Interim / Quarterly Report • Oct 5, 2015
Interim / Quarterly Report
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(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
It is certified that the attached interim Financial Statements are those approved by the board of directors of "ATHENS MEDICAL CENTER S.A." in August 27th 2007 and they are uploaded to the internet address: www.iatriko.gr. The records and information published to the press aim at providing to the reader some general financial records and information, but they do not provide the whole picture of the financial position and the results of the Company, according to the International Accounting Standards and the International Financial Reporting Standards.
Georgios Apostolopoulos President of the Board of Directors ATHENS MEDICAL CENTER S.A.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
Page
| Review report of certified independent Auditor Accountant | 3 |
|---|---|
| Income Statements for the period ended June 30, 2007 and 2006 | 4 |
| Balance Sheets as of June 30, 2007 and December 31, 2006 | 5 |
| Statements of Changes in Equity for the period ended June 30, 2007 | 6 |
| Statements of Changes in Equity for the period ended June 30, 2006 | 7 |
| Cash Flow Statements for the period ended June 30, 2007 and 2006 | 8 |
| Notes to the Financial Statements | 9-36 |
| Appendix – Subsidiaries and Associates of ATHENS MEDICAL CENTER S.A. and tax unaudited years by entity |
37 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
To the Shareholders of «ATHENS MEDICAL CENTER S.A.»
We have reviewed the accompanying balance sheet of «ATHENS MEDICAL CENTER S.A.» («the Company») as at 30 June 2007, the accompanying consolidated balance sheet of the Company and its subsidiaries («the Group»), the related statements of income, statements of changes in equity and cash flow statements of the Company and the Group for the six-month period then ended as well as a summary of explanatory notes. Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and apply to interim financial information («IAS 34»). Our responsibility is to express a conclusion on this interim condensed financial information, based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410 «Review of Interim Financial Information Performed by the Company's Independent Auditor», to which the Greek Auditing Standards refer. A review consists of making inquiries, mainly of persons responsible for accounting and financial matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Greek Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Consequently, the present document is not an audit report.
respects, in accordance with IAS 34. Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material
Athens, August 28, 2007 The Certified Auditor Accountant
| Th Gr e ou p |
Th Co e mp an y |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| No tes |
1/1 -30 /6 200 7 |
1/1 -30 /6 200 6 |
1/4 -30 /6 200 7 |
1/4 -30 /6 200 6 |
1/1 -30 /6 200 7 |
1/1 -30 /6 200 6 |
1/4 -30 /6 200 7 |
1/4 -30 /6 200 6 |
|
| C O IN M E: |
|||||||||
| Re ve nu e |
150 .224 |
131 .032 |
72. 230 |
65. 580 |
147 .21 8 |
128 .72 9 |
70. 804 |
64. 435 |
|
| f s les Co st o a |
( 115 .09 9) |
( 99. 447 ) |
( 56. 235 ) |
( 49. 030 ) |
( 116 .65 3) |
( 103 .33 5) |
( 56. 977 ) |
( 51. 701 ) |
|
| Gr Pr f it oss o A dm in istr ive at ex p en ses |
35. 124 |
31. 585 |
15. 995 |
16. 550 |
30. 565 |
25. 395 |
13. 827 |
12. 734 |
|
| d D istr i bu ion Co t sts an |
8 | ( 15.6 20) |
( 13.0 70) |
( 8.6 12) |
( 7.3 12) |
( 13.9 34) |
( 10.9 25) |
( 7.5 28) |
( 5.8 48) |
| Ot he inc / ( ) r om e exp en ses Ne f ina ia l inc / t nc om e |
9 | 2.0 47 |
1.25 0 |
977 | 650 | 2.1 46 |
1.23 3 |
1.07 9 |
633 |
| ( ) sts co |
10 | ( 4.0 38) |
( 2.7 40) |
( 2.0 81) |
( 1.56 6) |
345 | ( 350 ) |
1.27 8 |
239 |
| PR O FI T B EF O RE T AX |
17. 514 |
17. 026 |
6.2 79 |
8.3 21 |
19. 122 |
15.3 53 |
8.6 57 |
7.7 58 |
|
| Inc Ta x E om e xp en se |
11 | ( 5.3 37) |
( 6.0 97) |
( 2.1 14) |
( 3.5 19) |
( 4.5 73) |
( 4.4 90) |
( 1.76 1) |
( 2.4 84) |
| PR O FI T F O R TH E PE RI O D |
12. 176 |
10. 930 |
4.1 64 |
4.8 02 |
14. 549 |
10. 863 |
6.8 96 |
5.2 75 |
|
| At ibu b le tr ta to: ity ho l der f t he Eq nt u s o p are |
|||||||||
| com p any |
12.0 96 |
11.4 00 |
4.1 26 |
5.6 77 |
14.5 49 |
10.8 63 |
6.8 96 |
5.2 75 |
|
| ino ity M In ter est r |
80 | ( 470 ) |
38 | ( 875 ) |
|||||
| 12. 176 |
10. 930 |
4.1 64 |
4.8 02 |
14. 549 |
10. 863 |
6.8 96 |
5.2 75 |
||
| Ea ing S ha ( in rn s p er re Eu ) ro |
|||||||||
| ic Ba s |
12 | 0,1 4 |
0,1 4 |
0,0 5 |
0,0 7 |
0,1 7 |
0,1 3 |
0,0 8 |
0,0 6 |
| W ig hte d a be e ve ra g e n um r f s ha ba ic o res s , |
|||||||||
| ic Ba s |
12 | 84. 658 .202 |
83. 985 .98 0 |
84. 658 .202 |
83. 985 .98 0 |
84. 658 .202 |
83. 985 .98 0 |
84. 658 .202 |
83. 985 .98 0 |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| Notes | 30 June 2007 |
31 December 2006 |
30 June 2007 |
31 December 2006 |
|
| ASSETS | |||||
| Non current assets | |||||
| Property, plant and equipment | 13 | 280.820 | 283.776 | 255.763 | 258.577 |
| Goodwill | 14 | 1.979 | 1.979 | - | - |
| Intangible assets | 14 | 2.012 | 507 | 2.011 | 506 |
| Investments in subsidiaries Investments in associates consolidated by the equity method |
15 | - | - | 34.867 | 34.867 |
| Other long term debtors | 16 | 276 | 223 | - | - |
| Deferred tax assets | 367 | 366 | 361 | 361 | |
| 11 | 5.618 | 5.863 | 5.553 | 5.788 | |
| Total non current assets Current Assets: |
291.072 | 292.714 | 298.555 | 300.099 | |
| Inventories | 17 | 5.715 | 5.391 | 5.396 | 5.088 |
| Trade accounts receivable | 18 | 145.105 | 124.919 | 141.877 | 121.643 |
| Prepayments and other receivables | 19 | 17.577 | 13.283 | 24.412 | 15.284 |
| Financial assets at fair value through income statement |
1 | 1 | - | - | |
| Cash and cash equivalents | 20 | 8.967 | 8.814 | 6.826 | 6.224 |
| Total current assets | 177.365 | 152.408 | 178.511 | 148.240 | |
| TOTAL ASSETS | 468.437 | 445.121 | 477.067 | 448.339 | |
| EQUITY AND LIABILITIES Equity attributable to equity holders of the parent company |
|||||
| Share capital | 21 | 26.888 | 26.036 | 26.888 | 26.036 |
| Share premium | 21 | 19.777 | 15.267 | 19.777 | 15.267 |
| Retained Earnings | 42.337 | 35.474 | 52.122 | 42.777 | |
| Legal, tax free and special reserves | 22 | 75.413 | 75.396 | 74.784 | 74.784 |
| 164.416 | 152.173 | 173.571 | 158.864 | ||
| Minority Interest | 433 | 811 | |||
| Total equity | 164.849 | 152.984 | 173.571 | 158.864 | |
| Non-current liabilities: | |||||
| Long term loans/borrowings | 23 | 25.024 | 37.755 | 24.945 | 37.546 |
| Government Grants | 24 | 36 | 36 | 35 | 35 |
| Deferred tax Liabilities | 11 | 22.673 | 21.857 | 20.148 | 19.354 |
| Provision for retirement indemnities | 25 | 12.796 | 11.847 | 12.703 | 11.759 |
| Other long term liabilities - Deferred income | 6.040 | 7.315 | 4.918 | 5.988 | |
| Total non-current liabilities Current liabilities: |
66.568 | 78.811 | 62.749 | 74.682 | |
| Trade accounts payable | 26 | 94.587 | 86.450 | 106.912 | 95.695 |
| Short term loans/borrowings | 23 | 90.666 | 83.786 | 85.309 | 78.966 |
| Long term liabilities payable in the next year | 23 | 25.130 | 24.328 | 25.072 | 24.322 |
| Current tax payable | 8.255 | 8.380 | 5.674 | 5.843 | |
| Accrued and other current liabilities | 27 | 18.382 | 10.383 | 17.779 | 9.967 |
| Total current liabilities | 237.020 | 213.327 | 240.746 | 214.793 | |
| TOTAL EQUITY AND LIABILITIES | 468.437 | 445.121 | 477.067 | 448.339 |
The Group
| At ibu b le tr ta to |
ity ho lde f t he eq u rs o p ar |
t c en om p an y |
M ino ity r In ter est |
To l ta Eq ity u |
|||
|---|---|---|---|---|---|---|---|
| S ha re ita l cap |
S ha re Pr ium em |
Le l, g a Ta fre x- e, d s ia l an p ec Re ser ve s |
Re ine d ta ing ea rn s |
To l ta |
|||
| Ba lan 1 J 200 7 ce, an ua ry |
26. 036 |
15. 267 |
75. 396 |
35. 474 |
152 .17 3 |
811 | 152 .98 4 |
| f ha ita l Iss S Ca ua nc e o re p io d f its Pe 's p r ro ha i f fer Ex D c ng e en ces i bu ion f p f its At tr t to o ro res erv es iv i den ds f p D nt o are |
853 | 4.5 10 |
( 11) 28 |
12. 096 ( 28) ( 04) 5.2 |
5.3 63 12. 096 ( 11) 0 ( 04) 5.2 |
80 | 5.3 63 12. 176 ( 11) 0 ( 04) 5.2 |
| iv i den ds i d t ino ity D p a o m r |
0 | ( 459 ) |
( 459 ) |
||||
| 30 200 Ba lan Ju 7 ce, ne |
26. 888 |
19. 777 |
413 75. |
42. 337 |
164 .41 6 |
433 | 164 .84 9 |
| Th Co e mp an y |
|||||||
| S ha re ita l cap |
S ha re Pr ium em |
Le l, g a Ta fre x- e, d s ia l an p ec Re ser ve s |
Re ine d ta ing ea rn s |
To l ta Eq ity u |
|||
| Ba lan 1 J 200 7 ce, an ua ry |
26. 036 |
15. 267 |
74. 784 |
42. 777 |
158 .86 4 |
||
| f S ha Ca ita l Iss ua nc e o re p io d 's p f its Pe r ro iv i den ds D |
853 | 4.5 10 |
14. 549 ( 5.2 04) |
5.3 63 14. 549 ( 5.2 04) |
|||
| Ba lan 30 Ju 200 7 ce, ne |
26. 888 |
19. 777 |
74. 784 |
52. 122 |
173 .57 1 |
The Group
| At ibu b le tr ta to |
ity ho lde f t he eq u rs o p |
t c ar en om p an y |
ino ity M r In ter est |
To ta l Eq ity u |
|||
|---|---|---|---|---|---|---|---|
| S ha re ita l cap |
S ha re ium Pr em |
Le l, g a fre Ta e, x- ia d s l an p ec Re ser ve s |
ine Re ta d ing ea rn s |
To ta l |
|||
