14,868,005.47 |
| Income taxes [credit/(debit)] | (690,376.22) | (177,604.13) |
| Income taxes [credit/(debit)] – | ||
| Other Comprehensive Income | 69,672.76 | 419,047.81 |
| Closing balance | 14,488,745.69 | 15,109,449.15 |
The movement in deferred tax assets/liabilities as at December 31, 2015 and 2014 is as follows:
| Statement of financial position | Statement of comprehensive income | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Deferred tax assets: | ||||
| Depreciation based on useful life | 17.520.33 | 759,851.01 | (742,330.68) | (537,710.86) |
| Investment property | 190.886.04 | 171,139.21 | 19,746.83 | 171,139.21 |
| Write off of receivables that do not meet the recognition criteria |
1.177.270.69 | 1,055,484.07 | 121,786.62 | - |
| Staff retirement indemnities | 3.191.625.46 | 2,780,475.52 | 411,149.93 | 496,944.76 |
| Provision for Voluntary Retirement | - | 4,923,716.86 | (4,923,716.86) | - |
| Provision for bad debts | 7.534.006.32 | 5,354,836.55 | 2,179,169.77 | (936,321.31) |
| Provision/Write off for disputed claims by third parties |
586.383.95 | 146,016.64 | 440,367.31 | 146,016.64 |
| Provision for workers' compensation L. 4331/2015 | 1.391.032.39 | - | 1,391,032.39 | - |
| Impairment of subsidiaries due to their liquidation | 247.094.01 | - | 247,094.01 | - |
| Other | 1.008.987.39 | 899,417.05 | 109,570.35 | 178,090.52 |
| Deferred tax asset | 15.344.806.58 | 16,090,936.91 | (746,130.33) | (481,841.04) |
| Deferred tax liabilities: | ||||
| Finance lease | (856,060.90) | (981,487.76) | 125,426.87 | 194,701.04 |
| Provision for disputed claims by third parties | - | - | - | 528,583.68 |
| Deferred tax liability | (856,060.90) | (981,487.76) | 125,426.87 | 723,284.72 |
| Deferred tax asset | 14,488,745.68 | 15,109,449.15 | ||
| Deferred tax recognized in the statement of comprehensive income |
(620,703.46) | 241,443.68 |
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
Inventories in the accompanying financial statements are analysed as follows:
| 31/12/2015 | 31/12/2014 |
|---|---|
| 980,746.33 | 1,023,774.70 |
| 1,216,211.21 | 1,112,847.25 |
| 2,196,957.54 | 2,136,621.95 |
The total consumption cost for the period from January 1 st, 2015 to December 31, 2015 amounted to € 1,477,806.82 while that of the respective period from January 1st, 2014 to December 31, 2014 amounted to € 2,620,810.50. There was no inventory devaluation to their net realisable value.
This account is analysed in the accompanying financial statements as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Trade Debtors | 52,784,622.36 | 54,205,432.65 |
| Cheques overdue | 50,734.20 | 50,734.20 |
| Minus: Provision for doubtful debts | (32,493,877.99) | (27,275,886.75) |
| 20,341,478.57 | 26,980,280.10 |
The Company monitors these trade debtors' balances and makes provisions for doubtful debts on an individual basis if its recovery is considered unlikely. As a measure of recovery failure the Company is using the age of balance, the insolvency of the trade debtor, ability to exercise coercive measures and its objective difficulty. As doubtful debts are also considered most of the amounts claimed by the legal department, regardless of the likelihood of recovery of the amount.
The maximum exposure to credit risk without taking account of guarantees and credit guarantees coincide with the trade receivable book value.
The Company receives payments in advance for services rendered on an ordinary basis, which are then settled on a regular basis. Each sales ledger account is credited by those payments in advance and debited by invoices of the specific services rendered. These invoices correspond to a credit balance of the payments in advance as at December 31, 2015. Customer payments in advance of € 3,650,737.18 are stated at liabilities in the account "Accrued and other current liabilities" (December 31, 2014: € 2,600,102.12).
The movement in the allowance for doubtful accounts receivable is analysed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Beginning balance | 27,275,886.75 | 24,568,761.00 |
| Provision for the year (Note 26) | 5,217,991.24 | 2,757,022.65 |
| Doubtful debts written off | - | (49,896.90) |
| Ending balance | 32,493,877.99 | 27,275,886.75 |
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
| December 31 | ||
|---|---|---|
| 2015 | 2014 | |
| Neither past due nor impaired | 7,454,874.24 | 10,068,363.09 |
| Part due not impaired | ||
| 10-90 days | 1,631,967.25 | 877,094.95 |
| 91-180 days | 767,616.45 | 683,908.54 |
| 181-365 days | 1,554,252.16 | 2,025,345.17 |
| >365 days | 8,932,768.47 | 13,325,568.35 |
| Total | 20,341,478.57 | 26,980,280.10 |
Trade receivables are-interest bearing and are normally settled on 10 days' terms. One single customer represents 40% of the Company's total revenue (December 31, 2014: 35%). The outstanding amount of this customer as at December 31, 2015 amounted to € 2.8 million (December 31, 2014: 7.8 million).
The ageing analysis of trade receivables for a period more than one year refers to receivables for which the Company has pursued legal remedies and the Management and the Directorate of Legal Affairs consider they will end in favor of the Company.
Prepayments and other receivables in the accompanying financial statements are analysed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Personnel loans | 683,427.25 | 745,571.79 |
| Receivable from project contractor of Pier I | 4,972,215.16 | 6,535,088.42 |
| Prepaid Expenses | 338,047.10 | 299,216.12 |
| Income Tax advances | 1,305,444.07 | 816,371.63 |
| Other receivable | 1,465,141.04 | 1,523,892.88 |
| Receivables from Grants | (499,812.69) | (656,100.00) |
| Total | 8,264,461.93 | 9,264,040.84 |
The movement in the allowance for doubtful accounts receivable is analysed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Beginning balance | 656,100.00 | - |
| Provision for the year (Note 26) | - | 656,100.00 |
| Provision reversal | (156,287.31) | - |
| Ending balance | 499,812.69 | 656,100.00 |
Personnel loans: The Company provides interest-free loans to its personnel. The loan amount per employee does not exceed approximately € 3,000.00 and loan repayments are made by withholding monthly instalments from the employee salaries.
Other receivable: Other receivable includes the receivable from the reductions in the payroll cost according to the L. 4024/2011 of € 158,319.28, along with various third party receivables and Greek government of € 1,306,821.76 (December 31, 2014: € 804,312.17, and € 719,580.71 respectively).
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
Receivables from project contractor of Pier I: This claim represents the difference found in incorrect data application on some review rates of the Ministry (IPEXODE) and was recognized by the project contractor of Pier I. At March 9, 2012 the Company and the project contractor of Pier I consigned an "extrajudicial agreement of debt acknowledgment", under which the requirement from the later will be paid in seven (7) instalments up to December 31, 2012. Then, by an unanimous decision of the Board of Directors on the 24th of September, 2012, the request of the contractor of the project "Pier I' was partially approved and the debt settled in fourteen (14) monthly instalments starting from September 30, 2012 onwards until October 31, 2013.
Due to non-compliance of settlement, the PPA held in October 2013 in forfeiture contractor's guarantee letters for accrued interest of € 1.5 million and is expected to debate the re-settlement agreement instalments.
Furthermore, due to this non-compliance of settlement, the Company, through its Board of Directors, decided on the 24th of February 2014 to immediately exercise any remedy and recourse to any procedure for the forced recovery of its claim. During the previous year, a provision of 10% was made against the total claim from project contractor of Pier I, due to the transfer of this claim to the Tax Authorities (DOY FAE of PIRAEUS).
