Annual / Quarterly Financial Statement • Sep 30, 2015
Annual / Quarterly Financial Statement
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Interim Financial Statements According to the International Financial Reporting Standards (IFRS)
Mar. 2006
SIDENOR STEEL PRODUCTS MANUFACTURING COMPANY S.A.
2-4 Mesogheion Ave.
Athens
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.
Mar. 2006
| Table of contents Balance Sheet |
Page 3 |
|
|---|---|---|
| Income Statement | 4 | |
| Statement of changes in equity | 5 | |
| Cash Flow Statement | 6 | |
| 1. | General information | 7 |
| 2. | Overview of significant accounting policies | 7 |
| 3 | Financial risk management | 15 |
| 4 | Critical accounting estimates and judgements of the Administration | 16 |
| 5 | Segment Information | 17 |
| 6 | Investments in associates | 18 |
| 7 | Investments in companies that are consolidated with Full Consolidation method | 19 |
| 8 | Derivatives | 20 |
| 9 | Bank Loans | 21 |
| 10 | Finance Lease | 21 |
| 11 | Operating Cash Flows | 22 |
| 12 | Commitments | 23 |
| 13 | Contingent Liabilities - Receivables | 24 |
| 14 | Existing collateral assets | 24 |
| 15 | Related Parties | 25 |
| 16 | Earnings per share | 26 |
| 17 | Non-audited Fiscal Years | 27 |
| 18 | Number of Personnel | 27 |
| 19 | Events after the Balance Sheet date | 27 |
| Amounts in € Note 31/3/2006 31/12/2005 31/3/2006 31/12/2005 ASSETS Non-current assets Land & Buildings 259.269.086 260.983.774 47.601.116 47.881.187 Machinery 443.016.904 446.070.276 92.342.014 92.406.795 Other Fixed Assets 35.150.753 31.799.654 3.264.828 3.770.803 Intangible assets 170.381 213.087 27.039 30.283 Investments in associates 17.733.019 17.665.947 5.836.460 5.836.460 6 Investments in subsidiaries - - 193.471.981 192.703.801 7 Available for sale financial assets 1.589.761 1.555.166 1.441.147 1.406.537 Deferred income tax assets 432.425 325.314 - - Derivative financial instruments 178.452 - - - 8 Other receivables 4.031.224 4.085.802 1.234.014 1.262.415 761.572.005 762.699.021 345.218.597 345.298.280 Current Assets Inventories 273.445.581 276.981.244 75.734.756 74.027.032 Trade and other receivables 281.157.891 254.670.552 165.384.003 145.574.368 Derivative financial instruments 244.656 160.812 - - 8 Financial assets in fair value through profit and loss statement 968.074 1.002.873 - - Cash and cash equivalents 11.107.541 18.389.841 968.611 7.864.506 566.923.743 551.205.323 242.087.370 227.465.905 Total assets 1.328.495.748 1.313.904.344 587.305.967 572.764.186 EQUITY Capital and reserves attributable to the Company's equity holders Share capital 39.157.717 39.157.717 39.157.717 39.157.717 Share premium 118.091.070 118.091.070 118.091.070 118.091.070 Exchange differences -66.797 -35.859 - - Other reserves 86.546.818 84.384.022 53.824.376 53.627.983 Retained earnings/(losses) 167.638.663 155.906.311 65.548.635 62.357.376 Total 411.367.471 397.503.261 276.621.798 273.234.146 Minority interest 107.936.701 104.049.509 - - Total equity 519.304.172 501.552.770 276.621.798 273.234.146 LIABILITIES Non-current liabilities Bank Borrowings 354.546.424 359.589.540 161.068.183 164.068.183 9 Obligations under financial lease 1.386.914 1.844.730 - - 10 Derivative financial instruments 617.114 1.344.199 558.977 820.835 8 Deferred income tax liabilities 83.705.477 81.399.308 23.568.432 23.671.909 Retirement benefit obligations 4.909.172 5.680.325 1.768.546 1.772.579 Grants 15.822.796 16.152.065 529.514 561.082 Provisions 4.713.387 3.990.417 - - Other liabilities 750.000 - - - 466.451.284 470.000.584 187.493.652 190.894.587 Current liabilities Trade and other payables 146.015.029 126.520.535 50.835.043 25.997.773 Current income tax liabilities 5.830.846 1.715.999 3.890.202 700.202 Bank Borrowings 187.812.062 208.454.958 68.465.272 81.937.478 9 Obligations under financial lease 1.803.326 1.789.668 - - 10 Derivative financial instruments 138.689 2.679.909 - - 8 Provisions 1.140.340 1.189.922 - - 342.740.292 342.350.991 123.190.517 108.635.453 Total liabilities 809.191.576 812.351.575 310.684.169 299.530.041 Total equity and liabilities 1.328.495.748 1.313.904.344 587.305.967 572.764.186 |
CONSOLIDATED | COMPANY | ||
|---|---|---|---|---|
The notes on pages 6 to 27 constitute an integral part of these interim financial statements.
| CONSOLIDATED | COMPANY | |||||
|---|---|---|---|---|---|---|
| Ammounts in Euro | Note | 1/1/2006 - 31/1/2006 | 1/1/2005 - 31/3/2005 | 1/1/2006 - 31/1/2006 | 1/1/2005 - 31/3/2005 | |
| Sales | 5 | 277.127.526 | 201.359.272 | 71.985.816 | 100.792.582 | |
| Cost of sales | -223.324.249 | -162.118.784 | -57.512.326 | -91.008.889 | ||
| Gross profit | 53.803.277 | 39.240.488 | 14.473.490 | 9.783.692 | ||
| Selling & Marketing cost | -22.222.062 | -19.129.953 | -3.890.640 | -5.548.729 | ||
| Administrative expenses | -7.953.856 | -9.309.960 | -2.328.739 | -2.282.333 | ||
| Other operating income - net | 3.821.886 | 3.053.212 | 133.079 | 1.398.777 | ||
| Operating profit | 27.449.245 | 13.853.787 | 8.387.189 | 3.351.407 | ||
| Finance costs - net | -6.460.822 | -6.560.005 | -2.418.562 | -2.383.784 | ||
| Dividents Income | - | - | 243.690 | - | ||
| Share of profit of associates | 26.090 | - | - | - | ||
| Profit before income tax | 21.014.514 | 7.293.782 | 6.212.317 | 967.623 | ||
| Income tax expense | -5.318.138 | - | - | - | ||
| Profit for the year from continued operations | 15.696.376 | 7.293.782 | 6.212.317 | 967.623 | ||
| Attributable to: | ||||||
| Company's shareholders | 12.000.647 | 5.665.932 | 3.191.259 | 626.196 | ||
| Minority interest | 3.695.729 | -816.404 | - | - | ||
| 15.696.376 | 4.849.528 | 3.191.259 | 626.196 | |||
| Shares per profit to the shareholders for period expressed in € per share after taxes |
||||||
| Basic and reduced | 16 | 0,126 | 0,059 | 0,033 | 0,007 | |
| Depreciations in period | 12.360.806 | 11.974.896 | 2.555.980 | 2.508.641 |
The notes on pages 6 to 27 constitute an integral part of these interim financial statements.