| Ba lan 1 J 200 6 ce, an ua ry |
26. 036 |
15. 267 |
74. 664 |
41. 213 |
157 .18 0 |
6.0 65 |
163 .24 5 |
| io d f its Pe 's p r ro ha i f fer Ex D c ng e en ces |
9 | 11. 400 |
11. 400 9 |
( ) 470 |
10. 930 9 |
||
| is it ion f m ino ity Ac 's p ent qu o r erc ag e iv i den ds f p D nt o are iv i den ds i d t ino ity D p a o m r |
( ) 18. 427 ( 59) 3.3 |
( ) 18. 427 ( 59) 3.3 0 |
( 55) 2.8 0 ( 20) 1.7 |
( 2) 21 .28 ( 59) 3.3 ( 20) 1.7 |
|||
| Ba lan 30 Ju 200 6 ce, ne |
26. 036 |
15. 267 |
74. 673 |
30. 826 |
146 .80 2 |
1.0 20 |
147 .82 2 |
| Th Co e mp an y |
|||||||
| S ha re ita l cap |
S ha re ium Pr em |
Le l, g a fre Ta x- e, ia d s l an p ec Re ser ve s |
ine Re ta d ing ea rn s |
To ta l ity Eq u |
|||
| 1 J Ba lan 200 6 ce, an ua ry |
26. 036 |
15. 267 |
74. 162 |
32. 636 |
148 .10 2 |
||
| io d 's p f its Pe r ro |
10. 863 |
10. 863 |
The accompanied notes and appendixes are inseparable part of the financial statements
Dividends (3.359) (3.359) Balance, 30 June 2006 26.036 15.267 74.162 40.140 155.605
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 30 June 2007 |
30 June 2006 |
30 June 2007 |
30 June 2006 |
||
| Cash flows from operating activities | |||||
| Period's profit before taxation | 17.513 | 17.026 | 19.122 | 15.353 | |
| Adjustments for operational activities | 0 | 0 | 0 | 0 | |
| Depreciation | 5.491 | 5.485 | 5.266 | 5.294 | |
| Depreciation of government grants | 0 | (18) | 0 | 0 | |
| Provision for retirement indemnities | 949 | 747 | 944 | 735 | |
| Allowance for doubtful accounts receivable | 205 | 208 | 205 | (7) | |
| Other provisions | 0 | (7) | 0 | 0 | |
| Losses (gains) from group's associates | (52) | 8 | 0 | 0 | |
| Gains/losses due to fixed assets sale | (1.129) | (236) | (1.129) | (236) | |
| Impairment expenses of fixed assets | 0 | 448 | 0 | 0 | |
| Dividends from subsidiaries | (91) | (59) | (4.351) | (2.412) | |
| Interest and Financial income | (44) | (20) | (32) | (9) | |
| Interest and other financial expenses | 4.216 | 2.811 | 4.037 | 2.771 | |
| Exchange differences due to consolidation | |||||
| of subsidiaries abroad | (2) | (35) | 0 | 0 | |
| Operational profit before changes in | |||||
| working capital variations | 27.056 | 26.359 | 24.062 | 21.489 | |
| Increase/ (Decrease) in: | |||||
| Inventories | (324) | 291 | (307) | 101 | |
| Short and long term accounts receivable | (24.685) | (25.056) | (25.216) | (25.827) | |
| Increase/ (Decrease) in: | |||||
| Short and long term liabilities | 10.786 | 13.484 | 13.884 | 13.624 | |
| Interest charges and related expenses paid | (4.216) | (2.811) | (4.037) | (2.771) | |
| Paid taxes | (4.226) | (3.271) | (3.713) | (2.382) | |
| Net Cash from operating activities | 4.391 | 8.996 | 4.673 | 4.234 | |
| Cash flows from investing activities | 0 | ||||
| Purchase of tangible and intangible fixed | |||||
| assets | (4.144) | (6.130) | (3.967) | (5.429) | |
| Sale of tangible assets | 11 | 13 | 11 | 10 | |
| Interest and related income received | 44 | 20 | 32 | 9 | |
| Received dividends from subsidiaries | 0 | 0 | 0 | 2.412 | |
| Received dividends from other companies | 0 | 59 | 0 | 0 | |
| Guarantees paid | (1) | 0 | 0 | 0 | |
| Government grants received | 0 | 0 | 0 | 0 | |
| Purchase of of long and short term investments |
0 | (21.282) | 0 | (21.282) | |
| Sale of of long and short term investments | 0 | 0 | 0 | 0 | |
| Net Cash flows used in investing activities | (4.090) | (27.320) | (3.924) | (24.280) | |
| Cash flows from financing activities | |||||
| Issuance of Shares | 5.363 | 0 | 5.363 | 0 | |
| Dividends paid of parent company | (2) | 0 | (2) | 0 | |
| Net variation of short term borrowings | 7.648 | 27.895 | 7.059 | 27.887 | |
| Increase/decrease of long term | |||||
| debt/borrowings | (11.381) | (3.541) | (11.251) | (3.437) | |
| Payment of finance lease liabilities | (1.316) | (2.182) | (1.316) | (2.172) | |
| Dividends paid to minority from | |||||
| subsidiaries | (459) | (1.720) | 0 | 0 | |
| Net Cash flows used in financing activities | (147) | 20.452 | (147) | 22.278 | |
| Net increase/ in cash and cash equivalents | 153 | 2.129 | 602 | 2.232 | |
| Cash and cash equivalents at the beginning | |||||
| of the year Cash and cash equivalents at the end of the |
8.814 | 7.577 | 6.224 | 6.089 | |
| year | 8.967 | 9.706 | 6.826 | 8.321 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The Company " ATHENS MEDICAL SOCIETE ANONYME" with the distinctive title "ATHENS MEDICAL CENTER S.A." (hereafter the "Company" or the "Parent Company") and its subsidiaries (hereafter the "Group") are involved in the area of health care services with the organization and operation of hospital units. The Company's and the Group's head offices are located in the Municipality of Amarousion Attica in 5-7 Distomou Street and employ 2.818 and 2.974 employees respectively.
The Company's shares are publicly traded on the Athens Stock Exchange.
The subsidiaries, which were included in the accompanying consolidated financial statements of the Group, are described in Appendix .
(a) Basis of Preparation of the Consolidated Financial Statements: The accompanying consolidated financial statements that constitute the Group's consolidated financial statements (hereinafter referred to as "the financial statements") have been prepared in accordance with International Financial Reporting Standards ("IFRS"), adopted by the European Union. There are no standards applied in advance of their effective date. The financial statements have been prepared under the historical cost convention, except for financial instruments which are measured at fair value.
(b) Statutory Financial Statements: The Company and its domestic (Greek) subsidiaries maintain their accounting books and prepare financial statements in accordance to the Greek Company Law 2190/1920 and the applicable tax legislation. The foreign subsidiaries of the Company maintain their accounting records and prepare financial statements in accordance to the applicable laws and regulations of the countries in which they operate. For the preparation of the consolidated financial statements of the parent company, the financial statements of the foreign subsidiaries are adjusted in accordance to the provisions of the Greek Company Law 2190/1920. The accompanying consolidated financial statements have been based on the above-mentioned statutory consolidated financial statements appropriately adjusted and reclassified by certain out-of-book adjustments in order to comply with IFRS.
(c) Approval of Financial Statements: The Board of Directors of Athens Medical S.A. approved the annual financial statements for the period ended in June 30th, 2007, in August 27, 2007.
(d) Use of Estimates: The preparation of financial statements in conformity with the IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ from those estimates.
The principal accounting policies adopted in the preparation of the accompanying financial statements are the following:
(a) Basis of Consolidation : The Company's accompanying consolidated financial statements include the financial statements of the parent Company, as well as of all the subsidiaries that are controlled by the Parent Company. Control is presumed to exist when direct or indirect ownership retains the majority of voting interest or has the power to control the Subsidiaries' Board of Directors. Subsidiaries are consolidated from the date on which effective control is transferred to the company and cease to be consolidated from the date in which control ceases to exist.
The consolidated financial statements include the financial statements of a subsidiary (Physiotherapy Center S.A.), in which although the direct parent company holds less than 50% of the voting rights, controls it through the ability of appointing the majority of members of the Board of Directors.
In the consolidated financial statements, Medicafe S.A. is also included using the equity method, although, Group holds 55% of the company's voting rights, due to a managements transfer to third parties. As a result such ownership does not consist control according to IAS 27 « Consolidated and Separate Financial Statements », paragraph 13.
The Group's subsidiaries EREVNA S.A. and AXONIKI EREVNA S.A., according to their General Assemblies' decisions, have entered a liquidation procedure, since 1/7/2006. Before that and during the year 2006, the above mentioned companies have transferred together with all their productive assets – mechanical equipment, their operations to parent company and as a qonsequence their Balance Sheets do not include non current assets. As a result the liquidation of the above mentioned companies is not considered to be a discontinued operation according to IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", that requires distinctive reporting regarding the companies' results and fixed assets.
All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Where necessary, accounting policies of the subsidiaries have been revised to ensure consistency with the policies adopted by the Group. A full list of the consolidated subsidiaries together with the related ownership interests is provided In Appendix .