Cash and cash equivalents in the accompanying financial statements are analyzed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Cash in hand | 446,925.30 | 545,232.48 |
| Cash at banks and time deposits | 58,985,162.21 | 53,921,066.88 |
| Total | 59,432,087.51 | 54,466,299.36 |
| Restricted cash | 816,718.22 | 816,718.22 |
| Total | 60,248,805.73 | 55,283,017.58 |
Cash at banks earns interest at floating rates based on monthly bank deposit rates. Interest earned on cash at banks and time deposits is accounted for on an accrual basis and for the year ended December 31, 2015, amounted to € 1,120,321.62 (for the year ended December 31, 2014, € 1,322,608.59) and are included in the financial income in the accompanying financial statements of comprehensive income (Note 28).
Restricted cash refers to forced configation of Company's deposits, in favor of various municipalities against which there are pending trials.
The Company's share capital amounts to € 50,000,000.00, fully paid up and consists of 25,000,000 ordinary shares, of nominal value € 2.00 each. In the Company's share capital there are neither shares which do not represent Company's capital nor bond acquisition rights.
Reserves are analysed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Statutory reserve | 8.709.639,49 | 8,290,851.78 |
| Special tax free reserve L. 2881/2001 | 61,282,225.52 | 61,282,225.52 |
| Specially taxed income reserve | 728,128.36 | 728,128.36 |
| Taxed reserve L. 4172/2013 art. 72 | 6,087,915.56 | 6,087,915.56 |
| Taxed reserve based on general provisions | 188,760.09 | 188,760.09 |
| Total | 76,996,669.02 | 76,577,881.31 |
Statutory reserve: Under the provisions of Greek corporate Law companies are obliged to transfer at least 5% of their annual net profit, as defined, to a statutory reserve, until the reserve equals the 1/3 of the issued share capital. The reserve is not available for distribution throughout the Company activity.
Special tax free reserve Law 2881/2001: This reserve was created during the PPA S.A. conversion to a Societé Anonyme. The total Company net shareholder funds (Equity) was valued, by the article 9 Committee of the Codified Law 2190/1920, at € 111,282,225.52, € 50,000,000.00 out of which was decided by Law 2881/2001 to form the Company share capital and the remaining € 61,282,225.52 to form this special reserve.
Untaxed or specially taxed income reserve: This is interest income which was either not taxed or taxed by withholding 15% tax at source. In case these reserves are distributed, they are subject to tax on the general income tax provision basis. Based on Article 72 par.11 of Law 4172/2013 those reserves are subject (from 1 January 2014) to an independent taxation at a rate of 19%.
On December 30th, 2014, the Company proceed to the taxation of those reserves which amounted to € 1,428,029.58. After the tax deduction created the taxed reserves of Article 72 N.4172 / 2013 and the taxed reserve with the general provisions amounting to € 6,087,915.56 and € 188,760.09 respectively.
The movement of the account in the accompanying annual financial statements is analyzed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Initial value | 28,227,209.25 | 28,227,209.25 |
| Reversal due to unreceived grant | 428,050.00 | - |
| Closing value | 28,655,259.25 | 28,227,209.25 |
| Accumulated depreciation | (8,460,030.30) | (7,615,993.70) |
| Net Book Value | 20,195,228.95 | 20,611,215.55 |
Grants which have been received up to December 31, 2011 refers to, on the one hand works to meet requirements of the Olympic Games of 2004 (€ 11,400,00.00) and on the other hand in the first two installments and part of the third installment of a grant for the construction of infrastructure for the OSE S.A. port station of € 2,590,000.00 and € 681,950.00 respectively. During the current year, the remaining amount of the third installment € 428,050.00 was billed and is expected to be recovered. Up to the approval date of the financial statements, an amount of € 126,501.50 had been received.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The grant of € 3,653,518.80 received in 2012 is divided to a) € 2,536,168.80, which refers to the widening of the quay Port Alon and b) € 1,117,350.00, which refers to the construction of new dock at the area of Agios Nikolaos in the central port of Piraeus, under the operational program "Improvement of accessibility-energy" of the Attica region.
In the initial value of the grants, a prior year's grant of € 11,492,804.35 is also included, which refers to the operational program "Support Accessibility" of the Ministry of Infrastructure, Transport and Network and in particular, in two projects which have been completed and for which the grant was received at December 2013, reduced by € 1,591,063.90 (€ 9,901,740.43).
Provisions in the accompanying annual financial statements are analyzed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Provisions for legal claims by third parties | 19,314,300.00 | 18,447,490.00 |
| Provision for voluntary retirement | - | 18,937,372.54 |
| Provision for tax on investment property | - | 577,384.33 |
| Provision for compensation of beneficiaries L.4331/2015 | 4,796,663.41 | - |
| Total | 24,110,963.41 | 37,962,246.87 |
The Company has made provisions for various pending court cases as at December 31, 2015 amounting to € 19,314,300.00 for lawsuits from personnel and other third party.
The Company Management and legal department estimated the probability of negative outcome, as well as the probable settlement payments in order to account for this provision. Apart from the above, the Company is involved in (as plaintiff and defendant) various court cases that fall within the scope of its normal activity.
The movement of the provision for legal claims by third parties is as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Opening balance | 18,447,490.00 | 17,874,887.00 |
| Provision for the period (Note 26) | 866,810.00 | 572,603.00 |
| Closing balance | 19,314,300.00 | 18,447,490.00 |
Based on Laws 3654/2008, 3755/2009 and 3816/2010 the voluntary retirement from service program was implemented. The number of employees who made use of the above program on 2009 was 107 persons. On December 31, 2009 the total provision amounted to € 17,910,844.12. During 2010, 17 additional employees and 6 workers made use of the above program and thus the additional provision amounted to € 3,940,495.90. Therefore, the total provision amounted to € 21,851,340.02.
During 2012, part of the provision which dealt with the additional provision that had been made for certain employees compared with the final requirement calculated by the main and supplementary insurance funds and amounted to € 2,913,967.48, was reversed.
Within the current period, following a decision of the Minister of Finance and the Deputy Ministers of a) Labour Social Security and Welfare, b) Economy, c) Infrastructure, d) Marine and e) Tourism, a burden established to PPA S.A. for the voluntary retirement from service program of the L. 3654/2008, in favor of the Greek Social Security Organisation ("IKA") and the Unfixed Auxiliary Insurance Fund("ETEA"), amounting to € 12,074,800.36 and € 2,000,000.00 respectively, thus a total amount of 14,074,800.36, which was paid at September 1, 2015.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The additional amount of € 4,862,572.18 from the total charge, which had been used as a provision in a prior year, was reversed and shown as income from unused provision at "Other Operating Income" in the interim Financial Statements of December 31, 2015.
The movement of the provision for voluntary retirement is as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Opening balance | 18,937,372.54 | 18,937,372.54 |
| Provision for the year | (14,074,800.36) | - |
| Reversal of provision (Note 27) | (4,862,572.18) | - |
| Closing balance | - | 18,937,372.54 |
After the recognition of investment property (note 5 of the previous year's financial statements), the Company calculated the potential property tax and the corresponding capital gains taxes in accordance with L.2065 / 1994 and carried out a corresponding provision of the liability arising. The final amount which was paid from the company at July 2, 2015, amounting to € 189,526.78.