| Reserves of fair | Translation | Interests | Equity | |||||
|---|---|---|---|---|---|---|---|---|
| Amounts in € | Share capital | value | Other reserves | Retained earnings | Differences | Total | ||
| CONSOLIDATED | ||||||||
| Balance at 1st of January 2004 | 157.166.163 | - | 60.798.798 | 179.549.345 | -244.738 | 397.269.568 | 100.672.581 | 497.942.148 |
| IAS 32-39 Adoption | - | -2.260.998 | - | - | - | -2.260.998 | -535.280 | -2.796.278 |
| Balance at 1st of January 2005 | 157.166.163 | -2.260.998 | 60.798.798 | 179.549.345 | -244.738 | 395.008.570 | 100.137.301 | 495.145.870 |
| Currency translation differences | - | - | - | - | 76.839 | 76.839 | - | 76.839 |
| Profit or loss recognised directly to equity | - | -547.431 | - | - | - | -547.431 | -124.014 | -671.445 |
| Net profit for the period | - | - | - | 5.665.932 | - | 5.665.932 | -816.404 | 4.849.528 |
| Total of recognised net profit of period | - | -547.431 | - | 5.665.932 | 76.839 | 5.195.340 | -940.418 | 4.254.922 |
| Buy -sell of own shares | 82.624 | - | - | - | - | 82.624 | - | 82.624 |
| Raise in % at participation in subsidiaries | - | - | 1.561.582 | -5.869.857 | - | -4.308.276 | 4.422.434 | 114.159 |
| 82.624 | - | 1.561.582 | -5.869.857 | - | -4.225.652 | 4.422.434 | 196.782 | |
| Balance at 31 March 2005 | 157.248.787 0 |
-2.808.429 0 |
62.360.379 0 |
179.345.419 0 |
-167.899 0 |
395.978.258 0 |
103.619.317 0 |
499.597.575 0 |
| Balance at 31 March 2005 | 157.248.787 | -2.808.429 | 62.360.379 | 179.345.419 | -167.899 | 395.978.258 | 103.619.317 | 499.597.575 |
| Currency translation differences | - | - | - | - | 132.040 | 132.040 | - | 132.040 |
| Profit or loss recognised directly to equity | - | 467.519 | - | - | - | 467.519 | 102.732 | 570.251 |
| Net profit for the period | - | - | - | 10.622.653 | - | 10.622.653 | 2.065.073 | 12.687.725 |
| Total of recognised net profit of period | - | 467.519 | - | 10.622.653 | 132.040 | 11.222.212 | 2.167.804 | 13.390.016 |
| Issue of share capital | - | - | - | - | - | - | 214.499 | 214.499 |
| Raise in % at participation in subsidiaries | - | - | 196 | -146.741 | - | -146.546 | -19.991 | -166.537 |
| Transfer of reserves | - | - | 24.364.357 | -24.364.357 | - | - | - | - |
| Divident | - | - | - | -9.550.663 | - | -9.550.663 | -1.932.120 | -11.482.783 |
| - | - | 24.364.553 | -34.061.761 | - | -9.697.209 | -1.737.612 | -11.434.821 | |
| Balance at 31 December 2005 | 157.248.787 | -2.340.910 | 86.724.932 | 155.906.311 | -35.859 | 397.503.261 | 104.049.509 | 501.552.770 |
| Balance at 1st of January 2006 | 157.248.787 | -2.340.910 | 86.724.932 | 155.906.311 | -35.859 | 397.503.261 | 104.049.509 | 501.552.770 |
| Currency translation differences | - | - | - | - | -30.938 | -30.938 | -30.938 | |
| Profit or loss recognised directly to equity | - | 2.064.654 | - | - | - | 2.064.654 | 583.297 | 2.647.951 |
| Net profit for the period | - | - | - | 12.000.647 | - | 12.000.647 | 3.695.729 | 15.696.376 |
| Total of recognised net profit of period | - | 2.064.654 | - | 12.000.647 | -30.938 | 14.034.363 | 4.279.026 | 18.313.389 |
| Raise in % at participation in subsidiaries | - - |
-6.166 -6.166 |
104.307 104.307 |
-268.294 -268.294 |
- - |
-170.152 -170.152 |
-391.834 -391.834 |
-561.986 -561.986 |
| COMPANY | ||||||||
| Balance at 31 December 2004 | 157.248.787 | - | 46.220.134 | 69.392.182 | - | 272.861.103 | - | 272.861.103 |
| IAS 32-39 Adoption | - | -742.668 | - | - | - | -742.668 | - | -742.668 |
| Balance at 1st of January 2005 | 157.248.787 | -742.668 | 46.220.134 | 69.392.182 | - | 272.118.435 | - | 272.118.435 |
| Profit or loss recognised directly to equity | - | -116.190 | - | - | - | -116.190 | - | -116.190 |
| Net profit for the period | - | - | - | 626.196 | - | 626.196 | - | 626.196 |
| Total of recognised net profit of period | - | -116.190 | - | 626.196 | - | 510.006 | - | 510.006 |
| Balance at 31 March 2005 | 157.248.787 0 |
-858.858 0 |
46.220.134 0 |
70.018.378 0 |
- 0 |
272.628.441 0 |
- 0 |
272.628.441 0 |
| Balance at 31 March 2005 | 157.248.787 | -858.858 | 46.220.134 | 70.018.378 | - | 272.628.441 | - | 272.628.441 |
| Profit or loss recognised directly to equity | - | 243.231 | - | - | - | 243.231 | - | 243.231 |
| Net profit for the period | - | - | - | 9.913.136 | - | 9.913.136 | - | 9.913.136 |
| Total of recognised net profit of period | - | 243.231 | - | 9.913.136 | - | 10.156.367 | - | 10.156.367 |
| Transfer of reserves | - | - | 8.023.475 | -8.023.475 | - | - | - | - |
| Divident | - | - | - | -9.550.663 | - | -9.550.663 | - | -9.550.663 |
| - | - | 8.023.475 | -17.574.138 | - | -9.550.663 | - | -9.550.663 | |
| Balance at 31 December 2005 | 157.248.787 | -615.627 | 54.243.609 | 62.357.376 | - | 273.234.146 | - | 273.234.146 |
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Balance at 1st of January 2006 | 157.248.787 | -615.627 | 54.243.609 | 62.357.376 | - | 273.234.146 | - | 273.234.146 |
| Profit or loss recognised directly to equity | - | 196.394 | - | - | - | 196.394 | - | 196.394 |
| Net profit for the period | - | - | - | 3.191.259 | - | 3.191.259 | - | 3.191.259 |
| Total of recognised net profit of period | - | 196.394 | - | 3.191.259 | - | 3.387.653 | - | 3.387.653 |
| Balance at 31 March 2006 | 157.248.787 | -419.233 | 54.243.609 | 65.548.635 | - | 276.621.799 | - | 276.621.798 |
The notes on pages 6 to 27 constitute an integral part of these interim financial statements.
| Note | CONSOLIDATED | COMPANY | ||||
|---|---|---|---|---|---|---|
| Amounts in € | 1/1/2006 - 31/1/2006 | 1/1/2005 - 31/3/2005 | 1/1/2006 - 31/1/2006 | 1/1/2005 - 31/3/2005 | ||
| Cash flows from operating activities | ||||||
| Cash generated from operations | 11 | 37.993.218 | -3.618.403 | 12.733.778 | 7.005.233 | |
| Interest paid | -6.165.387 | -8.072.617 | -966.163 | -1.169.122 | ||
| Income tax paid | - | - | - | - | ||
| Net cash generated from operating activities | 31.827.831 | -11.691.020 | 11.767.615 | 5.836.110 | ||
| Cash flows from investing activities | ||||||
| Purchase of property, plant and equipment (PPE) | -11.071.709 | -8.992.582 | -1.670.241 | -380.361 | ||
| Purchase of intangible assets | - | -173.094 | - | - | ||
| Proceeds from sale of PPE | 107.683 | 663.040 | - | 555.837 | ||
| Dividends received | - | 132.501 | 243.690 | 870.869 | ||
| Acquisition of other investments/available for sale investments | -34.610 | - | -34.610 | -997 | ||
| Acquisition of financial assets at fair value through profit and loss | - | 536.497 | - | - | ||
| Disposals of financial assets at fair value through profit and loss | 49.999 | - | - | - | ||
| Interest received | 70.051 | 109.185 | 302 | - | ||
| Raise in participation to subsidiaries | -603.603 | -39.246 | -768.180 | -12.183.632 | ||
| Other | -14.549 | - | - | -7.123 | ||
| Net cash generated from investing activities | -11.496.738 | -7.763.697 | -2.229.039 | -11.145.407 | ||
| Cash flows from financing activities | ||||||
| Issue of ordinary shares | - | 77.760 | - | - | ||
| Sale/(purchase) of treasury shares | - | 82.624 | - | - | ||
| Dividends paid to parent company's shareholders | - | -6.084 | - | -6.084 | ||
| Borrowings received | 34.946.958 | 41.156.222 | - | 14.005.745 | ||
| Repayment of borrowings | -60.649.039 | -13.270.602 | -16.472.206 | -7.295.262 | ||
| Changes in leasing capital | -444.158 | -2.021.032 | - | - | ||
| Dividends paid to minority interests | -1.622.388 | -935.965 | - | - | ||
| Other | 98.111 | - | 37.735 | - | ||
| Net cash generated from financing activities | -27.670.516 | 25.082.923 | -16.434.471 | 6.704.399 | ||
| Net decrease or raise in cash and cash equivalents | -7.339.423 | 5.628.206 | -6.895.895 | 1.395.102 | ||
| Cash and cash equivalents at beginning of the period | 18.389.841 | 16.880.226 | 7.864.506 | 879.202 | ||
| Exchange differences on cash and cash equivalents | 57.123 | 69.365 | - | - | ||
| Cash and cash equivalents at end of the period | 11.107.541 | 22.577.798 | 968.611 | 2.274.304 |
The notes on pages 6 to 27 constitute an integral part of these interim financial statements.