(b) Investments in Subsidiaries (separate financial statements): The investments of the parent Company in its consolidated subsidiaries are measured at acquisition cost less any cumulative impairment losses.
i) Consolidated financial statements: The Company's investments in other entities in which parent exercises significant influence and are not subsidiaries or joint-ventures are accounted for using the equity method. Under this method the investment in associates is recognized at cost in addition to the changes in the percentage of the Company in the associate's equity after the initial date of acquisition less possible provisions for impairment in value. The consolidated statement of income reflects the Company's share of the results of operations of the associate.
ii) Separate financial statements of parent: Investments in associates in the stand-alone financial statements are measured at acquisition cost less any cumulative impairment losses.
(g) Conversion of foreign currencies: The base currency of the Company and of its Greek subsidiaries is Euro. The transactions involving other currencies are converted into Euro using the exchange rates that were in effect at the time of the transactions. At the balance sheet date monetary assets and liabilities which are denominated in other currencies are adjusted in order to reflect the current exchange rates.
Gains and losses resulting from year end FX adjustments of monetary assets and liabilities are reflected in the accompanying income statement. Gains and losses resulting from transactions are reflected in the accompanying statement of income also.
The base currency of the Group's foreign subsidiaries is the official currency of the related country in which each subsidiary operates. Thereafter, at each reporting date all balance sheet accounts of these subsidiaries are converted into Euro using the exchange rate in effect at the balance sheet date. Revenues and expenses are converted based on the weighted average rate of exchange that prevailed during the year.
The accumulated difference resulting from such translation is recognized directly in consolidated equity until the disposal, write off or de-recognition of a subsidiary, when it is transferred to the consolidated income statement.
(e) Intangible Assets: Intangible assets are mainly consisted of software and commercial rights. These are amortized over their estimated useful lives which are set to five years.
(f) Research and Product Development Cost: Research costs are expensed as incurred. Development expenditure is mainly incurred for the development of new products. Costs incurred for the development of an individual project are recognized as an intangible asset only when the requirements of IAS 38 "Intangible Assets» are met.
(g) Revenue recognition: Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following particular recognition criteria must also be met as revenue is recognized.
The Sale of Services revenue is accounted according to the extent of service completion.
The sale of goods revenue, net of trade discounts sale, incentives and the related VAT, is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer.
The interest revenue is recognized on the accrual basis of accounting.
Revenue from dividends is recognized when the Group's right on such dividends is approved by the respective bodies of the companies' that declare them.
(j) Property, Plant and Equipment: Land and buildings are valued at historical cost (deemed cost based on the provisions of IFRS 1), less accumulated depreciation and any impairment in value. Machinery, transportation equipment, as well as the furniture and the rest of the equipment are measured at historical cost less the accumulated depreciation and any impairment in value.
The Company proceeded to a fair valuation of its land, buildings, as at January 1, 2004 and these fair values were used as deemed cost on the date of transition to the IFRS. The resulted revaluation surplus was credited to retained earnings.
Repairs and maintenance are charged to expenses as incurred. Major improvements are capitalized to the cost of the asset to which they relate when they extend the useful life, increase the earnings capacity or improve the efficiency of the respective assets.
An item of property and plant is derecognized upon sale or disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset , is included in the consolidated statement of income in the year the item is derecognized.
(j) Depreciation: Depreciation is calculated based on the straight-line method at rates, which approximately reflect the average useful lives of relative assets. The rates used are the following:
| Classification | Annual rate |
|---|---|
| Buildings | 2% |
| Machinery and Equipment | 6,67%- 10% |
| Equipment of Transportation | 6%-10% |
| Furniture and rest of Equipment | 10%- 20% |
(j) Goodwill: Business combinations are accounted for using the acquisition accounting method. This involves recognizing identifiable assets (including previously unrecognized intangible assets) and liabilities (including contingent liabilities) of the acquired business at fair value at the acquisition date. Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is not amortized, but it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. At the acquisition date (or at the date of completion of the relative purchase price allocation) any goodwill acquired is allocated to each of the cash-generating units related to goodwill.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognized.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of, is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
Goodwill resulting from acquisitions or business combinations has been allocated to the main cash generating units in group level. The cash generating units have been defined in accordance with the provisions of IAS 36 "Impairment of Assets". The Group, in order to decide whether an impairment of goodwill exists, performed the related impairment tests in the cash generating units in which goodwill was allocated, and based on those tests no impairment issue occurred.
When the Group increases its participation interest to existing subsidiaries (acquisition of minority interests) the total difference between the purchase price and the portion of the minority interests acquired (goodwill or negative goodwill) is transferred directly to equity as it is considered as a transaction among the shareholders (entity concept method). Similarly, when minority interests are sold (without losing control of the subsidiary) then the related gains or losses are recognized directly to equity.
(ja) Impairment of Assets: With the exception of goodwill and intangibles with indefinite life, which are reviewed for impairment at least annually, the carrying value of other non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever the carrying value of an asset exceeds its recoverable amount a respective impairment loss is recognized in the consolidated statement of income. The recoverable amount is measured as the higher of net selling price and value in use. Net selling price is the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, after deducting any direct incremental selling costs, while value in use is the present value of estimated future cash flows expected to arise from continuing use of the asset and from the revenue due to its disposal at the end of its estimated useful life. For the purpose of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows.
(i) Financial assets: A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized where:
• the rights to receive cash flows from the asset have expired;
• the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a "pass-through" arrangement; or
• the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the assets, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Where the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Where continuing involvement takes the form of a written and/or purchase option (including a cash-settled option or similar provision) on the transferred asset, the extent of the Group's continuing involvement is the amount of the transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash-settled option or similar provision) on an asset measured at fair value, the extent of the Group's continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.
(ii) Financial liabilities: A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
(jc) Inventories: Inventories are reported at the lower value between the cost and the net realizable value. Cost of finished and semi-finished products includes all costs incurred in bringing inventories to their current location and state of manufacture and comprises raw materials, labour, an applicable amount of production overhead (based on normal operating capacity, but excluding borrowing costs) and packaging. The cost of raw materials and finished goods is determined based on the weighted average basis. Net realizable value for finished goods is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary, to make the sale. The net realizable value for raw materials is the estimated replacement cost in the ordinary course of business. Especially medication supply are measured in a different way, that is at the last acquisition value, due to existing state of tariff, according to I.A.S. 2 «Inventories», paragraph 25.
(jd) Accounts Receivable and Credit Policy: Short-term receivables are presented at their nominal value, net of provisions for potential non collectible accounts, while long-term receivables (balances that deviate from normal credit terms) are reported at the amortized cost based on the actual interest rate method. At each Balance sheet date all past due or doubtfull debtors are ssessed by management in order to determine the necessity for relevant provision, with criteria such as the customer's ability to pay and the aging of his balance. The balance of such allowance for doubtful accounts is appropriately adjusted at each balance sheet date in order to reflect all possible risks. Any amount written–off with respect to customer account balances is charged against the existing allowance for doubtful accounts. It is the Group's policy not to write-off an account until all possible legal action has been exhausted.
(je) Credit Risk Concentration: The maior part of debtors comes from state insurance funds, private and public insurance organizations and companies, whose credit risk is considered to be limited. Regarding the rest of debtors, represented by sale to individuals, risk is diversified due to the great diversity of balances.
(jf) Cash and Cash Equivalents: The Company considers time deposits and other highly liquid investments with original maturity of three months or less, to be cash equivalents. For the purpose of the cash flow statements, cash and cash equivalents consist of cash at hand and in banks and of cash and cash equivalents as defined above.
(jh) Share capital: Share capital represents the value of the Parent company's shares in issue. Any excess of the fair value of the consideration received over the par value of the shares issued is recognized as the "share premium" in shareholders equity. Incremental external costs directly attributable to the issue of new shares are shown as a deduction in equity, net of tax, from the proceeds.
(jg) Long-term Liabilities: All long-term liabilities are initially recognized at cost. After initial recognition loans and borrowings denominated in foreign currency are reported using the spot rate at each reporting date. The interest costs are recognized on the accrual basis of accounting.
(jh) Borrowing Costs: Borrowing Costs are recognized as an expense in the period in which they are incurred.
(k) Provision for Retirement Indemnities: Staff Retirement obligations are calculated at the discounted value of the future retirement benefits deemed to have accrued at year-end, based on the employees earning retirement benefit rights throughout the expected working period. Retirement obligations mentioned above are calculated on the basis of financial and actuarial assumptions and are determined using the Projected Unit credit actuarial valuation Method. Net pension costs for the period are included in payroll in the accompanying income statement and consist of the present value of benefits earned in the year, interest cost on the benefit obligation, past service cost, actuarial gains or losses and any additional pension charges. Past service costs are recognized on a straight-line basis over the average period until the benefits under the plan become vested. Unrecognized actuarial gains or losses are recognized over the average remaining service period of active employees and included as a component of net pension cost for a year if, as of the beginning of the year, it exceeds 10% of the future projected benefit obligation. The retirement benefit obligations are not funded.
(ka) State Pension: The Company's personnel is covered by several State sponsored pension funds for private sector employees, (I.K.A., T.S.A.Y.) covering post-retirement pensions, and healthcare benefits. Each employee is required to contribute a portion of its monthly salary to the fund, with the company also contributing a portion. Upon retirement, the pension fund is responsible for paying the employees retirement benefits. At such, the company has no legal or constructive obligation to pay future benefits under this plan.
(kb)Income Taxes (Current and Deferred): Current and deferred income taxes are computed based on the stand alone financial statements of each of the entities included in the consolidated financial statements, in accordance with the tax rules in force in Greece or other tax jurisdictions in which foreign subsidiaries operate. Income tax expense is computed based on each entity's profits as adjusted in its tax returns, additional income taxes resulting from tax audits by the tax authorities and deferred income taxes, using substantively enacted tax rates.
Deferred income tax is computed, using the liability method, on all temporary differences at the balance sheet date between the tax bases and the carrying amounts of assets and liabilities. Deferred income tax liabilities are recognized for all taxable temporary differences:
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
• Except cases, where the deferred income tax liability arises from goodwill impairment or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseable future.
• Deferred tax assets are recognized for all discounted temporary differences and transferred tax assets and losses, to the extent where it is possible that taxable profit will be available which will be used against the discounted temporary differences and the transferred unused taxable assets and losses.