The movement of the provision for tax on investment property is as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Opening balance | 577,384.33 | - |
| Provision for the year | (189,526.78) | 577,384.33 |
| Reversal of provision (Note 27) | (387,857.55) | - |
| Closing balance | - | 577,384.33 |
L.4331/2015, specifically article 67, stipulates that in the case of the disposal proceeds of one or more shipwrecks and dangerous or harmful ships via a highest bidder tender, the Port Piraeus Authority, acting on behalf of the shipwreck owner or managing company, is obliged to give part of the proceeds to pay the claims –capital, interest and awarded litigation costs and expenses, raised against the shipwreck owner or managing company by the employees of the above companies, having IKA as their main social security fund and ETEA (Single Compensatory Insurance Fund - former TEAYNPT-TANPY) as the compensatory fund. Said claims derive from preexisting dependent employment relations due to non payment of salaries, allowances, holiday bonuses, overtime fees, payment for work on Saturday, Sunday and holidays, firing compensations, as said claims arise from the application of labour contracts and general labour provisions. Payment to the beneficiary is made by producing a final decision ("res judicata") and any other necessary document establishing that the beneficiary is qualified to fall under said provision.
Based on the aforementioned law, the Company made a forecast for the amount of € 4,796,663.41 related to the claims of the employees of "GA Lines SA" Group from the disposal proceeds of its ships. The amount of € 1,871,919.47was paid by the Company for said claim up to the approval date of the attached financial statements.
(amounts in Euro, except for share data)
The movement of the provisions for compensation of beneficiaries L.4331/2015, is as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Opening balance | - | - |
| Provision for the year | 4,796,663.41 | - |
| Closing balance | 4,796,663.41 | - |
The provision for staff leaving indemnity was determined through an actuarial study.
The following tables show the composition of net expenditure for the provision recorded in the results of the periods ended December 31, 2015 and 2014 and the movement of the provisional accounts prepared for indemnities shown in the accompanying balance sheets for the year ended December 31, 2015 and December 31, 2014, respectively.
The provision for staff leaving indemnities recognized to the period's Statement of Comprehensive Income is as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Current employment and financial cost | 71,217.12 | 299,603.65 |
| Actuarial loss (gain) through other comprehensive income | 240,250.88 | 1,611,722.35 |
The relevant provision movement for the financial year ended on December 31, 2015 and the financial year ended on December 31, 2014 is as follows:
| Liability in Statement of Financial Position 1.1.2014 | 8,782,810.63 |
|---|---|
| Current cost of Employment | 489,851.00 |
| Interest cost on liability | 202,004.65 |
| Actuarial (gains)/loss | 1,611,722.35 |
| Benefits paid | (392,252.00) |
| Liability in Statement of Financial Position 31.12.2014 | 10,694,136.63 |
| Current cost of Employment | 470,266.00 |
| Interest cost on liability | 258,798.12 |
| Actuarial (gains)/loss | 240,250.88 |
| Benefits paid | (657,846.61) |
| Liability in Statement of Financial Position 31.12.2015 | 11,005,605.02 |
The principal actuarial assumptions used are as follows:
| 2015 | 2014 | |
|---|---|---|
| Discount Rate | 2.42% | 2.30% |
| Salaries increase | 0.00% | 0.00% |
| Average annual growth rate of long-term inflation | 2.00% | 2.00% |
A quantitative sensitivity analysis for significant assumption as at December 31, 2015 anf December 31, 2014 is as shown below:
| 2015 | Discount rate | Future salary increases |
|
|---|---|---|---|
| Sensitivity Level | 0,5% increase |
0,5% decrease |
0,5% increase |
| Impact on defined benefit obligation |
(391,282.00) | 396,053.00 | 208,076.00 |
| 2014 | Discount rate | Future salary increases |
|
| Sensitivity Level | 0,5% increase |
0,5% decrease |
0,5% increase |
| Impact on defined benefit |
The following payments are expected contributions to the defined benefit plan obligation in future years:
| 2015 | 2014 | |
|---|---|---|
| Within the next 12 months (next annual reporting period) | 28,532.00 | - |
| Between 2 and 5 years | 1,070,666.00 | 414,442.00 |
| Between 5 and 10 years | 5,645,351.00 | 5,567,415.00 |
| Beyond 10 years | 20,315,512.00 | 21,382,259.00 |
| Total expected payments | 27,060,061,00 | 27,364,116.00 |
The average duration of the defined benefit plan obligation at the end of the reporting period is 15.2 years (2014: 16.0 years).
In 2005, the Company acquired through finance leases (sales and lease back) one (1) new port automotive crane type HMK 300K 100T worth € 2,787,000.00. The finance lease duration is ten years and at the end PPA S.A. has the right to buy this asset at the price of € 100.00.
During 2013 the PPA acquired through finance lease 15 commercial trucks VAN type value € 355,620.00. The lease duration is five years and at the end PPA has the right to purchase the assets at the price of € 25,500.00.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
More specific the finance lease obligations are analyzed to the following table:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Finance lease obligations | 217,715.26 | 507,781.95 |
| Minus: Short term | (61,310.32) | (290,074.51) |
| Long term | 156,404.94 | 217,707.44 |
Future minimum payments for leases, compared to the present value of net minimum payments at December 31, 2015 and 2014 are as follows:
| December 31, 2015 | December 31, 2014 | ||||
|---|---|---|---|---|---|
| Minimum | Present Value | Minimum | Present Value | ||
| Payments | of Payments | Payments | of Payments | ||
| Up to the a year | 66,024.00 | 61,310.32 | 297,799.63 | 290,174.52 | |
| From one year up to five years | 160,351.53 | 156,404.94 | 226,267.70 | 217,607.43 | |
| More than five years | - | - | - | - | |
| Total minimum lease payments | 226,375.53 | 217,715.26 | 524,067.33 | 507,781.95 | |
| Minus: | (8,660.27) | (16,285.38) | - | ||
| Amounts been financial costs | |||||
| Present Value of minimum lease | 217,715.26 | 217,715.26 | 507,781.95 | 507,781.95 | |
| payments |
The Long term as at December 31, 2015 and December 31, 2014 respectively are as follows:
| December 31, | ||
|---|---|---|
| 2015 | 2014 | |
| Total of Long term loans | 80,499,999.99 | 86,499,999.99 |
| Minus: | ||
| Short term portion of Long term loans | 6,000,000.00 | 6,000,000.00 |
| Long term portion | 74,499,999.99 | 80,499,999.99 |
The account balance of "Long term loans" concerns the following loans between the Company and the European Investment Bank:
The repayment of the loan will be in thirty (30) semi-annual installments, payable from December 15, 2013 up to and including June 15, 2028. The loan bears a floating interest rate, interest payable quarterly.
From this contract there are obligations and restrictions for the company, the most important of which are summarized as follows: (i) to submit the annual and half-year financial report within 1 month of publication, audited by a recognized firm of certified auditors, accompanied each time by Certificate of Compliance for the years 2011 and 2012 and the annual financial report within 1 month of publication, for the rest of the fiscal years until the end of the contract, and (ii) to hold throughout the duration of the loan and until fully repaid the loan, the following economic ratios, calculated on annual financial statements, audited by certified auditors, for each financial year, for the duration of the loan.
The agreement for the financial ratios is as follows:
The repayment of the loan will be in thirty (30) semi-annual installments, payable from 15 December 2015 up to and including 15 June 2029. The loan bears a floating interest rate, interest payable quarterly.
From this contract there are obligations and restrictions for the company, the most important of which are summarized as follows: (i) to submit annual and half-yearly financial report within 1 month of publication, audited by a recognized firm of certified accountants, accompanied each time by Certificate of Compliance for the years 2011 and 2012 and the annual financial report within 1 month of publication, for the rest of the fiscal years until the end of the contract, and (ii) to hold throughout the duration of the loan and until full repayment of the loan, the following economic indicators, which are calculated on annual financial statements audited by certified auditors, for each financial year for the duration of the loan.