Chairman of Board of Directors Vice President of Board of Directors General Director Financial Director Grigoris Konstantinos Natsis Konstantakopoulos Georgios Kalfarentzos Dimitrios Paraskevopoulos
The interim financial statements include the interim corporate financial statements of SIDENOR STEEL PRODUCTS MANUFACTURING COMPANY S.A. (the "Company") and the interim consolidated financial statements of the Company and its subsidiaries (together the "Group"). The corporate names of the Company's subsidiaries are presented in Note 6 &7 of the financial statements.
The Group's main activities include the production and sale of steel products.
The Group is active in Greece, in the broader region of the Balkans and Europe, as well as in the United States of America. The Company's shares are listed on the Athens Stock Exchange. The SIDENOR group of companies is a member of VIOHALCO.
The Company is seated in Greece, 2-4 Mesogheion Ave. of the Municipality of Athens of the Prefecture of Attiki. The Company's electronic address is www.sidenor.gr.
The Company's financial statements have been approved for publication by its Board of Directors on May 11 2006.
The basic accounting principles that were applied during the preparation of the present financial statements are described below. These principles have been applied with consistency in all the presented periods.
New International Financial Reporting Standards (IFRS), amendments and interpretations have been issued, whose implementation is mandatory for accounting periods beginning on January 1st 2006 and onwards. The Group's and Company's assessment regarding the effect from the implementation of the aforementioned new standards and interpretations is presented below:
This amendment provides companies with the opportunity to choose an alternative recognition method for actuarial profit and losses. New recognition conditions for cases of multi-employer pension plans, for which there is inadequate information for the accounting implementation of defined benefits, may be imposed. Moreover, new disclosure demands have been added. The specific amendment does not apply to the group.
This amendment allows the foreign exchange risk from a highly probable intra-group transaction to be characterized as an item for hedging in the consolidated financial statements with the condition that: (a) the transaction is in a currency different than the currency of the company participating in the transaction and (b) the foreign exchange risk will affect the consolidated income statement. This amendment does not relate to the Group's operations, as the Group does not have intra-group transactions that could be characterized as items for hedging.
This amendment changes the definition of financial instruments classified at fair value through P&L and limits the ability to classify financial instruments in this category. The Group considers that the specific amendment will not have a material affect on the classification of financial instruments, as the Group and the Company will be in a position to adjust to the amended criteria for the definition of financial instruments at market value through P&L. The Group and Company will apply this amendment in annual financial statements of 2006.
This amendment requires the recognition of issued financial guarantees, except for those that have been proved by the Company as constituting insurance contracts, initially at fair value and following to be valued at the largest value between (a) the net book value of relevant payments received and postponed and (b) the expense required to settle the commitment at the balance sheet date. The Management has reached the conclusion that this amendment does not apply to the Group and the Company.
IFRS 1 (amendment) First Time Adoption of International Financial Reporting Standards and IFRS 6, Exploration and Evaluation of Mineral Sources (effective from January 1st 2006).
These amendments are not relevant to the Group's operations.
IFRS 7 introduces further disclosures aiming at improving the provided information as regards to financial instruments. It requires the disclosure of qualitative and quantitative information relating to the exposure to risk from financial instruments. Specifically, it pre-defines minimum required disclosures related to credit risk, liquidity risk and market risk (it requires sensitivity analysis concerning the market risk). IFRS 7 replaces IAS 30 (Disclosures in Financial Statements of Banks and Financial Institutions) and the requirements of IAS 32, (Financial Information Disclosures and Presentation). It applies to all companies that compile financial statements according to IFRS. The adjustment to IAS 1 introduces disclosures relating to the amount of the company's capital and the way such is managed. The Group and Company assessed the effect of IFRS 7 and the adjustment to IAS 1 and concluded that the additional disclosures required by their implementation are the sensitivity analysis for market risk and the capital disclosures. The Group will apply IFRS 7 and the amendment of IAS 1 from January 1st 2007.
Interpretation 4 requires definition of whether a business agreement includes financial leasing or not. Specifically, it requires an evaluation of the following information: a) if the fulfilment of the agreement depends on the use of a specific fixed asset(s) and b) if the agreement provides the lessee the right to use the fixed asset and only. The Management considers that Interpretation 4 is not expected to affect the accounting of existing business agreements.
The Group's interim financial statements dated December 31st 2005 cover the three months period until Mar 2006, have been prepared according to IFRS.
The financial statements have been prepared according to the historical cost principle.
The preparation of financial statements according to IFRS requires the use of certain important accounting estimations and the exercise of judgment on behalf of the Management during the application of accounting policies. In addition, it requires the use of calculations and assumptions that affect asset and liability figures, the disclosure of potential receivables and liabilities on the day the financial statements are prepared and income and expense figures during the said period. Despite the fact that these calculations are based on the Management's best possible knowledge of current conditions and actions, actual results may differ from these calculations.
The financial statements have been compiled by the Management based on the International Financial Reporting Standards ("IFRS"), as well as the International Accounting Standards ("IAS") and interpretations issued by the International Financial Reporting Interpretations Committee, as such have been adopted by the European Union, and the IFRS issued by the International Accounting Standards Board (IASB).
All IFRS issued by the IASB and that are in effect during the compilation of the present financial statements, have been adopted by the European Council through their validation procedure by the European Union ("EU"), except for the International Accounting Standard (IAS) 39 "Financial Instruments: Recognition and Valuation". Following the proposal by the Accounting Standards Committee, the Council adopted Regulations 2086/2004 and 1864/2005 that require the use of IAS 39, except for specific provisions that refer to hedging of deposit portfolios, by all listed companies from January 1st 2005.
As the Group is not affected by the provisions that refer to hedging of deposit portfolios, which are not required by the issuance of IAS 29 as such has been verified by the EU, the present financial statements have been compiled according to IFRS as such have been adopted by the EU and the IFRS that have been issued by the IASB.
In case of an increase in its participation percentage in subsidiaries, the Group calculates goodwill based on the book values of the subsidiary's assets. The goodwill results from the comparison of the transaction cost with the book value of third party interest bought and is recognized directly in equity.
Subsidiary companies are companies that are controlled by a parent company. The existence of possible potential voting rights that may be exercised on the day on which financial statements are prepared is taken into consideration in determining whether or not a parent company exercises control over its subsidiaries. Subsidiaries are fully consolidated (total consolidation) from the day control over them is acquired and cease to be consolidated from the day this control is no longer exercised.
A subsidiary's buy-out by the Group is recorded in accounting books according to the buy-out method. The acquisition cost of a subsidiary is the fair value of its assets that were transferred, of its shares that were issued and of its liabilities that were undertaken on the day the buy-out was effected, plus any cost that is directly associated with the buy-out. Personal assets, liabilities and potential liabilities that are acquired through a business combination are estimated at the time of the buy-out at their fair values regardless of the participation percentage. The buy-out cost that exceeds the fair values of the individual assets that were acquired is recorded as goodwill. If the total buy-out cost is less than the fair value of the individual assets that were acquired, the difference is recorded in the results.
Inter-company transactions, balances and non-realised profits from transactions between the Group's companies are not recorded. The same applies to non-realised losses, unless there are indications that the value of the fixed asset that was transferred has been decreased. The accounting principles that are applied by the Group's subsidiary companies have been amended so that they may be consistent with those that have been adopted by the Group.
A company records its investments in subsidiary companies at their acquisition cost less impairment.
Affiliated companies are companies over which the Group exercises significant influence, but not control, which, in general, applies when the participation percentage in the voting rights of an affiliated company ranges between 20% and 50%. Investments in affiliated companies are recorded in accounting books according to the net worth method and are initially recognised at their acquisition cost. The account in which investments in affiliated companies are recorded also includes the goodwill that arises during the buy-out (decreased by possible impairment losses).
The Group's share in the profits or losses of its affiliated companies after the relative buy-out has been completed is recorded in the results, while its share in changes in reserve accounts after the buy-out has been completed is recorded in the reserve accounts. Accumulated changes affect the book value of the Group's investments in affiliated companies. If the Group's share in the losses of an affiliated company is greater than the value of its investment therein, additional losses are not recognised, unless payments have been made or liabilities have been undertaken on the affiliated company's behalf.
Non-realised profits that arise from transactions between the Group and its affiliated companies are not taken into consideration to the extent of the Group's participation therein. The same applies to non-realised losses, unless there are indications that the value of the fixed asset that was transferred has been decreased. The accounting principles that are applied by the Group's affiliated companies have been amended so that they may be consistent with those that have been adopted by the Group.
The Company records its investments in affiliated companies at their acquisition cost less impairment.
(a) Functional currency and presentation currency (the currency in which financial statements are expressed)
The figures recorded in the financial statements of the Group's companies are expressed in the currency of the economic environment in which each company operates ("functional currency").