• Except cases where the deferred tax asset regarding the discounted temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, an income deferred tax is recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and there will be available taxable profit which will be used against temporary differences.
The deferred tax assets are reviewed at each balance sheet date and reduced to the extent, where it is not considered as possible that enough taxable profits will be presented against which, a part or the total deferred tax assets can be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates (and the laws) that have been enacted or substantively enacted at the balance sheet date.
The income tax relating to items recognized directly in equity, is recognized in equity and not in the income statement.
(kc) Leases: Finance leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to income. Capitalized leased assets are depreciated over estimated useful life of the asset or the lease term.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the income statement on the straight line basis over the lease term.
(kd) Provisions and Contingencies: Provisions are recognized when the Company has a present legal or presumed/ imputed obligation as a result of past events, it is probable that an outflow of resources will be required to settle this obligation and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the present value of the expenditure expected to be required to settle the obligation. If the effect of time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and, where appropriate the risks specific to the liability. Contingent liabilities are not recognized in the consolidated financial statements but they are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable.
Basic earnings per share are computed by dividing net income attributed to the Group's shareholders by the weighted average number of ordinary shares outstanding during each year, excluding any treasury shares outstanding during the year. Diluted earnings per share are computed by dividing net income attributed to the Group's shareholders (after deducting the impact on the convertible
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
Potential preference shares) by the weighted average number of ordinary shares outstanding during the year (after deducting the impact on the convertible potential preference shares).
(aa) Segment reporting : The group has one segment, the health care services. It is also involved mainly in the Greek territory and its activities abroad do not have sufficient extend in order to consist a segment. Consequently, the presentation of relevant financial information is not necessary.
(ab) Derivative Financial Instruments: The Group does not use derivative Financial Instruments .
Financial assets in the scope of IAS 39 are classified as either
When financial assets are recognized initially, they are measured at fair value, plus, directly attributable transaction costs.
The Group determines the classification of its financial assets after initial recognition and, where allowed and appropriate, reevaluates this designation periodically.
Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Gains or losses on investments held for trading are recognized in income.
Such assets, derived by the company's activity (that is beyond the Group's ordinary credit limits), are carried at amortised cost using the effective interest method. Gains and losses are recognized in the income statement when the loans and receivables are derecognized or impaired, as well as through the depreciation process.
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification. Other long-term investments that are intended to be held-to-maturity, after initial recognition are subsequently measured at amortised cost, using the effective interest method. For investments carried at amortised cost, gains and losses are recognized in income when the investments are derecognized or impaired, as well as through the depreciation process.
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for sale or are not classified in any of the three preceding categories. After initial recognition available-for sale financial assets are measured at fair value with gains or losses being recognized as a separate component of equity until the investment is sold, derecognized or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in equity is included in the income statement.
The fair value of investments that are actively traded in organized financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments where there is no active market, fair value is determined using valuation techniques. Such techniques include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; discounted cash flow analysis and option pricing models.
(ad) New Standards and Interpretations: The International Accounting Standards Board, as well as the IFRIC, have already issued a number of new accounting standards and interpretations or have amended valid standards, whose application is mandatory for the periods beginning January 1, 2007 onwards (except if mentioned otherwise below). The Group's and company's management's assessment regarding the effect of these new standards and interpretations is as follows:
IFRS 7 Financial Instruments: Disclosures and supplementary adjustment in IAS 1 Presentation of Financial Statements (valid since January 1, 2007): IFRS 7 introduces added disclosures in order to improve the incoming information relating to the financial instruments. It requires the disclosure of quality and quantity information regarding the risk exposure due to financial instruments. More specifically it defines minimum required disclosures relating to credit risk, cash flow risk as well as market risk (imposes the sensitivity analysis concerning the market risk). IFRS 7 replaces the IAS 30 (Disclosures in the Financial Statements of banks and similar Financial Institutions) and the disclosure requirements of IAS 32, (Financial Instruments: disclosure and presentation). It is applicable in all entities that prepare financial statements according to IFRS. The adjustment to IAS 1 introduces disclosures relating the amount of entities' capital as well as its management. The group and the company has assessed the effect of IFRS 7 and the adjustment of IAS 1 and came to the conclusion that the additional disclosure required by their application is the sensitivity analysis regarding the market risk and the capital disclosures. The group will apply IFRS 7 and the amendment of IAS 1 from January 1, 2007.
The Group is in a procedure of studying the above mentioned standard, which will be applied by the Group from January 1, 2009.
IFRIC 10: Interim financial reporting and impairment (valid since November 1, 2006): This interpretation requires the non reversal of impairment recognized in interim reporting due to goodwill or an investment, a financial asset or an asset carried at cost. The Group will apply this interpretation after January 1, 2007.
IFRIC 11: IFRS 2 Group and treasury Share transactions (valid since March 1, 2007): Interpretation 11 refers to issues relating to IFRS 2 and specifically to compensations that are determined by the value of company's own shares and personell salaries of a subsidiary that are determined by the shares of the parent company. Is not applicable for the Group and will not affect the financial statements.
IFRIC 12. Service Concession Arrangements (effective for financial years beginning on or after 1 January 2008) The interpretation outlines an approach to account for contractual arrangements arising from entities providing public services. It provides for the operator should not account for the infrastructure as property, plant and equipment, but recognize a financial asset and / or an intangible asset. This Interpretation, which is expected to be adopted by the EU in the near future, is not relevant to the Group's operations.
IFRIC 13. Customer Loyalty Programmes(Valid since 1 July 2008) Ιs not applicable for the Group and will not affect the financial statements.
IFRIC 14. I.A.S. 19 The limit on a Defined Benefit Asset, Minimum Funding Requirements and their interaction (Valid since 1 January 2008) The Group is in a procedure of studying the above mentioned interpretation, which will be applied by the Group from January 1, 2008.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The Group proceeds to judgments and estimates in order to apply the most representative accounting methods and policies or in connection with the future development of transactions and events. Such judgments and estimates are periodically reviewed by management in order to reflect current condition and correspond to anticipation of current risks and are based on prior Management's experience in conjunction to the volume / level of such transactions and events.
The principle judgments and estimates referring to events the development of which could significantly affect the items of the financial statements during the forthcoming twelve months period are as follows:
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
As it is explained in note 14 of the financial statements, the goodwill arose from the purchase of minority's percentage of Group's subsidiary's "IATRIKI TEHNIKI S.A." that took place in the second semester of the closing year. Management has received two valuation reports from two independent appraisals regarding the business value of "IATRIKI TEHNIKI S.A.", which are based in its estimated future cash flows. Considering the significant profitablility of "IATRIKI TEHNIKI S.A."assessed by the company's results of year 2005 as well as the ones of year 2006, also greater by the estimations of valuations, management trusts that the company's operational profits will maintain in the near future and there is no reason for excercising impairment loss.
Income (current) tax liabilities according to IAS 12 for the current and prior periods are measured at the amounts expected to be paid to the taxation authorities, using the tax rates that have been enacted by the balance sheet date. Provision for income taxes reported in the respective income tax returns and the potential additional tax assessments that may be imposed by te tax authorities upon settlement of the open tax years. Accordingly, the financial settlement of the income taxes might differ from the income taxes that have been accounted for in the financial statements. Further details are provided in Note 11.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The Payroll cost that is included in the accompanying financial statements is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 30/6/2006 | 30/6/2007 | 30/6/2006 | |
| Wages and Salaries | 30.259 | 26.912 | 29.347 | 26.109 |
| Social security costs | 7.162 | 6.531 | 6.930 | 6.338 |
| Compensations and Provision for retirement | ||||
| indemnities | 1.019 | 874 | 1.014 | 845 |
| Other staff expenses, Board of Directors fees | 2.052 | 740 | 1.574 | |
| Total payroll | 40.492 | 35.057 | 38.865 | 33.292 |
| Less: amounts charged to cost of sales | ||||
| (30.737) | (27.157) | (30.282) | (26.747) | |
| Payroll expensed to administrative and distribution cost (Note 8) |
9.755 | 7.900 | 8.583 | 6.545 |
Depreciation and amortization accounted in the accompanying financial statements is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 30/6/2006 | 30/6/2007 | 30/6/2006 | |
| Depreciation of property land and equipment | ||||
| (Note 13) | 5.478 | 5.468 | 5.253 | 5.288 |
| Amortization of intangible assets (Note 14) | 13 | 17 | 13 | 7 |
| 5.491 | 5.485 | 5.266 | 5.295 | |
| Less: depreciation and amortization charged to cost of sales |
(4.967) | (5.049) | (4.876) | (4.951) |
| Depreciation and amortization expensed (Note 8) |
524 | 436 | 390 | 344 |
The administrative expenses and distribution costs that are presented in the accompanying financial statements are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 30/6/2006 | 30/6/2007 | 30/6/2006 | |
| Payroll cost (Note 6) | 9.755 | 7.900 | 8.583 | 6.545 |
| Third party fees | 713 | 661 | 648 | 618 |
| Depreciation and amortization (Note 7) | 524 | 435 | 390 | 344 |
| Third party services (for example repairs and maintenance) |
1.520 | 910 | 1.347 | 851 |
| Other expenses | 2.903 | 2.956 | 2.761 | 2.567 |
| Provision for doubtfull debtors | 205 | 208 | 205 | |
| Total | 15.620 | 13.070 | 13.934 | 10.925 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The other income / (expenses) that are presented in the accompanying financial statements are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 30/6/2006 | 30/6/2007 | 30/6/2006 | |
| Income from rentals/other income | 638 | 803 | 737 | 803 |
| Government Grants, special tax returns | 23 | 21 | 23 | 4 |
| Other Income | 250 | 190 | 250 | 190 |
| Profit on disposals of fixed assets | 1.136 | 236 | 1.136 | 236 |
| Total | 2.047 | 1.250 | 2.146 | 1.233 |
The financial income/ (costs) that are presented in the accompanying financial statements are analyzed as follows:
| The Group | 30/6/2007 | 30/6/2006 |
|---|---|---|
| Interest on non-current loans/borrowings | (1.593) | (1.401) |
| Interest on current loans/borrowings & relevant expenses | (1.981) | (604) |
| Factoring commissions | (260) | (455) |
| Finance lease interest | (376) | (339) |
| Losses from group's associates | (8) | |
| Losses from exchange differences | (15) | (12) |
| Total financial costs | (4.225) | (2.819) |
| Gains from associates | 53 | |
| Dividends from investments in companies and from shares | 91 | 59 |
| Interest on deposits | 43 | 13 |
| Gains from exchange differences | 7 | |
| Total financial income | 187 | 79 |
| Financial income/(costs) | (4.038) | (2.740) |
| The company | 30/6/2007 | 30/6/2006 |
| Interest on non-current loans/borrowings | (1.590) | (1.393) |
| Interest on current loans/borrowings & relevant expenses | (1.816) | (593) |
| Factoring commissions | (260) | (455) |
| Finance lease interest | (372) | (330) |
| Total financial costs | (4.038) | (2.771) |
| Interest on deposits | 32 | 9 |
| Dividends from investments in companies and from shares | 4.351 | 2.412 |
| Total financial income | 4.383 | 2.421 |
| Financial income/(costs) | 345 | (350) |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
According to the tax legislation, the tax rate applicable in companies for the year of 2007 is 25%. (29 % until the 31st of December 2006).