The agreement concerning the financial ratios is as follows:
As at 31 December 2015 and according to the results of fiscal year 2015 the Company was in compliance with the above economic indicators.
Total interest expenses on long-term loans for the year ended December 31, 2015 and 2014, amounted to € 326,778.95 and € 525,968.06 respectively and are included in financial expenses (note 28), in the accompanying financial statements of comprehensive income.
The Company has short-term borrowings with annual variable interest rates of one month Euribor, plus margin 4,5%.The table below presents the credit lines available to the Company as well as the utilised portion.
| December 31 | |||||
|---|---|---|---|---|---|
| 2015 | 2014 | ||||
| Credit lines available | 8,000,000.00 | 8,000,000.00 | |||
| Unused portion | 8,000,000.00 | 8,000,000.00 | |||
| Used portion | - | - |
Total interest expenses on short-term loans for the year ended December 31, 2015 and 2014, amounted to € 0 and € 0 respectively.
According to Greek Trade Law(C.L 2190/1920), the Companies are required to distribute every year dividends calculated at least as 35% of their net annual profit after taxes. The above provision does not apply, if approved by the General Shareholders Meeting by a majority of at least 70% of the paid up share capital.
Moreover, no dividend can be distributed to shareholders, if Company Equity reported in financial statements is or will be after the distribution, less than the paid-up capital plus non distributable (retained) reserves.
Subject to Articles 43 and 44a of Codified Law 2190/1920 on public limited companies, in accordance with Article 30: "address issues of public revenue", of Law 2579/1998, provided that businesses and organizations whose sole or majority shareholder equity of over sixty percent (60%) is the State, directly or through another company or organization, whose sole shareholder is the State and operate in the form of S.A. are required to have the entire prescribed by statues or provisions of laws dividend to shareholders.
Dividends paid in 2015 related to fiscal year 2014: The General Assembly of the Company decided the distribution of a dividend related to fiscal year 2014 amounted to € 2,474,993.09 or € 0.0989 per share (2013: € 3,000,000.00 or € 0.1200 per share). The dividend is subject to withholding tax in accordance with the relevant tax rate. The dividend paid on July 7, 2015.
Dividends proposed for the fiscal year 2015: On March 29, 2015 the Board of Directors proposed the distribution of a dividend amounted to € 2,785,000.00 or € 0,1114. The final authorization is subject of the General Assembly.
This account is analyzed in the accompanying financial statements as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| Taxes payable (except Income taxes) | 1,790,266.57 | 1,493,038.04 |
| National insurance and other contribution | 1,577,054.96 | 1,582,597.29 |
| Other short term liabilities | 4,969,684.46 | 5,145,818.93 |
| Liability to "Loan and Consignment Fund" | 117,371.48 | 181,735.87 |
| Customer advance payments | 3,650,737.18 | 2,600,102.12 |
| Indemnity for absence leave | 486,589.31 | - |
| Accrued expenses | 813,070.14 | 706,673.77 |
| Total | 13,404,774.10 | 11,709,966.02 |
Taxes Payable: Current period's amount consists of: a) Value Added Tax € 1,031,460.96 (December 31, 2014: € 862,351.55, b) Employee withheld income tax € 580,812.52 (December 31, 2014: € 610,652.53 and c) other third party taxes € 177,993.09 (December 31, 2014: € 20,033.96).
Insurance and Other Contributions: This amount mainly consists of employer contribution to insurance funds and is analyzed as follows:
| 31/12/2015 | 31/12/2014 | |
|---|---|---|
| National Insurance Contributions (IKA) | 1,228,154.66 | 1,252,036.76 |
| Insurance Contributions to Supplementary Funds | 167,739.68 | 167,770.30 |
| Other Insurance Contributions | 181,160.62 | 162,790.23 |
| Total | 1,577,054.96 | 1,582,597.29 |
Other short- term liabilities: The amounts are analyzed as follows:
| 31/12/2015 | 31/12/2014 |
|---|---|
| 346,070.28 | 324,050.98 |
| 2,015,909.80 | 2,112,564.31 |
| - | 94,816.52 |
| 1,474,741.24 | 1,810,387.12 |
| 328,963.14 | - |
| 804,000.00 | 804,000.00 |
| 4,969,684.46 | 5,145,818.93 |
Indemnity for absense leave: During the current year the company proceeded to the calculation of provision for indemnity relating to the remaining days of leave of its employees, for the year 2015.
| 2015 | 2014 | |||
|---|---|---|---|---|
| Opening balance | 41,589,467.91 | 42,903,335.72 | ||
| Revenue transferred to current year | (1.344.851,10) | (1.344.851,10) | ||
| Fixed Annual Consideration I + II * | 31,602.95 | 30,983.29 | ||
| Closing Balance | 40,276,219.76 | 41,589,467.91 |
* Fixed Annual Consideration I + II amount of € 31,602.95 as at December 31, 2015, resulting from the reversal of the previous year amount of € 1,580,147.60 which relates to the period 1/1-31/3/2015 and the entry of amount € 1,611,750.55 which relates to the period 1/1-31/3/2016. Fixed Annual Consideration I + II amount of € 30,983.29 as at December 31, 2014, resulting from the reversal of the previous year amount of € 1,549,164.31 which relates to the period 1/1-31/3/2014 and the entry of amount € 1,580,147.60 which relates to the period 1/1-31/3/2015.
Annual Financial Report for the year ended December 31, 2015 (amounts in Euro, except for share data)
The Company provides crowds port services and operates in Greece. The Company presents the required segment information using as a criteria the services provided. The operating segments are organised and managed separately according to the nature of the services provided with each segment representing a strategic business unit that offers different services.
Transactions between business segments are at arm's length basis in a manner similar to transactions with third parties.