The consolidated financial statements are expressed in Euros, which constitutes both the parent company's functional assessment currency and its presentation currency.
Transactions that are carried out in a foreign currency are converted to the functional currency based on the exchange rate that is applicable on the day the transaction is carried out. Profits and losses from foreign exchange differences that arise from the settlement of such transactions during the period and from the conversion of monetary assets that are expressed in a foreign currency based on the exchange rate that is applicable on the day the balance sheet is prepared are recorded in the results.
The figures recorded in the financial statements of the Group's companies (none of which operate in a hyperinflation economy) that are expressed in a different functional currency from the Group's presentation currency, are converted as follows:
Assets and liabilities are converted based on the exchange rates that are applicable on the day the balance sheet is prepared.
Income and expenses are converted based on the period's average exchange rates (unless the average exchange rate is not a fair estimation of the accumulated affect of the exchange rates that were applicable on the day on which the transactions were carried out, in which case income and expenses are converted based on the actual exchange rates that were applicable on the day on which the transactions were carried out) and any foreign exchange difference that may arise is recorded in an owner's equity reserve account and transferred to the results when these companies are sold.
Foreign exchange differences that may arise due to the conversion of the Group's net investment in a foreign company are recorded in owner's equity. Upon the sale of a foreign company, any accumulated foreign exchange difference is transferred to the income statement as part of the sale's profit or loss.
Goodwill and adjustments of fair values that arise from the buy-out of foreign companies are regarded as the latter's assets and liabilities and are converted based on the exchange rate that is applicable on the day the balance sheet is prepared.
Tangible fixed assets are recorded at their acquisition cost less accumulated depreciation and any impairment. The acquisition cost includes all direct expenses that were incurred during the asset's acquisition.
Expenses that are incurred after the purchase of a tangible fixed asset are recorded as an increase of the tangible fixed asset's book value or as a separate fixed asset only if the Group acquires future financial gains there from and the cost thereof may be estimated with a certain degree of reliability. Repair and maintenance costs are recorded in P&L when these are incurred.
Land is not depreciated. Other tangible fixed assets are depreciated based on the straight line method with equal interim charges during the asset's expected service life, so that the asset's cost may be recorded at its residual value at the end thereof. The service lives of tangible fixed assets are set as follows:
| 10-33 | years |
|---|---|
| 5-20 | years |
| 6-10 | years |
| 3-8 | years |
The residual value and the service life of any tangible fixed asset may be re-evaluated in any balance sheet, if this is deemed necessary.
During the sale of a tangible fixed asset, any difference that may arise between the price that is received and the book value thereof is recorded in the results as a profit or loss.
Financial expenses that concern the construction of an asset are capitalised throughout the period of the asset's construction. All other financial expenses are recognised in the income statement.
Software licenses are estimated at their acquisition cost, less accumulated amortisation and any accumulated impairment. These assets are amortised based on the straight line method throughout their service life, which ranges between 3 to 5 years.
Expenses that are incurred for the software's development and maintenance are recognised in the Income Statement as an expense in the year in which they are incurred.
Assets that have an indefinite service life are not depreciated. Their value is decreased on an interim basis even when certain facts indicate that their book value may not be recovered. Assets that are depreciated are subject to control regarding their impairment are indications that their book value will not be recovered. The recoverable value is the greater amount between an asset's fair value, less selling expenses, and the use value. Losses due to an asset's impairment are recorded in the Income Statement as an expense in the year in which they are incurred.
The Group's investments are classified into the categories noted below based on the purpose for which they were acquired. The Group's Administration decides on the investment's classification at the time the investment was initially recognised and re-examines its classification on every publication date.
This category includes financial assets that were acquired in order to be resold in a short period of time. Financial assets of this category are recorded in a current asset account if they are held for commercial purposes or if they are expected to be sold within 12 months of the day the balance sheet is prepared.
This category includes non-derivates with fixed or designated payments, which are neither traded in active markets nor intended to be sold. These financial assets are recorded in a current asset account, with the exception of those financial assets that have a term greater than 12 months from the day the balance sheet is prepared. These latter assets are recorded in a non-current asset account.
This category includes non-derivates with fixed or designated payments and with a specific maturity, and which the Group intends and has the capacity to hold onto until they mature.
This category includes non-derivatives that are either classified in this category or cannot be classified in any of the aforementioned categories. These assets are recorded in non-current asset accounts provided the Administration does not intend to liquidate them within 12 months of the day the balance sheet is prepared.
The purchase and sale of an investment is recognised on the day the transaction is carried out, which is also the day on which the Group is bound to purchase or sell the asset. Investments are initially recorded at their fair value plus the transaction's expenses. Investments are written off when the right to collect the cash flows that arise there from expires or is transferred and the Group has substantially transferred all the risks and benefits that ownership thereof entails.
Subsequently, assets that are available for sale are evaluated at their fair value and the relative profits or losses are recorded in an owner's equity reserve account until they are sold or devaluated. Upon the sale or impairment of these assets the profit or loss is transferred to the results. Impairment losses that have been recognised in the results may not be reversed through the results.
Realised and non-realised profits or losses that arise from changes in the fair values of financial assets, evaluated at their fair value with changes to the results, are recognised in the period in which they arise.
The fair values of financial assets that are traded in stock markets are determined by current purchase prices. The fair values of financial assets that are not traded in stock markets are determined by applying evaluation methods, such as analysis of recent transactions, comparable assets that are traded and discounting cash flows.
On every balance sheet date the Group determines whether there is any objective indication that leads to the conclusion that the values of its financial assets have decreased. With regard to shares that have been classified as "financial assets available for sale", such an indication would be a significant or prolonged decrease in their fair value in relation to their acquisition cost. If the asset's value has indeed decreased, the loss that has accumulated in the owner's equity account, which constitutes the difference between the acquisition cost and the fair value, is transferred to the results. Impairment losses regarding shares that are recorded in the results may not be reversed through the results.
The efficient part of changes in the fair value of financial derivative, which are characterized and categorized as "cash flow hedging", is recognized in the net worth. The profit / loss of the non-efficient part is recognized directly in the period's results.
The amounts accumulated in equity are recycled through P&L at the time the natural movement is realized. The profit / loss that is related to the effective part of the financial derivative used for hedging purposes, is recognized in the period's P&L, specifically in the financial cost.
At the time a financial derivative matures, is sold or is considered non-efficient, then any cumulative loss / profit is transferred from the net worth to the period's results. When an expected transaction is no longer expected, then the gradual profit / loss is registered directly in the period's results.
Stocks are estimated at the smaller value between their acquisition cost and their net liquid value. The acquisition cost is determined based on the average monthly weighted cost method. Financial expenses are not included in the acquisition cost. The net liquid value is estimated based on the stock's current sales price, within the framework of ordinary business activities, less any possible selling expenses, wherever such a case concurs.
Receivables from clients are initially recorded at their fair value and are subsequently estimated at their unamortized cost based on the true interest rate method, less any impairment loss. Impairment losses are recognised when there is an objective indication that the Group is not in a position to collect all the amounts that are due pursuant to relative contractual terms. The amount of the allowance is equal to the difference between the book value of the receivables and the present value of the estimated future cash flows, discounted based on the true interest rate method. The amount of the allowance is recorded as an expense in the Income Statement.
Cash and equivalent cash accounts include cash on hand and sight deposits.
A business sector is defined as a group of assets and activities that provide products and services that are subject to risks and performances different to those that other business sectors are subject to. A geographic sector is defined as a geographic region in which products and services are provided and which is subject to risks and performances different to those that other regions are subject to.
Common shares are included in owner's equity.
Direct expenses that are associated with the issuance of shares are recorded, after the relative income tax has been deducted, as a reduction to the issuance's product. Direct expenses relating to shares that have been issued for the acquisition of a company are included in the acquisition cost thereof.
The acquisition cost of own shares is recorded as a reduction to the Company's owner's equity until these shares are sold, cancelled or re-issued. Any profit or loss that arises from the sale of own shares, net of other direct expenses that are associated with the transaction and taxes, is recorded as a reserve in owner's equity.
Loans are initially recorded at their fair value, decreased by any possible direct expenses that are required in order to complete the transaction. They are subsequently evaluated at their unamortized cost based on the true interest rate method. Any difference between the amount that has been collected (net of relative expenses) and the settlement value is recorded in the results during the term of the loan based on the true interest rate method.
Loans are classified as short-term obligations unless the Group has the right to defer the settlement thereof for at least 12 months from the day the balance sheet is prepared. In this case, loans are classified as long-term liabilities.