The provision for income taxes presented in the accompanying financial statements is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 30/6/2006 | 30/6/2007 | 30/6/2006 | |
| Current income taxes: | ||||
| Current income tax charge | 3.605 | 4.120 | 2.890 | 2.531 |
| Prior years' taxes | 672 | 961 | 654 | 765 |
| Deferred income taxes | 1.060 | 1.016 | 1.029 | 1.194 |
| Total provision for income taxes | 5.337 | 6.097 | 4.573 | 4.490 |
Greek tax laws and related 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.
The Company has been audited by the tax authorities up to 31st of December 2006, according to a tactical tax audit, which was concluded at 31/7/2007 for fiscal years 2005 -2006. The income tax plus additional taxes that arose came up to euro 1.154.626,26. The company in form of provision charged the financial statements of 31/12/2006 with the amount of 500.000 euros and the financial statements of 31/3/2007 with the amount of 450.000 euros. The rest amount of euros 204.626,26 has charged the financial statements of 30/6/2007. Regarding its subsidiaries, the tax authorities have not audited their books and their elements for the years mentioned in Appendix.
In a future tax audit of the related unaudited years, additional taxes and penalties may be assessed to the Company and to its subsidiaries. The Company regards that the outcome of the tax audits and the amount of the possible added taxes and fines, is not possible to estimate and, thus, a relevant provision has not been made in the financial statements related to this subject.
The deferred income taxes related to the temporary differences between the book values and the tax bases of assets and liabilities are calculated using the applicable statutory income tax rate.
| The Group | The Company | |
|---|---|---|
| Opening balance, January 1st 2006 | (13.361) | (10.754) |
| Charged directly to equity | ||
| Charged to the consolidated statement of income | (2.633) | (2.812) |
| Closing balance, December, 31st 2006 | (15.994) | (13.566) |
| The Group | The Company | |
| Opening balance, January 1st 2007 Charged directly to equity |
(15.994) | (13.566) |
| Charged to the consolidated statement of income | (1.061) | (1.029) |
| Closing balance, June, 30st 2007 | (17.055) | (14.595) |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Group | The Company | |||
|---|---|---|---|---|
| 30th | 31η | 30th | 31η | |
| June | December | June | December | |
| Deferred income tax Liabilities | 2007 | 2006 | 2007 | 2006 |
| - Property plant and equipment | (19.775) | (19.078) | (17.251) | (16.578) |
| - Leases | (2.708) | (2.587) | (2.708) | (2.587) |
| - Other | (190) | (192) | (189) | (189) |
| (22.673) | (21.857) | (20.148) | (19.354) | |
| Deferred income tax Assets | ||||
| - Accounts receivable | 852 | 800 | 851 | 800 |
| - Deferred expenses | 1.331 | 1.583 | 1.290 | 1.530 |
| - Leases | 282 | 564 | 282 | 564 |
| - Provision for retirement indemnities | 3.199 | 2.962 | 3.176 | 2.940 |
| - Other | (46) | (46) | (46) | (46) |
| Deferred income tax Assets | 5.618 | 5.863 | 5.553 | 5.788 |
| Net deferred income tax Liabilities | (17.055) | (15.994) | (14.595) | (13.566) |
The effect of the deferred taxes in debits/(credits) of the income statement is the following:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 30th June 2007 |
31η December 2006 |
30th June 2007 |
31η December 2006 |
||
| Deferred income tax Liabilities | |||||
| - Property plant and equipment | (697) | (1.363) | (674) | (1.363) | |
| - Leases | (120) | (430) | (121) | (617) | |
| - Other | 2 | (1) | 0 | (11) | |
| (815) | (1.794) | (795) | (1.991) | ||
| Deferred income tax Assets | |||||
| - Accounts receivable | 51 | 0 | 51 | 0 | |
| - Deferred expenses | (251) | (673) | (239) | (648) | |
| - Leases | (282) | (564) | (282) | (564) | |
| - Provision for retirement indemnities | 237 | 398 | 236 | 391 | |
| - Other | 0 | 0 | 0 | 0 | |
| (245) | (839) | (234) | (821) | ||
| (Debit)/Credit of deferred income tax | (1.060) | (2.633) | (1.029) | (2.812) |
The calculation of basic earnings per share in the 30th of June 2007 and 2006 is the following:
| The Group | The Company | |||
|---|---|---|---|---|
| 30th June 2007 |
30th June 2006 |
30th June 2007 |
30th June 2006 |
|
| Net profit attributable to equity holders of the parent Weighted average number of shares outstanding Basic earnings per share |
12.096 84.658.202 |
11.400 83.985.980 |
14.549 84.658.202 |
10.863 83.985.980 |
| Net profit per share attributable to equity holders of the parent |
0,14 | 0,14 | 0,17 | 0,13 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
Property, land and equipment is analyzed as follows:
| Land | Buildings and installations |
Machinery and equipment |
Transportatio n equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
|---|---|---|---|---|---|---|---|
| Cost or measurement | |||||||
| Balance 1.1.2006 | 62.961 | 161.905 | 55.106 | 2.422 | 25.955 | 16.115 | 324.462 |
| Exchange Differences | 4 | 55 | 88 | 3 | 10 | 163 | |
| Additions | 2.338 | 392 | 8.296 | 150 | 2.096 | 5.054 | 18.326 |
| Sales/Deletions | (1.960) | (819) | (4) | (2.783) | |||
| Impairment | (448) | (448) | |||||
| Transfers from fixed assets under constructions |
1.369 | (1.369) | |||||
| Balance 31.12.2006 | 65.303 | 163.721 | 61.082 | 2.575 | 27.242 | 19.796 | 339.720 |
| Depreciation | |||||||
| Balance 1.1.2006 | (6.008) | (23.529) | (1.453) | (16.130) | (47.120) | ||
| Exchange Differences | (5) | (29) | (2) | (2) | (38) | ||
| Year's Additions | (3.402) | (4.740) | (193) | (2.528) | (10.863) | ||
| Sales/Deletions | 1.264 | 807 | 2.071 | ||||
| Transitions and reclassifications | (143) | (114) | (1) | 265 | 6 | ||
| Period total | (3.550) | (3.619) | (196) | (1.458) | (8.824) | ||
| Balance 31.12.2006 | (9.558) | (27.148) | (1.649) | (17.588) | (55.943) | ||
| Net Book Value | |||||||
| 31.12.2006 | 65.303 | 154.163 | 33.934 | 926 | 9.655 | 19.796 | 283.776 |
| Land | Buildings and installations |
Machinery and equipment |
Transportatio n equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
|---|---|---|---|---|---|---|---|
| Cost or measurement | |||||||
| Balance 1.1.2007 | 65.303 | 163.721 | 61.082 | 2.575 | 27.242 | 19.796 | 339.720 |
| Exchange Differences | 0 | ||||||
| Additions | 38 | 304 | 783 | 848 | 704 | 2.677 | |
| Sales/Deletions | (8) | (3) | (8) | (19) | |||
| Transfers | 0 | ||||||
| Transfers from fixed assets | 504 | (648) | (144) | ||||
| under constructions Balance 30.6.2007 |
65.341 | 164.025 | 62.361 | 2.571 | 28.083 | 19.852 | 342.234 |
| Depreciation | |||||||
| Balance 1.1.2007 | (9.558) | (27.148) | (1.649) | (17.588) | (55.943) | ||
| Exchange Differences | 0 | ||||||
| Year's Additions | (1.638) | (2.493) | (100) | (1.247) | (5.478) | ||
| Sales/Deletions | 5 | 3 | 1 | 9 | |||
| Period total | (1.638) | (2.488) | (97) | (1.246) | (5.469) | ||
| Balance 30.6.2007 | (11.197) | (29.636) | (1.746) | (18.834) | (61.413) | ||
| Net Book Value 30.6.2007 | 65.341 | 152.828 | 32.725 | 826 | 9.249 | 19.852 | 280.820 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Land | Buildings and installations |
Machinery and equipment |
Transportatio n equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
|---|---|---|---|---|---|---|---|
| Cost or measurement | |||||||
| Balance 1.1.2006 | 46.389 | 159.880 | 49.306 | 2.248 | 25.299 | 13.311 | 296.434 |
| Additions | 2.338 | 391 | 8.246 | 2.021 | 4.205 | 17.202 | |
| Sales -Deletions | (456) | (819) | (1.275) | ||||
| Transfers from fixed assets under constructions |
1.369 | (1.369) | |||||
| Balance 31.12.2006 | 48.727 | 161.640 | 57.097 | 2.248 | 26.501 | 16.147 | 312.361 |
| Depreciation | |||||||
| Balance 1.1.2006 | (5.817) | (21.563) | (1.394) | (15.766) | (44.539) | ||
| Year's Additions | (3.357) | (4.496) | (164) | (2.474) | (10.490) | ||
| Sales -Deletions | 431 | 807 | 1.238 | ||||
| Transitions and reclassifications | (143) | (114) | (1) | 265 | 6 | ||
| Period Total | (3.500) | (4.179) | (165) | (1.402) | (9.246) | ||
| Balance 31.12.2006 | (9.317) | (25.742) | (1.558) | (17.168) | (53.785) | ||
| Net Book Value 31.12.2006 | 48.727 | 152.323 | 31.355 | 690 | 9.333 | 16.147 | 258.577 |
| Land | Buildings and installations |
Machinery and equipment |
Transportatio n equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
|---|---|---|---|---|---|---|---|
| Cost or measurement | |||||||
| Balance 1.1.2007 | 48.727 | 161.640 | 57.097 | 2.248 | 26.501 | 16.147 | 312.361 |
| Additions | 38 | 303 | 718 | 842 | 598 | 2.499 | |
| Sales –Deletions | (8) | (8) | (16) | ||||
| Transfers | 0 | ||||||
| Transfers from fixed assets under constructions |
(50) | (50) | |||||
| Balance 30.6.2007 | 48.765 | 161.944 | 57.807 | 2.248 | 27.335 | 16.695 | 314.795 |
| Depreciation | |||||||
| Balance 1.1.2007 | (9.317) | (25.742) | (1.558) | (17.168) | (53.785) | ||
| Year's Additions | (1.615) | (2.343) | (76) | (1.218) | (5.253) | ||
| Sales –Deletions | 5 | 1 | 6 | ||||
| Period Total | (1.615) | (2.338) | (76) | (1.217) | (5.247) | ||
| Balance 30.6.2007 | (10.933) | (28.080) | (1.634) | (18.385) | (59.032) | ||
| Net Book Value 30.6.2007 | 48.765 | 151.011 | 29.727 | 615 | 8.950 | 16.695 | 255.763 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
There are no restrictions on title or transfer or other encumbrances on the Group's land and buildings. In addition, no item of land, building and machinery equipment has been pledged as security for liabilities.