| CONTAINER | SHIP REPAIRING (TANKS AND |
CONSESSION ARRANGEMENT |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.12.2015 | TERMINAL | CAR TERMINAL | COASTING | CRUISE | DOCK) | PIER II&III | OTHER SEGMENTS | COMPANY | TOTAL |
| Revenues | 13,426,661.47 | 10,513,352.98 10,470,070.00 | 11,958,892.21 | 9,129,363.78 | 40,070,317.38 | 4,311,797.38 | 99,880,455.20 | ||
| Cost of sales | (30,091,271.38) | $(7,730,427.59)$ $(7,865,332.48)$ | (9,430,659.39) | (4,990,995.01) | (6,621,077.68) | (7,000,125.67) | (73,729,889.19) | ||
| Gross profit | (16,664,609.90) | 2,782,925.39 | 2,604,737.52 | 2,528,232.82 | 4,138,368.77 | 33,449,239.70 | (2,688,328.29) | 26,150,566.01 | |
| Other expenses | $(2,065,026.71)$ $(1,601,345.16)$ $(1,521,404.06)$ | (1,717,702.57) | (1,312,092.92) | (5,682,213.51) | $(1,157,807.90)$ $(13,683,251.68)$ | (28,740,844.50) | |||
| Other income | 3,766,091.60 | 8,177,416.94 | 11,943,508.54 | ||||||
| Financial income | 1,896,870.12 | 1,896,870.12 | |||||||
| Financial expenses | (327,949.05) | (297, 812.61) | (625, 761.66) | ||||||
| Impairnment of subsidiaries | (852,048.32) | (852,048.32) | |||||||
| Profit before income taxes | (19,057,585.66) | 1,181,580.24 | 1,083,333.46 | 810,530.25 | 2,826,275.85 | 27,767,026.19 | (80,044.59) | (4,758,825.55) | 9,772,290.19 |
| Income taxes | (1,396,536.02) | (1,396,536.02) | |||||||
| Net profit after taxes | (19,057,585.66) | 1,181,580.24 | 1,083,333.46 | 810,530.25 | 2,826,275.85 | 27,767,026.19 | (80,044.59) | (6, 155, 361.57) | 8,375,754.18 |
| Depreciation and amortisation | 6,872,015.97 | 477,038.23 | 1,017,388.62 | 1,209,579.04 | 700.252.40 | 3,252,791.58 | 637,739.19 | 14,166,805.02 | |
| Earnings before income taxes, financial results, | |||||||||
| depreciation and amortisation | (11,857,620.64) | 1,658,618.47 | 2,100,722.08 | 2,020,109.29 | 3,526,528.25 | 31,019,817.76 | 557,694.56 | (5,505,834.70) | 23,520,035.07 |
The segment information for the years ended December 31, 2015 and 2014, is analysed as follows:
| CONTAINER | SHIP REPAIRING (TANKS AND |
CONSESSION | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.12.2014 | TERMINAL | CAR TERMINAL | COASTING | CRUISE | DOCK) | ARRANGEMENT PIER II&III |
OTHER SEGMENTS | COMPANY | TOTAL |
| Revenues | 23,283,531.16 | 11,882,547.45 | 9,649,225.14 | 11,900,037.95 | 7,227,338.44 | 36,387,368.80 | 3,990,215.37 | 104,320,264.31 | |
| Cost of sales | (37, 286, 375.31) | $(7,870,567.31)$ $(7,727,412.34)$ | (9,094,671.45) | (6,229,308.89) | (6,691,430.86) | (6,462,087.25) | (81, 361, 853.42) | ||
| Gross profit | (14,002,844.15) | 4,011,980.14 | 1,921,812.80 | 2,805,366.50 | 998,029.55 | 29,695,937.94 | (2,471,871.88) | 22,958,410.89 | |
| Other expenses | (3,345,553.71) | $(1,694,879.84)$ $(1,316,314.75)$ | (1,613,408.60) | (986, 654.70) | (4,928,959.02) | (1,096,378.31) | (7,000,289.29) | (21,982,438.21) | |
| Other income | 4,110,338.73 | 2,687,305.76 | 6,797,644.49 | ||||||
| Financial income | 172,741.02 | 1,817,228.27 | 1,989,969.29 | ||||||
| Financial expenses | (533, 275.85) | (338, 845.63) | (872, 121.48) | ||||||
| Profit before income taxes | (17,708,932.69) | 2,317,100.30 | 605,498.05 | 1,191,957.90 | 11,374.85 | 24,766,978.92 | 542,088.52 | (2,834,600.87) | 8,891,464.98 |
| Income taxes | (2, 127, 582.14) | (2, 127, 582.14) | |||||||
| Net profit after taxes | (17,708,932.69) | 2,317,100.30 | 605,498.05 | 1,191,957.90 | 11,374.85 | 24,766,978.92 | 542,088.52 | (4,962,183.01) | 6,763,882.84 |
| Depreciation and amortisation | 6,999,632.72 | 482,860.52 | 993,656.34 | 1,164,471.25 | 647,975.20 | 3,272,735.06 | 634,315.27 | 14,195,646.36 | |
| Earnings before income taxes, financial results, | |||||||||
| Ideoreciation and amortisation | (10.348.765.15) | 2.799.960.81 | .599.154.39 | 2.356.429.15 | 659.350.05 | 28.039.713.98 | 1.176.403.81 | (4.312.983.53) | 21.969.263.53 |
Revenues are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Revenue from: | ||
| Loading and Unloading | 18,250,504.23 | 27,421,473.15 |
| Storage | 1,782,512.18 | 2,640,905.87 |
| Various port services | 39,535,953.06 | 37,794,943.81 |
| Revenue from concession of liquid wastes' collection and transportation |
241,168.35 | 75,572.68 |
| Total | 59.810.137,82 | 67.932.895,51 |
| Revenue from Fixed and Variable Consideration: | ||
| Revenue from concession agreement Pier ΙΙ+ΙΙΙ | 35,874,409.54 | 32,100,130.14 |
| Other income from concession agreement Pier ΙΙ+ΙΙΙ | 4,195,907.84 | 4,287,238.66 |
| Total | 99,880,455.20 | 104,320,264.31 |
Expenses (cost of sales and administrative expenses) in the accompanying financial statements are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Payroll and related costs (Note 30) | 51,511,675.53 | 53,688,590.70 |
| Third party fees | 1,465,353.14 | 1,347,279.48 |
| Third party services | 14,553,672.61 | 17,216,003.48 |
| Depreciation- Amortization (Note 29) | 14,166,805.02 | 14,195,646.36 |
| Taxes and duties | 900,987.37 | 1,188,695.62 |
| General expenses | 5,440,245.64 | 6,122,731.85 |
| Cost of sales of inventory and consumables | 1,477,806.82 | 2,620,810.50 |
| Provision for doubtful receivables | 5,217,991.24 | 2,757,022.65 |
| Provision for bad debts | - | 656,100.00 |
| Provision for compensation of beneficiaries L.4331/2015 | ||
| (Note 17) | 4,796,663.41 | - |
| Provision for indemnity for absence leave | 486,589.31 | - |
| Provision for tax on investment property | - | 577,384.33 |
| Provision for pending lawsuits (Note 17) | 866,810.00 | 572,603.00 |
| Total | 100,884,600.09 | 100,942,867.97 |
The above expenses are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Cost of sales | 73,729,889.19 | 81,361,853.42 |
| Administrative expenses | 27,154,710.90 | 19,581,014.55 |
| Total | 100,884,600.09 | 100,942,867.97 |
The amounts are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Rental income | 3,489,996.10 | 3,805,144.60 |
| Income from European Union programs | 1,260,125.32 | 1,132,314.40 |
| Income from unused provisions | 5,250,429.73 | - |
| Income from recognition of investment property | - | 220,970.81 |
| Income from litigations | 242,710.45 | - |
| Various operating income | 1,700,246.94 | 1,639,214.68 |
| Total | 11,943,508.54 | 6,797,644.49 |
Rental income concerns land and building rents.
Income from unused provisions referred to reversal of the provision for voluntary retirement of employees (L. 3654/2008), amounting to € 4,862,572.18, as revealed from the letter of the relevant Ministry (Note 17), along with reversal of amount € 387,857.55, which refers to excess tax provision for investment property that was carried out at December 31, 2014 (final tax payment of € 189,526.70 at July 2, 2015).
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Third parties compensation | 217,045.89 | 990,271.00 |
| Research and development cost | 215,806.61 | 71,983.40 |
| Expenses from European Union programs | 991,325.00 | 1,015,834.04 |
| Losses on sale of fixed assets | 16,804.70 | 8,632.72 |
| Other expenses | 145,151.40 | 314,702.50 |
| Total | 1,586,133.60 | 2,401,423.66 |
The amounts are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Interest income and related financial income | 1,120,321.62 | 1,322,608.59 |
| Interest expense and related financial expenses | (625,761.66) | (872,121.48) |
| 494,559.96 | 450,487.11 | |
| Credit Interest | 776,548.50 | 667,360.70 |
| Total | 1,271,108.46 | 1,117,847.81 |
Credit interest of the previous period includes accrued interest receivable from the project contractor of "Pier I" amounting to € 172,741.02 .