Deferred income tax is determined with the method of liability that arises from temporary differences between the book value and the tax base of assets and liabilities. Deferred income tax is not accounted for if it arises from an asset's or liability's initial recognition in a transaction, with the exception of a business combination, which, when the transaction was effected, did not affect the accounting or tax profit or loss. Deferred income tax is determined based on the tax coefficients that are applicable on the day the balance sheet is prepared.
Deferred tax claims are recognised to the extent that a future taxable profit will arise from the use of the temporary difference that creates the deferred tax claim.
Deferred income tax is recognised for the temporary differences that arise from investments in subsidiary and affiliated companies, with the exception of the case in which inversion of temporary differences is controlled by the Group and it is possible that the temporary differences will not invert in the foreseeable future.
Income tax is calculated based on the tax legislation and the tax rates that are in effect in the countries where the Group's operations take place, and is registered as an expense during the period in which the income arises.
The effect on results carried forward and minority interest due to change of percentage in subsidiaries, is considered as transactions between the Group's shareholders and is thus recognized directly in Total Equity.
Benefits following withdrawal from the service include both fixed contributions programs and fixed benefits programs.
The accrued cost of fixed contributions programs is recorded as an expense in the period that it concerns.
The liability that is recorded in the balance sheet for fixed benefits programs is the present value of the commitment for the fixed benefit less the fair value of the program's assets, the changes that arise from the non-recognised actuarial profits and losses and the cost of past service. The commitment of the fixed benefit is calculated by an independent actuary with the projected unit credit method.
Actuarial profits and losses that arise from adjustments on the basis of historic data and are above or below the margin of 10% of the accumulated liability are recorded in the results within the expected average insurance term of the program's participants. The cost of past service is recorded directly in the results, with the exception of the case in which changes to the program depend on the remaining term of the employee's past service. In this case, the cost of past service is recorded in the results based on the fixed method within the maturing period.
Employment termination benefits are paid when employees decide to retire prior to their respective date of retirement. The Group records these benefits when it is bound, or when it terminates the employment of existing employees based on a detailed schedule for which there is no possibility of withdrawal or when it offers these benefits as an incentive for voluntary retirement. Employment termination benefits that are due in 12 months after the day the balance sheet is prepared are discounted.
In the case of employment termination in which the Group is not able to determine the number of employees who will take advantage of this incentive, these benefits are not accounted for but are rather recorded as a potential liability.
Government Grants are recognised at their fair value when it is certain that the grant will be received and that the Group will comply with all stipulated terms.
Government grants that concern expenses are deferred and are recorded in the results so that these will match the expenses that they will cover.
Government grants regarding the purchase of tangible fixed assets are recorded in long-term liability accounts as deferred state grants and are transferred as income to the income statement based on the fixed method over the expected service life of these assets.
Allowances are recognised when:
When there are various similar liabilities, the possibility that an outflow of funds will be demanded during the settlement thereof is determined by examining the category of the liabilities overall. An allowance is recognised even if the possibility of an outflow of funds regarding any asset that is included in the same category of liabilities may be negligible.
Income includes the fair value of goods that have been sold and of services that have been rendered, net of Value Added Tax, discounts and returns. Inter-Group income is not taken into account. Income is recognised as follows:
Sales of goods are recognised when the Group delivers the goods to its customers, when the goods are received by the latter and when collection of the claim is reasonably guaranteed.
Income from the provision of services is accounted for in the period in which the services are rendered, based on their stage of completion in relation to all the services that shall be rendered.
Income from interest is recognised based on time proportion and with the use of the true interest rate. When receivables decrease, the book value thereof is reduced to their recoverable amount, which is the present value of the expected future cash flows discounted with the initial true interest rate. Subsequently, interest is accounted for based on the same interest rate that is applied on the decreased (new book) value.
Dividends are accounted for as revenues when a right to collect is established.
Leases of fixed assets, in which the Group substantially maintains all the risks and benefits that ownership thereof entails, are classified as leasing. Leasing is capitalised from the moment the lease begins at the lesser amount between the fixed asset's fair value and the present value of the minimum lease amounts. The corresponding liabilities that arise from the leases, net of financial expenses, are recorded in liability accounts. The part of the financial expenses that concerns leasing is recorded in the results during the term of the lease.
Leases, in which the lessor substantially maintains all the risks and benefits, are classified as operating leases. Payments that are made with regard to operating leases are recognised in P&L on a fixed basis during the term of the lease.
The distribution of dividends to the parent company's shareholders is recognised as a liability in the consolidated financial statements when the distribution thereof is approved by the General Meeting of the shareholders
The Group is exposed to financial risks, such as market risks (changes to foreign exchange rates, interest rates, market prices), credit risks and liquidity risks. The Group's general risk management program focuses on the fact that financial-credit markets cannot be forecasted and seeks to minimise the potential negative affect thereof on the Group's financial performance.
Risk management is carried out by the Group's central finance department, which operates with specific rules that have been approved by the Board of Directors. The Board of Directors provides instructions and guidelines on the general management of risks, as well as special instructions on the management of specific risks, such as foreign exchange risks, interest rate risks and credit risks.
(a) Market risk
The Group is active in Europe, and consequently the greater part of the Group's transactions are carried out in Euros. However, part of the Group's purchases in merchandise is denominated in US Dollar. Immediate payment of these suppliers significantly reduces the foreign exchange risk.
(b) Credit risk
The Group has adopted and applies credit control procedures with the purpose of minimising doubtful claims and immediately covering claims with commercial paper. No client exceeds 10% of sales and, consequently, commercial risk is allocated over a large number of clients. Goods and services are provided on a wholesale basis primarily to clients with a creditable credit history. The Department of Credit Control sets the credit limits of each client and applies specific sales and collections terms. According to the Group's policy, receivables from clients are secured.
Liquidity risk is kept at a low level by having sufficient cash on hand and sufficient credit limits with collaborating banks.
The Group's loan obligations are associated with fluctuating interest rates that, depending on market conditions, may either remain fluctuated or may become fixed. The group uses derivatives in order to offset interest rate risks (SWAPS).
The fair values of financial instruments traded in active markets (stock markets) (e.g. derivatives, shares, bonds, mutual funds) are set according to the published prices that are valid on the day the balance sheet is prepared. The fair value of financial assets is determined by their offer price, while the fair value of financial liabilities is determined by their demand price.
The fair values of financial assets that are not traded in active markets are set through the use of evaluation techniques and standards that are based on market data on the day the balance sheet is prepared.
The nominal value less allowances for doubtful commercial claims is deemed to approximate their actual value. The actual values of financial liabilities, for the purpose of being recorded in financial statements, are estimated based on the present value of the future cash flows that arise from specific contracts using the current interest rate that is available for the Group for the use of similar financial-credit means.
The Administration's estimates and judgements are re-examined on a continuous basis and are based on historical figures and expectations of future events, which are deemed fair pursuant to that which is in force.
The Group proceeds in evaluations and acknowledgements with regard to the development of future events. Evaluations and acknowledgements that entail a significant probability that they will cause substantial adjustments to the book values of assets and liabilities in the following 12 months are:
a) The Group's judgment is required in order to determine the income tax allowance. There are many transactions and estimations for which the tax's final determination is uncertain. If the final tax is different than the initially recognised tax, the difference shall affect the income tax and the allowance for deferred taxation of the period.
b) The Group forms an allowance for disputed cases based on evidence provided by the Group's Legal Department.
c) The Group forms allowances for contractual obligations to its clients, which are estimated based on historical and statistical data that arose from the resolution of corresponding past cases.
d) The Group forms allowance for impairments of holdings by taking into consideration the future benefits that shall arise therefrom.
The Administration's estimations were not required in order to apply accounting principles.
Some of year's 2004 expenses have been reorganized in order to be comparable with the ones of year 2005.