| Rights/ | ||||
|---|---|---|---|---|
| Goodwill | Licenses | Other | Total | |
| Cost | ||||
| Balance 1.1.2007 | 1.979 | 398 | 659 | 3.035 |
| Additions | 1.494 | 24 | 1.518 | |
| Balance 30.6.2007 | 1.979 | 1.892 | 683 | 4.553 |
| Accumulated amortization | ||||
| Balance 1.1.2007 | (549) | (549) | ||
| Additions | (13) | (13) | ||
| Balance 30.6.2007 | (562) | (562) | ||
| Net Book Value 30 June 2007 | 1.979 | 1.892 | 121 | 3.991 |
| Rights/ | ||||
| Goodwill | Licenses | Other | Total | |
| Cost | ||||
| Balance 1.1.2006 | 1.979 | 398 | 615 | 2.991 |
| Additions | 121 | 121 | ||
| Sales/Deletions | (77) | (77) | ||
| Balance 31.12.2006 | 1.979 | 398 | 659 | 3.035 |
| Accumulated amortization | ||||
| Balance 1.1.2006 | (586) | (586) | ||
| Additions | (41) | (41) | ||
| Sales/Deletions | 77 | 77 | ||
| Balance 31.12.2006 | (549) | (549) | ||
| Net Book Value 31.12.2006 | 1.979 | 398 | 109 | 2.486 |
The goodwill amounted to € 1.979 resulted from the acquisition of a further 5% of the subsidiary's share capital IATRIKI TECHNIKI S.A., a company that is operating in Greece in the sector of medical and surgical instrument production and trading, as well as of all kinds of sanitary/health equipment. The Group acquires the 56% of the share capital, while the buying-out of the further 5% that was typically completed in the last quarter of 2005, has been recognized according to the buy-out method and represents the difference between the paid up price and the fair value of the assets that were purchased as they were valuated at the respective transaction dates. From the progress of activities until now, no indications have arisen showing that the possibility of an impairment test must be examined.
The group in the a' six month period of 2006 acquired the rest 44% percentage and now owns 100% of the subsidiary's Iatriki Tehniki Share Capital .The amount required, for the acquisition of the 44%, of € 21.282, was not recognized as additional goodwill due to purchase method, but it reduced equally the consolidated Equity, as it arose from subsidiary purchase in which the group had already control.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Rights/ | |||
|---|---|---|---|
| Licenses | Other | Total | |
| Cost | |||
| Balance 1.1.2007 | 398 | 636 | 1.034 |
| Additions | 1.494 | 24 | 1.518 |
| Balance 30.6.2007 | 1.892 | 660 | 2.552 |
| Accumulated amortization | |||
| Balance 1.1.2007 | (527) | (527) | |
| Additions | (13) | (13) | |
| Balance 30.6.2007 | (540) | (540) | |
| Net Book Value 30 June 2007 | 1.892 | 120 | 2.011 |
| Rights/ | |||
| Licenses | Other | Total | |
| Cost | |||
| Balance 1.1.2006 | 398 | 615 | 1.012 |
| Additions | 98 | 98 | |
| Sales/Deletions | (77) | (77) | |
| Balance 31.12.2006 | 398 | 636 | 1.034 |
| Accumulated amortization | |||
| Balance 1.1.2006 | (586) | (586) | |
| Additions | (19) | (19) | |
| Sales/Deletions | 77 | 77 | |
| Balance 31.12.2006 | (527) | (527) | |
| Net Book Value 31.12.2006 | 398 | 109 | 506 |
The investments of the Company in subsidiaries at the 30th June 2007 are analyzed as follows:
| Participation | Acquisition cost | |
|---|---|---|
| Iatriki Techniki S.A. | 100,00% | 25.421 |
| Phisiotherapy center S.A | 33,00% | 19 |
| Axoniki Erevna S.A. | 50,50% | 545 |
| Erevna S.A | 51,00% | 503 |
| Hospital Affiliates International | 68,89% | 91 |
| Eurosite S.A | 100,00% | 8.335 |
| Ortelia Holdings | 99,99% | 1.039 |
| Medsana Buch | 100,00% | 33 |
| Medsana Srl | 78,90% | 517 |
| Athens Paediatrics Center | 58,30% | 169 |
| 36.672 | ||
| Impairment loss | (1.805) | |
| Balance | 34.867 |
The above-mentioned subsidiaries are consolidated, except from Athens Pediatrics Center SA, which is under liquidation procedure and its acquisition cost is totally deleted in the Company's retained earnings. The operation of this company was interrupted before the transition date, the assets and liabilities of its balance sheets are of minor significance and the liquidation procedure does not entail significant costs for the Company. Until the reporting date of the accompanying financial statements no final judicial decision has been issued for its dissolution and its final deletion from the S.A. register, in contradiction to the Prostate Institute and Electronystagmografiki S.A., which according to relative decisions of their residences' Prefectures have been deleted from the S.A. register. The acquisition costs of Prostate Institute and Electronystagmografiki S.A. were totally deleted in the Company's retained earnings and as a result their deletion from the company's financial statements had no effect in previous year's 2006 results.
The acquisition cost in Ortelia Holdings SA and in Medsana Srl has been completely deleted in the stand alone financial statements of the Company, according to the provisions of IAS 27 and 38. These companies, do not present any operation and their accounting value is greater of their recoverable amount. At the transition date in IFRS, an impairment test took place in the above mentioned investments, during which, it was attributed in Company's cash generating units. The recoverable amount, which in this case was the value of use, was lower than the carrying amount and the impairment loss arose and amounted to € 1.805, was charged against the retained earnings of 1st of January 2004.
These concern Company's investments in the capital share of the following companies in a percentage between 20% and 50% and in which no important influence is exercised.
| Percentage | Acquisition cost | |
|---|---|---|
| Medisoft S.A. | 45,00% | 132 |
| Interoptics S.A.(ex-In Health S.A.) | 27,33% | 340 |
| Aggiologiki Dierevnisi Ltd | 20,00% | 2 |
| Herodikos Ltd | 20,00% | 19 |
| 493 | ||
| Impairment loss | (493) | |
| Net carrying amount | 0 |
The carrying amount of the above companies is deleted in the Company's Equity at a time prior the transition date and the same classification is preserved since the 1st January 2004. The same goes with Nevrolitourgiki S.A., which according to a relevant decision of its residences' Prefecture has been deleted from the S.A. register. Due to the deletion of its acquisition cost to the company's retained earnings, its deletion from the company's financial statements had no effect in previous year's 2006 results.
It is noted that company In Health S.A. was merged through absorbtion from company Interoptics S.A. at 15 March 2005 and as a result group obtains a percentage of 27,33% on the capital of Interoptics S.A.in stead of 30,37% that was obtained on the capital of the absorbed company In Health S.A. Management for the preparation of the interim financial statements of period 1/1- 30/6/2007, did not reverse the impairment loss recognised on the acquisition cost of the investment on Interoptics S.A. .(ex-In Health S.A.) in the company's stand alone financial statements, according to IAS 39 § 66, but included it in its consolidated financial statements using the equity method according to IAS 28.
| (Percentage in equity of Medicafe and Interoptics-indirect participation- at | |
|---|---|
| 31/12/2006) | 223 |
| Gain from associates - Medicafe S.A. | 83 |
| Gain from associates – Interoptics S.A. | 61 |
| Dividends recognized by Medicafe S.A. (Note 10) | (91) |
| Total | 276 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The inventories are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Merchandise | 21 | 28 | ||
| Raw materials and consumable | ||||
| materials | 5.649 | 5.318 | 5.396 | 5.088 |
| Finished and semi-finished products | 45 | 45 | ||
| 5.715 | 5.391 | 5.396 | 5.088 |
The trade accounts receivable are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Trade debtors – open balances Checks receivable (postdated) & bills |
129.501 | 111.725 | 128.824 | 111.082 |
| receivable | 18.341 | 15.726 | 16.005 | 13.308 |
| Past due debtors Less: Provision for impairment (trade |
486 | 486 | 271 | 271 |
| debtors) | (3.223) | (3.018) | (3.223) | (3.018) |
| 145.105 | 124.919 | 141.877 | 121.643 |
The repayments and other receivables are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Advance payments for purchases | 9 | 12 | 5 | |
| Advances | 387 | 182 | 310 | 121 |
| Other accounts receivable | 10.156 | 11.461 | 8.613 | 9.689 |
| Short-term receivables from associates | 15 | 29 | 8.376 | 3.897 |
| Other debtors | 7.010 | 1.599 | 7.108 | 1.577 |
| 17.577 | 13.283 | 24.412 | 15.284 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The cash and cash equivalents are analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | ||
| Cash in hand | 832 | 788 | 805 | 752 | |
| Deposits (sight and time) | 8.135 | 8.026 | 6.021 | 5.472 | |
| 8.967 | 8.814 | 6.826 | 6.224 |
The bank deposits are lent at interest with floating interest rates based on the monthly interest rates of bank deposits. The income from sight and time bank deposits interest is recognized in accrual basis of accounting.
The share capital of the Company in 30th June 2007, consists of 86.735.980 common nominal shares, with nominal value € 0,31 each.