The amounts are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Depreciation of property, plant and equipment | 14,963,581.04 | 14,949,576.94 |
| Software depreciation | 47,260.58 | 65,904.39 |
| Depreciation of fixed assets received under | (844,036.60) | (819,834.97) |
| Fixed assets subsidies depreciation | ||
| Total | 14,166,805.02 | 14,195,646.36 |
The amounts are analyzed as follows:
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Wages and salaries | 39,757,280.79 | 41,146,899.39 |
| Social security costs | 9,946,503.94 | 10,655,565.61 |
| Other staff costs | 1,078,826.68 | 1,194,270.05 |
| Staff leaving indemnities | - | - |
| Provision for staff leaving indemnities | 729,064.12 | 691,855.65 |
| Total | 51,511,675.53 | 53,688,590.70 |
| 1/1-31/12/2015 | 1/1-31/12/2014 | |
|---|---|---|
| Profit for the year | 8,375,754.17 | 6,763,882.84 |
| Weighted number of shares | 25,000,000 | 25,000,000 |
| Basic Earnings per share | 0.3350 | 0.2706 |
(a) Litigation and Claims: The Company is currently involved in a number of legal proceedings and has various claims pending arising in the ordinary course of business. Based on currently available information, management and its legal counsel believe that the outcome of these proceedings will not have a significant effect on the Company's and the Group's operating results or financial position.
The most important of pending litigation (168) against the Company amounting to € 114.4 million approximately concern to paralimenious Municipalities.
For these cases, the Company's management believes that it will have an impact on the financial statements in addition to the already recorded provision of € 3.0 million approximately.
(b) Financial Years not audited by the Tax Authorities: Financial years 2009 and 2010 have not been audited by the Tax Authorities. In a possible future tax audit, the Tax Authorities may disallow certain expenditure, thus increasing the Company taxable income and imposing additional taxes, penalties and surcharges. The provision for the tax audit differences for the financial years not audited by the Tax Authorities is assessed at € 1,500,000.00 at December 31, 2015.
The tax audit for the financial years 2011, 2012, 2013 and 2014 was held by the statutory auditors of the company, in accordance with the provisions of § 5 of Article 82 of L.2238/1994. The tax audit did not reveal significant tax liabilities beyond those recognized and reported in the financial statements.
For the current financial year, the tax audit is in progress by the company's statutory auditors, in accordance with the provisions of § 5 of Article 82 of L.2238/1994. Company does not expect any significant additional tax liabilities, after completion of the tax audit, in excess of those provided for and disclosed in the financial statements.
| December 31 | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Within one year | 130,914.00 | 366,333.00 | ||
| 2-5 years | 153,654.00 | 70,710.00 | ||
| Total | 284,568.00 | 437,043.00 |
Minimum Future Rents: The minimum future rental income receivable, arising from the existing rental agreements are as follows:
| December | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Within 1 year | 3,009,575.87 | 4,605,585.18 | ||
| Between 1-5 years | 3,820,391.97 | 3,456,476.22 | ||
| Over 5 years | 3,511,744.34 | 3,280,891.73 | ||
| Total | 10,341,712.18 | 11,342,953.13 |
The Company provides services to certain related parties in the normal course of business. The Company's transactions and account balances with related companies are as follows:
| Related party | Relation with the Company |
Year ended | Sales to related parties |
Purchases from related parties |
|---|---|---|---|---|
| LOGISTICS P.P.A. S.A. | Subsidiary | 31.12.2015 31.12.2014 |
- - |
64,000.00 - |
| NAFSOLP S.A. | Subsidiary | 31.12.2015 31.12.2014 |
- - |
90,000.00 - |
| Total Total |
31.12.2015 31.12.2014 |
- - |
154,000.00 - |
|
| Related party | Relation with the Company |
Year ended | Amounts due from related parties |
Amounts due to related parties |
| parties | ||||
|---|---|---|---|---|
| LOGISTICS P.P.A. S.A. | Subsidiary | 31.12.2015 31.12.2014 |
8,768.31 8,768.31 |
- - |
| LOGISTICS P.P.A. S.A. | Subsidiary | 31.12.2015 31.12.2014 |
- - |
- - |
| Total Total |
31.12.2015 31.12.2014 |
8,768.31 8,768.31 |
- - |
The Company, as part of its business, has transactions with government owned entities (e.g. PPC, EYDAP etc.), which are performed on commercial terms.
Board of Directors Members Remuneration: During the year ended on the December 31, 2015, remuneration and attendance costs, amounting to € 189,445.70 (December 31, 2014: € 165,264.09) were paid to the Board of Directors members. Furthermore during the year ended December 31, 2015 emoluments of € 828,616.13 (December 31, 2014: € 820,111.28) were paid to Managers / Directors for services rendered.
Fair Value: The carrying amounts reflected in the accompanying sheets of financial position for cash and cash equivalents, trade and other accounts receivable, prepayments, trade and other accounts payable and accrued and other current liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
The fair value of variable rate loans and borrowings approximate the amounts appearing in the statements of financial position.
The Company categorized its financial instruments carried at fair value in three categories, defined as follows:
Level 1: Quoted (unadjusted) values from active financial markets for identical negotiable assets or liabilities.
Level 2: Other technicques for which all inflows that have a significant impact on the recorded fair value are identified or determined directly or indirectly from active financial markets.
Level 3: Techniques that use inflows that have a significant impact on the recorded fair value and are not based on quoted prices from active financial markets.
During the years ended December 31, 2015 and 2014, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.
As at December 31, 2015 and 2014, the Company held the following financial instruments measured at fair value:
| 2015 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial liabilities | ||||
| Interest bearing loans and borrowings (including | ||||
| short term portion) | - | 80,499,999.99 | - | 80,499,999.99 |
| 2014 | Level 1 | Level 2 | Level 3 | Total |
| Financial liabilities | ||||
| Interest bearing loans and borrowings (including | ||||
| short term portion) | - | 86,499,999.99 | - | 86,499,999.99 |
Credit Risk: There is no significant credit risk for the Company towards the contracting parties, since it receives advance payments or letters of guarantee from customers.
Foreign Exchange Risk: The Company is neither involved in international trade nor has any long term loans in foreign currency and therefore is not exposed to foreign exchange risk resulting from foreign currency rate variations.
Interest rate risk: The Company bank loans are expressed in Euro and are subject to floating interest rates. The Company does not use derivatives in financial instruments in order to reduce its exposure to interest rate risk fluctuation as at the balance-sheet date. The Company management believes that there is no significant risk resulting from a possible interest rate fluctuation.
The table below presents and analyses the sensitivity of the result in relation to financial assets (cash on hand and in banks) and financial liabilities (loans) of the Company to the interest rate risk changes assuming a simultaneous change in interest rates by ± 100 basis points.
| 2015 | Interest rate risk | |||
|---|---|---|---|---|
| Financial assets | Accounting values |
+100bips(Euribor) | -100bips(Euribor) | |
| Cash and cash equivalents | 59,432,087.51 | 594,320.88 | (594,320.88) | |
| Effect before income tax | 594,320.88 | (594,320.88) | ||
| Income tax 29% | (172,353.05) | 172,353.05 | ||
| Net effect | 421,967.83 | (421,967.83) | ||
| Financial liabilities | ||||
| Long term loans | (80,717,715.25) | (807,177.15) | 807,177.15 | |
| Effect before income tax | (807,177.15) | 807,177.15 | ||
| Income tax 29% | 234,081.37 | (234,081.37) | ||
| Net effect | (573,095.78) | 573,095.78 | ||
| Total net effect | (151,127.95) | 151,127.95 |
| 2014 | Interest rate risk | ||
|---|---|---|---|
| Financial assets | Accounting values |
+100bips(Euribor) | -100bips(Euribor) |
| Cash and cash equivalents | 54,466,299.36 | 544,662.99 | (544,662.99) |
| Effect before income tax | 544,662.99 | (544,662.99) | |
| Income tax 26% | (141,612.38) | 141,612.38 | |
| Net effect | 403,050.62 | (403,050.62) | |
| Financial liabilities | |||
| Long term loans | (87,007,781.94) | (870,077.82) | 870,077.82 |
| Effect before income tax | (870,077.82) | 870,077.82 | |
| Income tax 26% | 226,220.23 | (226,220.23) | |
| Net effect | (643,857.59) | 643,857.59 | |
| Total net effect | (240,806.97) | 240,806.97 |
Liquidity risk: The effective management of liquidity risk is secured by ensuring maintenance of adequate cash reserves and a possibility for funding if necessary. Corporate liquidity risk management is based on rationale management of working capital and cash flows.