The Group is divided into two business sectors:
The results per sector for the 3 months until 31 December 2004 and 31 March 2005
| 1st of January 2005 - 31 March 2005 | Steel Products | Tubes | Non Allocated | Total |
|---|---|---|---|---|
| Sales | 230.563.837 | 49.878.500 | - | 280.442.338 |
| Intra Company Sales | -76.950.845 | -2.132.221 | - | -79.083.065 |
| Net Sales | 153.612.993 | 47.746.280 | - | 201.359.272 |
| Operating Profits | 14.384.985 | -531.198 | - | 13.853.787 |
| Financial Income Expenses (Net) | - | - | -6.560.005 | -6.560.005 |
| Profits before taxes Income Tax Net Profit |
14.384.985 14.384.985 |
-531.198 -531.198 |
-6.560.005 -2.444.254 -9.004.259 |
7.293.782 -2.444.254 4.849.528 |
| 31/12/2005 | Steel Products | Tubes | Non Allocated | Total |
| Assets | 936.826.458 | 372.894.368 | 4.183.518 | 1.313.904.344 |
| Liabilities | 442.599.190 | 286.637.078 | 83.115.307 | 812.351.575 |
| Investments in Tangible & Intagible Assets | 37.731.585 | 4.798.106 | - | 42.529.692 |
Other items per segment included in the results for the 3 month period ending on March 31st 2005
| 1st of January 2005 - 31 March 2005 | Steel Products | Tubes | Not Allocated | Total |
|---|---|---|---|---|
| Depreciation of Tangible Assets | 8.907.315 | 3.067.581 | - | 11.974.896 |
| Total of Depreciation | 8.907.315 | 3.067.581 | - | 11.974.896 |
| Impairement of Inventories | - | 607.293 | - | 607.293 |
| 1st of January 2006 - 31 March 2006 Sales |
Steel Products 226.728.204 |
Tubes 88.127.198 |
Not Allocated - |
Total 314.855.402 |
|---|---|---|---|---|
| Intra Company Sales | -33.418.542 | -4.309.335 | - | -37.727.876 |
| Net Sales | 193.309.662 | 83.817.864 | - | 277.127.526 |
| Operating Profits | 21.232.270 | 6.216.975 | - | 27.449.245 |
| Financial Income Expenses (Net) | - | - | -6.460.822 | -6.460.822 |
| Share in affiliate companies' results | - | - | 26.090 | 26.090 |
| Profits before taxes | 21.232.270 | 6.216.975 | -6.434.732 | 21.014.514 |
| Income Tax | -5.318.138 | -5.318.138 | ||
| Net Profit | 21.232.270 | 6.216.975 | -11.752.870 | 15.696.376 |
| 31/3/2006 | Steel Products | Tubes | Not Allocated | Total |
| Assets | 973.958.730 | 354.537.018 | - | 1.328.495.748 |
| Liabilities | 523.230.776 | 285.960.800 | - | 809.191.576 |
| Investements in Tangible & Intageble Assets | 10.686.208 | 385.501 | - | 11.071.709 |
Mar. 2006
Other items per segment included in the results for the 3 month period ending on March 31st 2006
| 1st of January 2006 - 31 March 2006 Depreciation of Tangible Assets |
Steel Products 9.318.248 |
Tubes 2.999.807 |
Not Allocated - |
Total 12.318.055 |
|---|---|---|---|---|
| Depreciation of Intagible Assets | 42.752 | - | - | 42.752 |
| Total of Depreciation | 9.360.999 | 2.999.807 | - | 12.360.806 |
| Impairement of Inventories | - | 1.252.568 | - | 1.252.568 |
The expenses per sector have been defined by the operating activities of each sector.
Transfers and transactions between segments are conducted under real commercial terms and conditions, according to those in effect for transactions with third parties.
The assets do not include the deferred tax receivable, the participations and the derivatives held for commercial purposes. The liabilities include the operating liabilities (including those from derivatives used for hedging of future transactions). Tax liabilities and possible corporate borrowings that cannot be allocated to the sectors are not included.
The Companies that consolidated with net equity method are the following:
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Beginning Balance | 17.665.947 | 16.337.458 | 5.836.460 | 5.839.751 |
| Profit/loss (after taxes) share | 26.090 | 1.331.763 | - | - |
| Sales | - | -3.292 | - | -3.292 |
| Other changes | 40.982 | 19 | - | - |
| Ending Balance | 17.733.019 | 17.665.947 | 5.836.460 | 5.836.460 |
| Participation percentage | ||||
|---|---|---|---|---|
| Corporate Name | Country | 31/3/2006 | 31/12/2005 | |
| SIDMA SA | Greece | 24,05% | 23,98% | |
| DIAPEM SA | Greece | 33,35% | 33,35% | |
| BEPEM SA | Greece | 50,00% | 50,00% | |
| METALLOURGIA OF ATTICA | Greece | 50,00% | 50,00% | |
| ELKEME SA | Greece | 20,00% | 20,00% | |
| Brief financial information on affiliated companies: |
| 31/3/2006 | 31/12/2005 | 31/3/2005 | |
|---|---|---|---|
| Assets | 174.242.805 | 164.450.641 | - |
| Liabilies | 107.521.034 | 97.748.145 | - |
| Income (Sales) | 34.222.129 | - | 31.781.412 |
| Profits after Taxes | 1.178.236 | - | 1.672.655 |
| COMPANY | ||
|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 |
| Balance at the beginning of the period | 192.703.801 | 158.435.518 |
| Exchange differences | - | - |
| Additions | 768.180 | 34.268.282 |
| Disposals | - | - |
| Impairments | - | - |
| Other changes | - | - |
| Balance at the end of the period | 193.471.981 | 192.703.801 |
| Country | (%) direct interest held |
(%) indirect interest held |
Direct and indirect interest |
Bussiness segment |
|
|---|---|---|---|---|---|
| Name 2005 |
held | ||||
| SOVEL SA | Greece | 61,45% | 0,49% | 61,94% Steel Products | |
| DEPAL SA | Greece | 90,92% | 0,00% | 90,92% Steel Products | |
| STOMANA INDUSTRY S.A. | Bulgaria | 85,97% | 0,00% | 85,97% Steel Products | |
| ERLIKON SA | Greece | 98,92% | 0,00% | 98,92% Steel Products | |
| AEIFOROS SA | Greece | 90,00% | 0,00% | 90,00% Steel Products | |
| ETAL SA | Greece | 83,26% | 10,29% | 93,55% Steel Products | |
| PROSAL SA | Greece | 70,00% | 0,00% | 70,00% Tubes | |
| TEPRO STEEL EAD | Bulgaria | 100,00% | 0,00% | 100,00% Steel Products | |
| ELMONTE HOLDINGS LIMITED | Cyprus | 100,00% | 0,00% | 100,00% Steel Products | |
| BOZETTI LTD | Cyprus | 100,00% | 0,00% | 100,00% Steel Products | |
| BEMET SA | Greece | 100,00% | 0,00% | 100,00% Steel Products | |
| ETHL SA | Greece | 3,89% | 60,10% | 63,98% Steel Products | |
| PRAKSYS SA | Greece | 51,00% | 0,00% | 51,00% Steel Products | |
| DIADIPETHIV SA | Greece | 30,50% | 39,53% | 70,03% Tubes | |
| AEIFOROS BULGARIA SA | Bulgaria | 0,00% | 90,00% | 90,00% Steel Products | |
| BET SA | Greece | 0,00% | 60,52% | 60,52% Tubes | |
| BEAT SA | Greece | 0,00% | 39,94% | 39,94% Steel Products | |
| SIGMA ΑΕ | Bulgaria | 0,00% | 63,34% | 63,34% Steel Products | |
| ARGOS SA | Greece | 0,00% | 63,34% | 63,34% Steel Products | |
| CORINTH PIPEWORKS SA | Greece | 0,00% | 76,58% | 76,58% Tubes | |
| Country | (%) direct interest held |
(%) indirect interest held |
Direct and indirect interest |
Bussiness segment |
|
| Name | held | ||||
| 2006 | |||||
| SOVEL SA | Greece | 62,22% | 0,00% | 62,22% Steel Products | |
| DEPAL SA | Greece | 90,92% | 0,00% | 90,92% Steel Products | |
| STOMANA INDUSTRY S.A. | Bulgaria | 85,97% | 0,00% | 85,97% Steel Products |
| DEPAL SA | Greece | 90,92% | 0,00% | 90,92% Steel Products |
|---|---|---|---|---|
| STOMANA INDUSTRY S.A. | Bulgaria | 85,97% | 0,00% | 85,97% Steel Products |
| ERLIKON SA | Greece | 98,92% | 0,00% | 98,92% Steel Products |
| AEIFOROS SA | Greece | 90,00% | 0,00% | 90,00% Steel Products |
| ETAL SA | Greece | 83,26% | 10,41% | 93,68% Steel Products |
| PROSAL SA | Greece | 70,00% | 0,00% | 70,00% Tubes |
| TEPRO STEEL EAD | Bulgaria | 100,00% | 0,00% | 100,00% Steel Products |
| ELMONTE HOLDINGS LIMITED | Cyprus | 100,00% | 0,00% | 100,00% Steel Products |
| BOZETTI LTD | Cyprus | 100,00% | 0,00% | 100,00% Steel Products |
| BEMET SA | Greece | 100,00% | 0,00% | 100,00% Steel Products |
| ETHL SA | Greece | 3,89% | 60,10% | 63,98% Steel Products |
| PRAKSYS SA | Greece | 51,00% | 0,00% | 51,00% Steel Products |
| DIADIPETHIV SA | Greece | 30,50% | 39,67% | 70,17% Tubes |
| AEIFOROS BULGARIA SA | Bulgaria | 0,00% | 90,00% | 90,00% Steel Products |
| BET SA | Greece | 0,00% | 61,28% | 61,28% Tubes |
| BEAT SA | Greece | 0,00% | 40,44% | 40,44% Steel Products |
| SIGMA ΑΕ | Bulgaria | 0,00% | 63,34% | 63,34% Steel Products |
| ARGOS SA | Greece | 0,00% | 63,34% | 63,34% Steel Products |
| CORINTH PIPEWORKS SA | Greece | 0,00% | 76,85% | 76,85% Tubes |
Within the period no acquisition has been made just increases in participations
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 | |
| Amounts in Euro | ||||
| Non-current assets | ||||
| Interest rate swap contracts | 178.452 | - | - | - |
| Total | 178.452 | 0 | 0 | 0 |
| Current assets | 0 | 0 | 0 | 0 |
| Foreign exchange forward contracts | 244.656 | 160.812 | - | - |
| Total | 244.656 | 160.812 | - | - |
| Long-term liabilities | - | - | - | - |
| Interest rate swap contracts | 617.114 | 1.344.199 | 558.977 | 820.835 |
| Total | 617.114 | 1.344.199 | 558.977 | 820.835 |
| Short-term liabilities | - | - | - | - |
| Interest rate swap contracts | 73.600 | 124.400 | - | - |
| Foreign exchange forward contracts | 65.089 | 2.555.509 | - | - |
| Total | 138.689 | 2.679.909 | - | - |
| - | - | - | - | |
| Amounts that were charged in the P&L as income or (expense) | -2.065.198 | -8.231.894 | - | - |
| Detailed interest rate swap contracts | ||||
| Nominal value | 177.200.000 | 194.069.803 | 113.000.000 | 113.000.000 |
The above financial derivatives cover foreign exchange risk (US Dollar) as well as interest rate risk.