According to the 1st and 18th December 2006, decisions of the Extraordinary and A' Repeated Extraordinary General Assembly of Stockholders, the increase of the Share Capital was decided, with cash deposit and abolish the old Stockholder's preference premium, amendmend of article 5 of constitution and its coding. Specifically the increase of the Share Capital was decided amounted to 852.500,00 Euro, with the issuance of 2.750.000 new common nominal shares of nominal value 0,31 Euro, each and a disposal value of 1,95 Euro per share. The total issuance income came up to 5.362.500 Euros and the difference between nominal value of each share and its disposal value amounted to 4.510.000 Euros, was recognized as a special reserve due to Share premium issuance, according to the Law and the Articles of Association. After 17/5/2007, the new shares negotiate in the Stock Market and will be entitled to dividend of year's 2006 profits.
The Company's shares are publicly traded on the Athens Stock Exchange (main market).
According to the Shareholders Record of the Company, in the 30th of June 2007, the shareholders with a holding a percentage in the Company greater than 2 % were the following:
| Number of shares acquired |
% 30th June 2007 |
|
|---|---|---|
| G. Apostolopoulos Holdings S.A. | 27.833.843 | 32,09% |
| Asklepios International Gmbh | 26.649.532 | 30,73% |
| 2S Banca Milano | 2.418.127 | 2,79% |
| Morgan Stanley and Co International PLC UBS Ag London branch –International prime |
3.663.720 | 4,22% |
| brokerage client account | 3.353.157 | 3,87% |
| Free float <2% | 22.817.601 | 26,30% |
| 86.735.980 | 100,000% |
The share premium of the Company resulted from the period of 1991 until the period of 2002, with a total amount of € 15.267, by the issuing of shares against cash, in value greater than their nominal value. After the Share Caital increase mentioned above, share premium of the Company at 30th June 2007 comes up to 19.777 thousand.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The legal, tax free and special reserves are analyzed as follows:
| 30/6/2007 | 31/12/2006 | |
|---|---|---|
| Legal reserve | 7.341 | 7.313 |
| Less: Impairment of investments | (3.039) | (3.039) |
| Tax free and specially taxed reserves | 70.649 | 70.649 |
| Other | 462 | 473 |
| 75.413 | 75.396 |
| 30/6/2007 | 31/12/2006 | |
|---|---|---|
| Legal reserve | 6.835 | 6.835 |
| Less: Impairment of investments | (3.039) | (3.039) |
| Tax free and specially taxed reserves | 70.548 | 70.548 |
| Other | 440 | 440 |
| 74.784 | 74.784 |
Legal Reserve: According to the Greek Company law, the companies are obliged to form at least 5% of their annual net profits, as they are represented in the accounting books, in legal reserve, until the accumulated amount of the legal reserve reaches at least the 1/3 of the capital share. The above-mentioned reserve cannot be distributed during the operation of the Company.
Tax free and Specially Taxed Reserves: The untaxed and specially taxed reserves represent interest income, which are tax free or taxed by 15% at their source. The particular income is not taxable under the condition that adequate profits exist, from which respective untaxed reserves can be formed. According to the Greek tax legislation, this reserve is excluded from income tax, under the condition that it will not be distributed to the shareholders. The Company does not intend to distribute the particular reserve and thus it has not proceeded to the estimation of deferred income tax that would have been necessary in the case of reserve distribution.
Special Reserves: The special reserves have been formed based on the decisions of the shareholders' General Assemblies. The Company does not intend to distribute the particular reserves.
| The Group | The Company | ||||
|---|---|---|---|---|---|
| Non-current loans | 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Syndicated bank loan | 16.761 | 29.029 | 16.761 | 28.922 | |
| Finance leases | 8.263 | 8.726 | 8.184 | 8.624 | |
| 25.024 | 37.755 | 24.945 | 37.546 | ||
| Current loans | |||||
| Bank loans | 82.757 | 72.813 | 77.448 | 68.047 | |
| Non-current loans payable within the | |||||
| next 12 months | 25.130 | 24.328 | 25.072 | 24.322 | |
| Finance leases | 1.195 | 1.918 | 1.147 | 1.864 | |
| Other loans (factoring) | 6.714 | 9.055 | 6.714 | 9.055 | |
| 115.796 | 108.114 | 110.381 | 103.288 | ||
| Total of loans due | 140.820 -29- |
145.869 | 135.326 | 140.834 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Group | The Company | |||
|---|---|---|---|---|
| Maturity of non-current loans | 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 |
| Between 1 & 2 years | 16.761 | 24.429 | 16.761 | 24.322 |
| Between 2 & 5 years | 4.600 | 4.600 | ||
| Over 5 years | ||||
| 16.761 | 29.029 | 16.761 | 28.922 |
The Group's borrowing mainly concerns the Syndicated Loan, with initial amount of € 102.700.00,00, according to the Syndicated Loan contract from the 21/12/2001, with the Bank "ALPHA BANK" as a manager and lender Banks the following: GENERAL, NATIONAL, COMMERCIAL, EFG EUROBANK ERGASIAS, HVB FINANCE LONDON LTD, and SG FINANCIAL SERVICES. According to the contract, the purpose of this loan was the refunding of existing borrowing by the amount of € 88.000.000 (85,69%) and investments in fixed assets by of the amount of € 14.699.999,99 (14,31%). The loan's duration is seven years. The loan's payment in full, in 9 six-month installments has started in 28/12/2004 and will be completed in 28/12/2008. The interests concerning the above-mentioned loan are estimated according to the Euribor interest rate plus a margin of 1,40%.
The current bank loans are received by the Company and its subsidiaries for serving their needs in working capital. The relevant interest rates vary from 5,2% to 5,6%.
The loan cost has charged the year's results according to accrual basis principle.
The liabilities that result from leases concern the leasing of buildings, that arose from the sale and lease back of Company's land building and mechanical – hospital equipment. The liabilities to the lessor are analyzed as follows:
Leasing Liabilities - Minimum payments of leases:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Up to one year | 1.657 | 2.404 | 1.605 | 2.344 |
| Between 2 & 5 years | 4.671 | 4.970 | 4.585 | 4.858 |
| After 5 years | 5.524 | 5.904 | 5.524 | 5.904 |
| Total | 11.853 | 13.278 | 11.714 | 13.106 |
| Future finance charges on finance | ||||
| leases | (2.395) | (2.634) | (2.383) | (2.618) |
| Present value of lease liability | 9.458 | 10.644 | 9.332 | 10.488 |
The present value of the leasing liabilities is the following:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | ||
| Until one year | 1.196 | 1.918 | 1.148 | 1.864 | |
| From 2 to 5 years | 3.319 | 3.540 | 3.241 | 3.438 | |
| After 5 years | 4.943 | 5.186 | 4.943 | 5.186 | |
| 9.458 | 10.644 | 9.332 | 10.488 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
Over the leased assets ownership retention exists, which will stay in force until the ending of the leasing period and the payment in full of the leases.
There are no other guaranties and commitments of ownership or use over the fixed assets and the other assets of the Group.
The movement in the government grants during the year ended in 30th of June 2007 and the year ended in 31st December 2006 was the following:
| The Group | The Company | |
|---|---|---|
| Balance 1.1.2006 | 71 | 53 |
| Additions | ||
| Depreciation | (35) | (18) |
| Balance 31.12.2006 | 36 | 35 |
| The Group | The Company | |
| Balance 1.1.2007 | 36 | 35 |
| Additions | - | - |
| Depreciation | - | - |
(a) Government Insurance Programs: The contributions of the Company and the Group to the insuring funds for the period ended in 30th June 2007, were recognized as expenses and amounted to € 6.930 thousand and € 7.162 thousand respectively.
(b) Provision for retirement indemnities: According to the Greek employment legislation, the employees entitled to receive compensation in case of dismissal or retirement, the amount of which varies depending on the salary, the years of service and the type of retirement (dismissal or pensioning) of the employee. Employees that resign or get dismissed with a justification are not entitled to receive compensation. The payable compensation in case of retirement equals the 40% of the compensation that would have been payable in case of an unjustified dismissal. In Greece, according to the local practice, these programs are not granted. The Company debits to the results for the accrued benefits in every period with a relevant rise of the pensioning liability. The payments of the benefits performed to the pensioners every period are charged against this liability.
The movement of the net liability in the accompanying balance sheets of the Company and the Group is the following:
| The Company | 30th June 2007 |
31st December 2006 |
|---|---|---|
| Net liability at the beginning of period | 11.759 | 10.194 |
| Actual benefits paid by the Company Expense recognized in the income statement (Note 6) |
(70) 1.014 |
(194) 1.759 |
| Net liability at the end of the period | 12.703 | 11.759 |
| The Group | 30th June 2007 |
31st December 2006 |
| Net liability at the beginning of period | 11.847 | 10.258 |
| Actual benefits paid by the Company Expense recognized in the income statement (Note 6) |
(70) 1.019 |
(233) 1.822 |
| Net liability at the end of the period |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
An international firm of independent analogists/actuaries evaluated the Company's liabilities arising from the obligation to pay retirement indemnities.