| Amounts of fiscal year | Directly | Less than | Total | |||
|---|---|---|---|---|---|---|
| 2015 | payable | 6 months | 6-12 months | 1 to 5 years | >5 years | |
| Borrowings | - | 3,133,392.08 | 3,128,482.92 | 24,851,133.33 | 51,268,719.99 | 82,381,728.32 |
| Leases | 5,502.00 | 27,510.00 | 33,012.00 | 160,351.53 | - | 226,375.53 |
| Trade and other payables* | 3,990,559.16 | 4,112,312.39 | 7,752,669.84 | - | - | 15,855,541.39 |
| Total | 3,996,061.16 | 7,273,214.47 | 10,914,164.76 | 25,011,484.86 | 51,268,719.99 | 98,463,645.24 |
| Amounts of fiscal year | Directly | Less than | ||||
| 2014 | payable | 6 months | 6-12 months | 1 to 5 years | >5 years | Total |
| Borrowings | - | 3,194,210.42 | 3,187,501.25 | 25,258,480.00 | 57,773,198.32 | 89,413,389.99 |
| Leases | 46,385.94 | 163,789.78 | 87,623.91 | 226,267.70 | - | 524,067.33 |
| Trade and other payables* | 4,281,537.46 | 3,862,669.95 | 6,764,724.14 | - | - | 14,908,931.55 |
| Total | 4,327,923.40 | 7,220,670.15 | 10,039,849.30 | 25,484,747.70 | 57,773,198.32 | 104,846,388.87 |
* Trade payables do not have interest and are settled in up to 60 days. Other payables also do not bear any interest and are settled in up to 12 months
The primary objective of the Company's capital management is to ensure the maintenance of high credit rating, and healthy capital ratios in order to support and expand the Company's operations and maximize shareholder value. The Company's policy is to maintain leverage targets, according to an investment grade profile. The Company monitors capital adequacy using the ratio of net debt to operating profits, which should be lower than 4.25 based on the loan agreements (note 20). The net debt includes interest-bearing loans, less cash and cash equivalents, while the operating profit including profit/ (loss) before taxes, financing costs and depreciation.
| December, 31 | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Long-term borrowings | 74,499,999.99 | 80,499,999.99 | |
| Short-term borrowings | 6,000,000.00 | 6,000,000.00 | |
| Leases | 217,715.26 | 507,781.95 | |
| Total Debt | 80,717,715.25 | 87,007,781.94 | |
| Earning before interest, tax, depreciation and amortization (EBITDA) |
23,520,035.07 | 21,969,263.53 | |
| - Net Debt / EBITDA | 3.43 | 3.96 |
There is no significant seasonality to the Company's activities
Cosco Group (Hong Kong) Ltd bid € 368.5 million, reaching up to 714 million including investments pledged, for the controlling stake in Piraeus Port Authority (OLP), and the state privatization fund (TAIPED) awarded it the status of preferred bidder late on Wednesday. Initially the Cosco Group will pay € 280.5 million to TAIPED and will become a shareholder of 51% of PPA. Within five years, if it has fulfilled those described in the share purchase agreement, including the successful completion of required investment, Cosco Group (Hong Kong) Lts should pay to TAIPED additional € 88 million and increase its share of the PPA from 51% to 67%. The amount of € 88 million will be filed by then in a special account, the interest of which will be received by the Greek State. The TAIPED will continue to hold 7% to PPA. The tender documentation was submitted to the Court for pre-contractual control and at March 8, 2015 was adopted unanimously.
After a decision of the Board of Directors of the Company and following a recommendation of TAIPED decided to convene an Extraordinary General Meeting on April 1, 2016 focusing on the election of a new 13-member Board of Directors.
In January 2016, the Municipality of Keratsini - Drapetsona restricted the bank accounts of the Company by € 6,8 mil. Euros for municipal taxes and surcharges.
Piraeus, March 29, 2016
PRESIDENT OF THE BOARD OF DIRECTORS AND MANAGING DIRECTOR
DEPUTY MANAGING DIRECTOR FINANCIAL DIRECTOR
IOANNIS KOUVARIS STAVROS KIRAMARGIOS EKATERINI VENARDOU I.D AE 018479 I.D. AZ 128242 License No. Ο.Ε.Ε. 0003748 A' Class
The annual financial statements of the Company, the Auditor's report and the Management Reports are available to the website www.olp.gr.
| PIRAEUS PORT AUTHORITY SOCIETE ANONYME PPA S.A. |
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|---|---|---|---|---|---|---|---|
| Company Registration Number 44259307000, Akti Miaouli 10 - Piraeus P.C. 185 38 PIRAEUS PORT FINANCIAL DATA AND INFORMATION FROM JANUARY 1, 2015 TO DECEMBER 31, 2015 |
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| (Published based on Corporate Law 2190, article 135 for corporations that report annual financial statements, consolidated or not, according to IFRS) | |||||||
| The purpose of the following information and financial data is to provide users with general financial information about the financial position and the results of operations of PIRAEUS PORT AUTHORITY S.A. ("Company"). Therefore, we recommend the users of the financial data and information, before making any investment decision or proceeding to any transaction with the Company, to obtain the necessary information from the website, |
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| where the separate financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the E.U., are available, together with the auditors' report, when required. (Amounts in Euro) DATA FROM STATEMENT OF CHANGES IN EQUITY |
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| Company's Web Site: | www.olp.gr | ||||||
| Date of approval of annual financial statements from the Board of Directors Panagiotis Papazoglou, Vasileios Kaminaris Certified Auditor Accountant |
March 29, 2016 | 31.12.2015 | 31.12.2014 | ||||
| Auditing firm: ERNST & YOUNG Type of auditor's report: Unqualified |
Total equity at the beginning of the period (01.01.2015 and 01.01.2014 respectively) | 168,585,627.93 | 166,014,419.63 | ||||
| Board of Directors: | Profit after income taxes | 8,375,754.17 | 6,763,882.84 | ||||
| Kouvaris Ioannis, President and Managing Director Kyramargios Stavros, Deputy Managing Director |
Other comprehensive loss after income taxes Dividends paid |
(170, 578.12) (2,474,993.09) |
(1, 192, 674.54) (3,000,000.00) |
||||
| Liagos Athanasios, Member (executive) Koilakos Stamatis, Memberc (non executive) Stavrow Dracondaidis, Member (non executive) |
Total equity at the end of the period (31.12.2015 and 31.12.2014 respectively) | 174,315,810.88 | 168,585,627.93 | ||||
| Roidis Georgios, Member (non executive) Korkidis Vasileios, Member (non executive) |
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| Fragou Apostolia, Member (non executive) Tsalikidou Olympia, Member (non executive) Kastellanos Georgios, Member (non executive) |
DATA FROM STATEMENT OF CASH FLOWS | ||||||
| Georgakopoulos Georgios, Member (non executive) Georgiou Nikolaos, Member (non executive) Moralis Ioannis, Member (non executive) |
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| $01.01 - 31.12.2015$ $01.01 - 31.12.2014$ | |||||||
| Operating activities | |||||||
| DATA FROM STATEMENT OF FINANCIAL POSITION | Profit before tax (continuing activities) | 9.772.290.19 | 8.891.464.98 | ||||
| 31.12.2015 | 31.12.2014 | Adjustments for: | |||||
| ASSETS Property, plant and equipment |
261,098,568.04 | 273.356.564.78 | Depreciation and amortisation Gain on disposal of property, plant & equipment and intangible assets |
14,166,805.02 (164, 518, 83) |
14,195,646.36 | ||
| Investment property Intangible assets |
734,338.38 50,522.36 |
734,338.38 94,335.44 |