The duration of the above derivatives, as well as their nominal value, is in proportion to that of the underlying assets/liabilities.
On March 31 2006, the fixed interest rates of long-term loans covered by interest rate swaps ranged from 2.3% to 5.3%. The basic floating rates are based on EURIBOR.
Profit and losses recognized in Total Equity (fair value reserve) from forward foreign exchange contracts, on 31/12/2005 will be transferred to the Income Statements at several dates ranging from one and four months from the balance sheet date.
Mar. 2006
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Long-term lending | ||||
| Bank borrowings | 110.796.424 | 115.839.540 | 22.318.183 | 25.318.183 |
| Finance Lease Obligations | 1.386.914 | 1.844.730 | - | - |
| Bond loans | 243.750.000 | 243.750.000 | 138.750.000 | 138.750.000 |
| Total long-term loans | 355.933.338 | 361.434.270 | 161.068.183 | 164.068.183 |
| Short-term loans | ||||
| Overdrafts | 14.062.235 | 12.665.217 | 1.306.181 | 6.327.985 |
| Bank borrowings | 173.749.827 | 195.789.740 | 67.159.091 | 75.609.493 |
| Finance Lease Obligations | 1.803.326 | 1.789.668 | - | - |
| Total short-term loans | 189.615.388 | 210.244.626 | 68.465.272 | 81.937.478 |
| Total loans | 545.548.726 | 571.678.895 | 229.533.455 | 246.005.660 |
| The maturity dates of long-term loans are: | ||||
| Amounts in Euro | ||||
| Between 1 and 2 years | 103.636.389 | 107.911.724 | 55.159.091 | 58.159.091 |
| Between 2 and 5 years | 218.080.805 | 228.345.088 | 105.909.092 | 105.909.092 |
| Beyond 5 years | 32.829.230 | 25.177.457 | - | - |
| 354.546.424 | 361.434.270 | 161.068.183 | 164.068.182 |
| CONSOLIDATED | |||
|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 | |
| Fiance Lease Obligations-minimum leases | |||
| Up to 1 year | 2.021.638 | 2.014.518 | |
| Between 1 and 5 years | 1.473.395 | 3.854.665 | |
| Total | 3.495.033 | 5.869.183 | |
| Less: Future finance lease payments | -304.793 | -2.234.785 | |
| Present Value Finance Lease Obligations | 3.190.240 | 3.634.398 | |
| The present value of finance lease obligations is analysed as follows: | |||
| Up to 1 year | 1.803.326 | 1.789.668 | |
| Between 1 and 5 years | 1.386.914 | 1.844.730 | |
| Present Value Finance Lease Obligations | 3.190.240 | 3.634.398 |
The financial leasing concerns machinery and vehicles of the subsidiary companies Corinth Pipework and AEIFOROS S.A.
Mar. 2006
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 1/1/2006 - 31/1/2006 | 1/1/2005 - 31/3/2005 | 1/1/2006 - 31/1/2006 | 1/1/2005 - 31/3/2005 |
| Profits of the period | 15.696.376 | 4.849.528 | 3.191.259 | 626.196 |
| Adjustments for: | ||||
| Tax | 5.318.138 | 2.444.254 | 3.021.058 | 341.427 |
| Depreciation of tangible assets | 12.318.054 | 11.974.896 | 2.552.736 | 2.508.641 |
| Amortisation of intangible assets | 42.752 | - | 3.245 | - |
| Profits/(losses) from the sale of tangible assets (see below) | 101.899 | - | - | 322.616 |
| (Income) interest | -70.051 | -109.185 | -302 | - |
| Interest charges | 6.628.984 | 6.744.629 | 2.457.196 | 2.385.292 |
| (Income) from dividends | - | -132.501 | -243.690 | -870.869 |
| (Amortisation) of grants | -329.269 | - | -31.567 | -56.003 |
| (Profits)/losses from associate companies | -26.090 | -194.089 | - | - |
| Loss from the destruction of fixed assets | 42.116 | - | 8.332 | - |
| Other (please clarify) | -98.111 | - | -37.735 | - |
| 39.624.798 | 25.577.531 | 10.920.532 | 5.257.300 | |
| Changes in working capital | ||||
| Increase/(decrease) in stocks | 4.788.231 | -28.068.070 | -1.707.725 | -11.569.089 |
| Increase/(decrease) in receivables | -26.410.236 | -6.382.817 | -19.781.233 | 12.201.961 |
| Increase/(decrease) in liabilities | 21.363.286 | 10.417.079 | 23.306.237 | 1.372.077 |
| Increase/(decrease) in provisions | -601.708 | -4.989.174 | - | - |
| Increase/(decrease) in personnel retirement benefit obligation | -771.153 | -172.952 | -4.033 | -257.017 |
| -1.631.580 | -29.195.934 | 1.813.246 | 1.747.933 | |
| Net cash flows from operating activities | 37.993.218 | -3.618.403 | 12.733.778 | 7.005.233 |
| Profits/(loss) from the sale of tangible assets include: Amounts in Euro |
||||
| Net book value | 209.582 | - | - | 878.453 |
Profits/(losses) from the sale of tangible assets -101.899 - - -322.616 Income from the sale of tangible assets 107.683 - - 555.837
| CONSOLIDATED COMPANY |
||||
|---|---|---|---|---|
| Amounts in Euro | 31/03/06 | 31/12/2005 | 31/03/06 | 31/12/2005 |
| Tangible assets | 16.161.692 | 13.328.343 | - | - |
| Other (please clarify) | 1.302.959 | 1.360.764 | - | - |
| 17.464.651 | 14.689.107 | - | - |
| Amounts in Euro | CONSOLIDATED | COMPANY | ||
|---|---|---|---|---|
| 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 | |
| Up to 1 year | 870.815 | 937.035 | 308.640 | 323.354 |
| Between 1 and 5 years | 1.806.548 | 2.036.521 | 600.396 | 671.197 |
| More than 5 years | 315.707 | 365.814 | - | - |
| 2.993.070 | 3.339.370 | 909.036 | 994.551 | |
| Charged in P&L | 188.675 | 860.896 | 104.705 | 319.584 |
There are no significant capital liabilities that have been taken but not executed as at the Balance Sheet date.