The details and principal assumptions of the actuarial study as at 30tht of June 2007 and 31st of December 2006 is the following:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 30th June 2007 |
31st December 2006 |
30th June 2007 |
31st December 2006 |
||
| Present Value of un funded obligations | 14.758 | 14.670 | |||
| Unrecognized actuarial net loss | (2.911) | (2.911) | |||
| Net liability in Balance Sheet | 11.847 | 11.759 | |||
| Components of net periodic pension cost: | |||||
| Service cost | 700 | 1.321 | 695 | 1.258 | |
| Interest cost | 257 | 410 | 257 | 410 | |
| Actuarial losses | 62 | (22) | 62 | (22) | |
| Regular charge to operations/results | 1.019 | 1.709 | 1.014 | 1.646 | |
| Additional cost of extra benefits | 113 | 113 | |||
| Total charge to operations/results | 1.019 | 1.822 | 1.014 | 1.759 | |
| Reconciliation of benefit obligation: | |||||
| Net liability at start of period | 11.847 | 10.258 | 11.759 | 10.194 | |
| Service cost | 700 | 1.321 | 695 | 1.258 | |
| Interest cost | 257 | 410 | 257 | 410 | |
| Benefits paid | (70) | (233) | (70) | (194) | |
| Additional cost of extra benefits | 113 | 113 | |||
| Actuarial losses | 62 | (22) | 62 | (22) | |
| Present value of obligation at the end of the period |
12.796 | 11.847 | 12.703 | 11.759 | |
| Principal assumptions: Discount rate Rate of compensation increase |
2006-2007 4.1% 4.2% |
||||
| Increase in consumer price index | 2.5% |
The additional cost of extra benefits relates to benefits paid to employees, who became redundant. Most of these benefits were not expected within the terms of this plan and accordingly, the excess of benefit payments over existing reserves have been treated as an additional pension charge.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The trade accounts payable are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Suppliers | 83.321 | 77.761 | 96.980 | 88.039 |
| Checks outstanding and bills payable (postdated) | 11.266 | 8.689 | 9.932 | 7.656 |
| 94.587 | 86.450 | 106.912 | 95.695 |
The amount represented in the accompanying consolidated balance sheet is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30/6/2007 | 31/12/2006 | 30/6/2007 | 31/12/2006 | |
| Customers' advances | 5 | 10 | 5 | 10 |
| Obligations to associates | 34 | 34 | 34 | 34 |
| Sundry creditors | 6.870 | 5.320 | 6.677 | 5.048 |
| Insurance and pension contributions payable | 2.907 | 3.674 | 2.864 | 3.583 |
| Accrued expenses | 1.912 | 202 | 1.911 | 194 |
| Dividends | 5.214 | 12 | 5.214 | 12 |
| Other | 1.440 | 1.131 | 1.074 | 1.086 |
| 18.382 | 10.383 | 17.779 | 9.967 |
The Company and its subsidiaries are related to the following legal and natural persons:
due to the majority of shares acquisition in its capital with Mr. Georgios Apostolopoulos and the legal persons or other business activities he is related with :
with its subsidiaries including their main shareholders and the members of their Boards of Directors with the members of the Company's Board of Directors.
The transactions with its subsidiaries are mainly concerning the provision of commercial services, as well as the purchasing and selling of goods. The transactions are realized within the normal operating framework of the Company.
The relative balances receivable from associates are not covered by securities, mortgages and their payment in full is conducted by cash payment within the time limits agreed between the companies in question. The Management of the Company does not regard that a provision/allowance for a possible non-collection of its subsidiary related receivables is needed; hence no provision/allowance for doubtful debtors against these receivables is formed.
The balances receivable/(payable) of the related party accounts of the Group are as follows:
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| COMPANY | |||||
|---|---|---|---|---|---|
| DEBTORS | LIABILITIES | INCOME | SALES | ||
| ATHENS MEDICAL CENTER S.A | 0 | 0 | 0 | 0 | |
| IATRIKI TECHNIKI S.A. | 0 | 30.413 | 0 | 11.658 | |
| EREVNA S.A. | 0 | 374 | 0 | 0 | |
| AXONIKI EREVNA S.A. | 0 | 0 | 0 | 0 | |
| PHYSIOTHERAPY CENTER S.A. | 0 | 222 | 108 | 357 | |
| MEDSANA BUCHAREST MEDICAL CENTER | 0 | 0 | 0 | 0 | |
| MEDSANA SRL | 0 | 0 | 0 | 0 | |
| ORTELIA HOLDINGS | 1.676 | 0 | 0 | 0 | |
| EUROSITE | 2.057 | 0 | 0 | 0 | |
| HOSPITAL AFFILLIATES INTERNATIONAL S.A. | 315 | 0 | 0 | 0 | |
| TOTAL | 4.048 | 31.009 | 108 | 12.015 |
| The Group | The Company | |||||||
|---|---|---|---|---|---|---|---|---|
| Receivables | Liabilities | Income | Purchases | Receivables | Liabilities | Income | Purchases | |
| G. APOSTOLOPOULOS | ||||||||
| Holdings | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| IKODOMIKI | ||||||||
| EKMETALEFTIKI S.A. | 6 | 0 | 0 | 0 | 3 | 0 | 0 | 0 |
| LA VIE Assurance | 1.894 | 64 | 1.053 | 48 | 1.894 | 63 | 1.053 | 46 |
| SYCHRONI | ||||||||
| ECHODIAGNOSI | 0 | 27 | 0 | 0 | 0 | 27 | 0 | 0 |
| PROSTATE INSTITUTE | ||||||||
| KORINTHIAKOS | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| RYTHMOS | 0 | 2.352 | 0 | 103 | 0 | 2.243 | 0 | 42 |
| HERODIKOS Ltd | 41 | 2 | 0 | 0 | 41 | 2 | 0 | 0 |
| QUS ATH. CENTER OF | ||||||||
| ENVIRONMENT | 85 | 0 | 0 | 0 | 85 | 0 | 0 | 0 |
| TRADOR A.E. | 19 | 0 | 0 | 0 | 19 | 0 | 0 | 0 |
| AGGEIOLOGIKI | ||||||||
| DIEREVNISI S.A. | 0 | 7 | 0 | 0 | 0 | 7 | 0 | 0 |
| ATHENS PAEDIATRICS | ||||||||
| CENTER | 15 | 0 | 0 | 0 | 15 | 0 | 0 | 0 |
| ELECTRONYSTAGMOGR | ||||||||
| AFIKI S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| NEVROLITOURGIKI S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MEDISOFT | 190 | 0 | 0 | 0 | 190 | 0 | 0 | 0 |
| MEDICAFE CATERING | ||||||||
| SERVICES S.A. | 9 | 0 | 51 | 0 | 9 | 0 | 51 | 0 |
| DOMINION INSURANCE | ||||||||
| BROKERAGE S.A. | 0 | 20 | 0 | 16 | 0 | 19 | 0 | 15 |
| INTEROPTIKS SA | ||||||||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 2.259 | 2.471 | 1.104 | 166 | 2.256 | 2.360 | 1.104 | 104 |
| The Group | The Company | |||||||
| Obligations to executives and members | ||||||||
| of the Board | 200 | 200 | ||||||
| Compensations of executives and | ||||||||
| members of the Board | 3.113 | 2.590 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
According to the provisions of the greek legislation for companies , they are obliged to distribute every year dividend, that corresponds at least to the 35% of the profits after taxes and the formation of the legal reserve or at least the amount that reflects the 6% of the share capital, any greater than two. The non distribution of dividends depends on the approval of the total shareholder company's equity. The greek company legislation requires specific terms for the profit distribution to be satisfied , which are:
a) Any distribution of dividend is not valid if the company's equity as that appears on the balance Sheet after the distribution is lees than equity plus the non distributive reserves
b) Any distribution of dividend is not valid, if the balance of the formation expenses is greater than the extraordinary reserves plus the retained earnings
At 27 March 2006, the Board of Directors proposed Dividend amounted to € 0,06 per share . This proposition of the Board of Directors was approved by the annual General Assembly of the Shareholders at 29/6/2007.
The Company is involved (in its capacity as defendant and as plaintiff) in various lawsuits and legal amperages in the framework of its normal operation. The Management, as well as its legal advisors estimates that all the pending cases are expected to be settled without any significant negative repercussions on the consolidated financial position of the Company or in the results of its operation.
The 30th of June 2007 the Group and the Company had various agreements of operational lease, concerning the renting of buildings and transportation equipment and they end in several dates.
The renting expenses are included in the accompanying consolidated income statement of the period ended in the 30th of June 2007 and they amount to € 1.002 thous.
The minimum future payable rental leases based on non-reversible contracts of operational leases in 30th of June 2007 are as follows:
| Commitments from operational leases: | The Group | The Company |
|---|---|---|
| Within one year | 1.999 | 1.649 |
| 2-5 years | 6.085 | 5.647 |
| After 5 years | 3.279 | 2.905 |
| 11.363 | 10.201 |
The Group in 30th of June 2007 had the following contingent liabilities:
Had issued letters of guarantee for good performance for a total amount of € 202 thousand.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
According to the 14/7/2007 decision of A' Repeated Extraordinary General Assembly of Stockholders concerning the bond loan up to 150 mil. euro, the company received an amount of 120 mil. euro. From this amount 114,5 mil. were used for the refunding of the existing syndicated loan as well as of almost all short term borrowings.
| THE PRESIDENT OF THE BOD |
THE CHIEF EXECUTIVE OFFICER |
THE GROUP CFO | THE PARENT CFO | THE CHIEF ACCOUNTANT |
|---|---|---|---|---|
| GEORGIOS B. APOSTOLOPOULOS |
VASSILIOS G. APOSTOLOPOULOS |
NIKOS Η. KATSIBRAKIS | PETROS D. ADAMOPOULOS |
PANAGIOTIS X. KATSICHTIS |
| ID NUMBER Σ 100951 |
ID NUMBER. Ξ 350622 |
ID NUMBER AB253885 |
ID NUMBER Μ 253394 |
ID NUMBER. ΑΒ 052569 O.E.E. Rank No.17856 Classification A' |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Company's name | Company's location country |
Activity | Participation (%) |
Tax audited years |
|---|---|---|---|---|
| IATRIKI TECHNIKI S.A. | GREECE | Sale of Medical Tools & Sanitary/Health Equipment |
100,00% | 2003-2006 |
| EREVNA S.A. | GREECE | Diagnostic & Therapeutic Center | 51,00% | 2007 |
| AXONIKI EREVNA S.A. | GREECE | Diagnostic Center | 50,50% | 2007 |
| PHYSIOTHERAPY AND SPORTS INJURY TREATMENT CENTER S.A. |
GREECE | Physiotherapy & Sport Injury Restoration/Treatment Services |
33,00% | 2003-2006 |
| HOSPITAL AFFILIATES INTERNATIONAL |
GREECE | Organization & Administration of Hospitals and Clinics. |
68,89% | 2001-2006 |
| MEDSANA BMC | ROMANIA Diagnostic Center | 100,00% | 1997-2006 | |
| MEDSANA SRL | ROMANIA Diagnostic Center | 78,90% | 1997-2006 | |
| EUROSITE HEALTH SERVICES S.A. |
GREECE | Establishment & Operation of Hospitals and Clinics |
100,00% | 2003-2006 |
| ORTELIA HOLDINGS | CYPRUS | Establishment, Organization & Operation of Hospitals and Clinics |
99,99% | 1998-2006 |
| MEDICAFE S.A. | GREECE | Pastry shop-buffet | 55% | 2003-2006 |
| INTEROPTICS S.A. | GREECE | Trade & services of publication and electronic information & information systems |
27,33% | 2005-2006 |
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