Provisions Recognition of investment property |
7,344,723.68 | 5,254,965.63 (220, 970.81) |
||
| Other non current assets Inventories |
15,041,952.12 2,196,957.54 |
16,438,238.90 2,136,621.95 |
Results (revenue, expenses, profit and losses) from investing activity (Increase)/ Decrease in inventories |
(1,271,108.46) (60, 335.59) |
(1, 117, 847.81) 70,172.92 |
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| Trade receivables Other current assets |
20, 341, 478.57 68,513,267.66 |
26,980,280.10 64,547,058.42 |
(Increase)/ Decrease in accounts receivable Decrease in liabilities (except borrowings) |
2,449,871.10 (134, 827.45) |
(1,564,662.54) (1,351,391.26) |
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| TOTAL ASSETS | 367.977.084.67 | 384, 287, 437. 97 | Minus: Interest and related expenses paid |
(612, 679.60) | (838,039.23) | ||
| EQUITY AND LIABILITIES Share Capital (25,000,000 shares of € 2,00 each) |
50,000,000,00 | 50,000,000.00 | Payments for staff leaving indemnities Payments for employees voluntary retirement |
(657.846.61) (14.074.800.36) |
(392, 252.00) | ||
| Other equity items Equity attributable to shareholders of the parent (a) |
124,315,810.88 174,315,810.88 |
118,585,627.93 168,585,627.93 |
Tax paid Net cash flows from operating activities (a) |
(2,379,082.50) 14,378,490.59 |
(5,670,117.36) 17,256,968.88 |
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| Long term borrowings Provisions/ Other long term liabilities |
74,499,999.99 95,744,422.08 |
80,499,999.99 111,074,774.40 |
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| Short term borrowings Other short term liabilities |
6,000,000.00 | 6,000,000.00 18,127,035.64 |
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| Total liabilities (b) | 17,416,851.71 193,661,273.79 |
215,701,810.03 | Investing activities Increase of subsidiaries share capital |
(160,000.00) | |||
| TOTAL EQUITY AND LIABILITIES (a)+(b) | 367,977,084.67 | 384, 287, 437.97 | Procceds from the sale of property, plant and equipment Capital expenditure for property, plant and equipment and intangible assets |
177,312.10 (2,721,824.88) |
(1,643,892.97) | ||
| DATA FROM STATEMENT OF COMPREHENSIVE INCOME | Increase of restricted cash Interest and related income received |
1,896,870.12 | 2,096,773.00 1,989,969.29 |
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| $01.01 - 31.12.2015$ | $01.01 - 31.12.2014$ | Net cash flows from/ (used in) investing activities (b) | (647, 642.66) | 2,282,849.32 | |||
| Turnover Gross profit Profit before taxes, investment and financial |
99.880.455.20 26,150,566.01 |
104.320.264.31 22,958,410.89 |
Financing activities | ||||
| activities Profit before tax |
9,353,230.05 9,772,290.19 |
7,773,617.17 8,891,464.98 |
Net change in long-term borrowings Net change in leases |
(6,000,000.00) (290,066.69) |
(2, 333, 333.34) (364, 235.36) |
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| Profit after tax (A) Other comprehensive income after taxes (B) |
8,375,754.17 (170, 578.12) |
6,763,882.84 (1, 192, 674.54) |
Dividends paid Net cash flows used in financing activities (c) |
(2.474.993.09) (8,765,059.78) |
(3.000.000.00) (5,697,568.70) |
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| Total comprehensive income after taxes $(A) + (B)$ | 8,205,176.04 | 5,571,208.30 | Net increase in cash and cash equivalents (a) + (b) + (c) | 4,965,788.15 | 13,842,249.50 | ||
| Earnings per share - basic and diluted (in €) Proposed dividend per share |
0.3350 0.1114 |
0.2706 0.0989 |
Cash and cash equivalents at the beginning of the year | 54,466,299.36 | 40,624,049.86 | ||
| Profit before taxes, investment, financial activities depredation and amortisation |
23,520,035.07 | 21,969,263.53 | Cash and cash equivalents at end of the year | 59,432,087.51 | 54,466,299.36 | ||
| ADDITIONAL DATA AND INFORMATION | |||||||
| 1. The Company has not been audited by the Tax Authorities for the years 2009 and 2010 (Note 9 and 32b ). 2. The Company's permanent and seasonal personnel as at 31.12.2015 amounted to 1.121 & 8 employees respectively (1.149 & 8 employees at 31.12.2014) |
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| 3. At the end of the current period there are no treasury shares held by the Company. 4. For pending lawsuits or cases submitted in arbitration, the Company has made relevant provisions of € 19,314,300.00. The provision for unaudited years by the Tax Authorities amounted to € 1,500,000.00 |
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| n, during the current vear a provision amounted to € 4,796,663,41 related to the compensation of beneficiaries of L.4331/2015 (GA Ferries S.A.) has been recorded | The provision for personnel voluntary retirement amounted to € 14,074,800.36 and the provision for contingent property tax amounted to € 577,384.33 have been reversed due to their payment on 1/9/2015 and 2/7/2015 respectiv | ||||||
| 5. There is no property, plant and equipment that has been pledged as security. 6. During the year 2010 the Company establisted two subsiadiaries named "SHIP REPAIR SERVICES P.P.A S.A." (NAYS P.P.A S.A.) and "INTERMODAL TRANSPORT AND LOGISTICS COMPANY S.A.", (LOGISTICS P.P.A. S.A.) |
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| During the current period decided the liquidation of the subsidiaries and the Company recorded an equal provision for their impairment (Note 8). | The subsiadiaries untill the preperation of these financial statements has not vet commenced its operations. The Company does not prepare consolidated financial statements due to imaterial net assets of its subsidiaries as | ||||||
| 7. There are no other comprehensive income / (loss) of the Company that recorded directly to the Shareholders' Equity as at December 31, 2015. 8. The Company's capital expenditure for the year ended December 31, 2015 is disclosed to the note 4 and 6 of the financial statements. |
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| 9. The subsequent events after the December 31, 2015 are disclosed to the note 36 of the financial statements. 10. Certain line items of the previous year financial statements were reclassified in order to conform to the current year's presentation (note 2a) |
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| according to TAS 24, are as follows: | 11. The accumulated income and expenses since the beginning of the current fiscal year as well as the Company's trade accounts receivable and payable balances at the end of the current fiscal year that have resulted from t | ||||||
| a) Income | (Amounts in Euro) 0.00 |
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| b) Expense :) Receivables |
154,000.00 8,768.31 |
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| d) Liabilities e) Fees of Managers and members of the Board of Directors |
0.00 1,018,061.83 |
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| f) Amounts owed by Managers and members of the Board of Directors g) Amounts due to Managers and members of the Board of Directors |
0.00 0.00 |
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| Piraeus, March 29, 2016 | |||||||
| THE CHAIRMAN OF THE BoD AND MANAGING DIRECTOR | DEPUTY MANAGING DIRECTOR | THE FINANCE DIRECTOR | |||||
| IOANNIS KOUVARIS | STAVROS KYRAMARGIOS | FKATFRINI VENARDOU | |||||
| I.D AE 018479 | ID Number: AZ 128242 | E.C.G. Licence No. 00003748 A' Class | |||||
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