The group has contingent liabilities and receivables related to banks, other guarantees and other issues that emerge in the context of its basic activity, as follows:
| Amounts in Euro | CONSOLIDATED | COMPANY | ||
|---|---|---|---|---|
| Liabilities | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Guarantees for securing liabilities towards suppliers | 51.331.150 | 52.794.027 | 11.403.125 | 21.734.513 |
| Guarantees for securing good execution of contracts with customers | 47.702.002 | 48.283.426 | 1.006.671 | 1.006.671 |
| Provided mortgages and collateral - lands & buildings | 101.882.285 | 73.490.541 | - | - |
| Other liabilities | 28.693.279 | 27.636.584 | - | - |
| Total | 229.608.715 | 202.204.577 | 12.409.795 | 22.741.184 |
| Amounts in Euro | CONSOLIDATED | COMPANY | ||
| 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 | |
| Lawsuits of employees due to labor accident in Corinth | 1.300.000 | 1.000.000 | - | - |
| Other lawsuits | 5.366.651 | 6.041.404 | - | - |
| Contractual liabilities | 4.093.371 | 4.010.095 | - | - |
| Bank Letters of Guarantee | 13.860.724 | 13.856.670 | - | - |
| Tax liabilities | 4.072.533 | 2.728.415 | - | - |
| Total | 28.693.279 | 27.636.584 | - | - |
| Amounts in Euro | CONSOLIDATED | COMPANY | ||
| Receivables | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Guarantees for securing receivables from customers | 1.204.846 | 949.346 | 1.204.846 | 1.354.846 |
| Guarantees for securing receivables from customers | 1.204.846 | 949.346 | 1.204.846 | 1.354.846 |
|---|---|---|---|---|
| Other receivables | 303.668 | 303.667 | - | - |
| Total | 1.508.513 | 1.253.013 | 1.204.846 | 1.354.846 |
The subsidiary company Corinth Pipework SA created a provision of a total amount of € 921,855 for the negative outcome of lawsuits until the fiscal year 2005 included. During the current period (31/3/2006), the amount of € 12,000 was paid to plaintiffs and an additional provision of € 120,000 was formed and € 34,000 charges P&L.
Furthermore, up until the fiscal year 2005 included, the company made a provisions for losses that may emerge as a result of its contractual liabilities towards customers, amounting to a total of €3,393,112. During the present period (31/3.2006) and in relation to the above, the company created an additional provision of €619,166.
The total amount of provisions made, is considered adequate and no additional charges are expected to arise.
During the fiscal year 2005, final tax audit reports were issued against the subsidiary company ETIL SA, which concern the tax audit of fiscal years 1999 & 2000. According to these tax audit reports, additional taxes have been imposed amounting to €2,728 thousand, which is analyzed as €938 thousand as basic income tax and €1,790 thousand as additions. The subsidiary company did not accept this liability and legally objected such by filing an appeal to the Administrative Courts on 15/2/2006. At the same time it submitted a request towards the committee, of article 70 L. 2238/94, aiming at exempting the service rendering sector from the off-balance sheet definition. The company's management's view is that the issue will be solved with a significant reduction in the company's final liability. The definition of the tax that will finally be paid cannot be defined at the time, and as such the company has not made a relevant provision with a respective burden on the current period's results.
Stomana Industry AD calculated the amount of € 1,344 as municipality tax to the Municipality of Pernik in Bulgaria. The company does not accept the obligation because it does not get reciprocal benefits from the municipality of Pernik. Therefore the company appeals in court and expects significant reduction of the amount due.
There are mortgages and collateral written on the real estate property of subsidiaries Corinth Pipework S.A. and STOMANA AD, amounting to €73,204 thousand and €28,682 thousand respectively, in favour of banks.
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Sale of goods | ||||
| Subsidiary companies | - | - | 18.494.614 | 6.419.510 |
| Other related parties | 9.515.400 | 8.157.408 | 1.087.503 | 49.073 |
| 9.515.400 | 8.157.408 | 19.582.118 | 6.468.583 | |
| Sale of services | ||||
| Subsidiary companies | - | - | 7.208.373 | 986.906 |
| Other related parties | 211.746 | 209.884 | 450 | 393 |
| 211.746 | 209.884 | 7.208.823 | 987.299 | |
| Sale of fixed assets | ||||
| Subsidiary companies | - | - | - | 555.000 |
| - | - | - | 555.000 | |
| Purchase of goods | ||||
| Subsidiary companies | - | - | 10.575.496 | 59.495.322 |
| Other related parties | 13.479.414 | 13.103.149 | 2.869.319 | 525.846 |
| 13.479.414 | 13.103.149 | 13.444.815 | 60.021.168 | |
| Purchase of services | ||||
| Subsidiary companies | - | - | 88.992 | 781.116 |
| Other related parties | 3.287.181 | 1.950.706 | 1.428.706 | 194.262 |
| 3.287.181 | 1.950.706 | 1.517.698 | 975.378 | |
| Purchase of fixed assets | ||||
| Subsidiary companies | - | - | 181.915 | - |
| Other related parties | 86.729 | 5.254.941 | 63.819 | - |
| 86.729 | 5.254.941 | 245.734 | - |
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Fees - benefits to the members of the Board of Directors and executives | 376.810 | 364.649 | 100.898 | 95.638 |
| 376.810 | 364.649 | 100.898 | 95.638 |
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/12/2005 | 31/3/2006 | 31/12/2005 |
| Receivables from related parties: | ||||
| Subsidiary companies | - | - | 21.975.069 | 21.717.859 |
| Other related parties | 40.461.507 | 26.415.650 | 20.319.527 | 14.773.519 |
| 40.461.507 | 26.415.650 | 42.294.596 | 36.491.378 | |
| Liabilities to related parties: | ||||
| Subsidiary companies | - | - | 24.561.734 | 5.374.802 |
| Other related parties | 7.823.834 | 8.557.824 | 1.416.414 | 1.570.327 |
| 7.823.834 | 8.557.824 | 25.978.148 | 6.945.129 |
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/3/2005 | 31/3/2006 | 31/3/2005 |
| Profits that correspond to the shareholders of the parent company | 12.000.647 | 5.665.932 | 6.212.317 | 967.623 |
| Weighted average number of shares | 95.506.626 | 95.506.626 | 95.506.626 | 95.506.626 |
| Basic profits per share (Euros per share) | 0,126 | 0,059 | 0,065 | 0,010 |
| CONSOLIDATED | COMPANY | |||
|---|---|---|---|---|
| Amounts in Euro | 31/3/2006 | 31/3/2005 | 31/3/2006 | 31/3/2005 |
| Profits that correspond to the shareholders of the parent company | 12.000.647 | 5.665.932 | 3.191.259 | 626.196 |
| Weighted average number of shares | 95.506.626 | 95.506.626 | 95.506.626 | 95.506.626 |
| Total weighted average number of shares for reduced profits per share | 95.506.626 | 95.506.626 | 95.506.626 | 95.506.626 |
| Reduced profits per share (Euros per share) | 0,126 | 0,059 | 0,033 | 0,007 |
The basic and reduced profits per share are calculated by dividing the profit that corresponds to the shareholders of the parent company by the weighted average number of common shares during the period. Own shares that were purchased by the company are not included in the aforementioned number of common shares.
The Company has been audited by the competent tax authorities until, and including, 2004.
Some of the Group's subsidiary companies have not been audited by tax authorities for various fiscal years from 1999 until and including 2005.
| Company | From | To |
|---|---|---|
| SIDENOR | 2005 | |
| SOVEL SA | 2001 - 2001 | |
| DEPAL SA | 2002 - 2002 | |
| STOMANA INDUSTRY S.A. | 2005 | |
| ERLIKON SA | 2001 - 2001 | |
| AEIFOROS SA | 2003 - 2003 | |
| ETAL SA | 1999 - 1999 | |
| PROSAL SA | 2004 - 2004 | |
| TEPRO STEEL EAD | 2001 - 2001 | |
| ELMONTE HOLDINGS LIMITED | 2001 - 2001 | |
| BOZETTI LTD | 2003 - 2003 | |
| BEMET SA | 2003 - 2003 | |
| ETHL SA | 2001 - 2001 | |
| PRAKSYS SA | 2005 | |
| DIADIPETHIV SA\ | 2002 - 2002 | |
| AEIFOROS BULGARIA SA | 2005 2005 | |
| BET SA | 2003 - 2003 | |
| BEAT SA | 2003 - 2003 | |
| SIGMA SA | 2002 - 2002 | |
| ARGOS SA | 2003 - 2003 | |
| CORINTH PIPEWORKS | 2003 - 2003 | |
| SIDMA SA | 2005 | |
| DIAPEM SA | 2003 - 2003 | |
| BEPEM SA | 2000 - 2000 | |
| METALLOURGIA OF ATTICA | 2002 - 2002 | |
| ELKEME SA | 2003 - 2003 |
Number of personnel employed at the end of the current period: Group 3,325 and Company 353.
During April 2006, final tax audit report were issued against the parent company SIDENOR SA, which concern the tax audit of fiscal years 2002-2004. According to these tax audit report, additional taxes have been imposed amounting to €1,172 thousand, which charged into current's period P&L, as a provision.
On April 3rd 2006, Board of Directors of subsidiary's company "Corinth Pipeworks SA" decided to start the procedures in order to sell the machinery equipment of mill based in Corinth.
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