Annual / Quarterly Financial Statement • Sep 28, 2015
Annual / Quarterly Financial Statement
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(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Page | |
|---|---|
| Directors' report | 3 – 7 |
| Audit Report of Certified Auditors Accountants | 8 |
| Income Statements for the years ended December 31, 2005 and 2004 | 9 |
| Balance Sheets as of December 31, 2005 and 2004 | 10 |
| Statements of Changes in Equity for the year ended December 31, 2005 | 11 |
| Statements of Changes in Equity for the year ended December 31, 2004 | 12 |
| Cash Flow Statements for the year ended December 31, 2005 and 2004 | 13 |
| Notes to the Financial Statements | 14-50 |
| Appendix I – Reconciliation of the Balance Sheet as of January 1, 2005 and as of January 1, 2004, as well as of the results for the year ended in 31 December 2004 |
51-62 |
| Appendix ΙΙ– Subsidiaries of ATHENS MEDICAL S.A. and tax unaudited years by | |
| entity | 63 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
Dear Shareholders,
We submit for approval the financial statements (parent and consolidated) prepared in accordance to the IFRS for the period 1.1.2005 – 31.12.2005 and we ask you release the members of the Board of Directors and of the Company's Auditor from any liability regarding their activity during the fiscal year 2005.
The Financial Statements comprise the balance sheet, the profit and loss account, the cash flow statement, the statement of changes in shareholder's equity as well as the Notes to the accounts.
The Company's Management has increasingly focused on the performance of the existing investments that were part of the five year investment plan of c. 150 mln Euros investments and was completed in Fiscal Year 2004.
One of the major targets of the Management, the improvement in the quality of services offered, is guaranteed by the continuous investment in new, cutting edge, technology of medical equipment in conjunction with the skillful personnel (doctors and nurses).
The Company continues its efforts for the launch of new products targeting mainly the outpatient – primary care health care market, where gradually, but steadily, increases its market share. In addition to that, the company continues to refine existing programs targeting inpatients – secondary health care market.
Among others, top priority in the Management's agenda the last couple of years is also cost containment. This effort is gradually bringing results, something which is verified by the increasing operating profit margin.
All the above led to another successful year, where top line grew significantly both on a parent but also on a consolidated level.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
On a parent Company level revenues reached 207,7 mln euros, posting an increase of 14.1% relative to the same period last year. Gross profit increased by 19.7% to 37.2 mln euros. EBITDA posted an even larger increase of 38.3% reaching 19.5 mln Euros. Finally, Earning Before Taxes posted an impressive increase of 116.2% at 15.1 mln euros
Similar was the trend marked in the consolidated results. In particular, revenues reached 215.7 mln euros posting an increase of 14.8% relative to 2004. EBITDA posted an impressive increase of 45.1% reaching 38.4 mln Euros. Finally, Earnings Before Taxes more than doubled (+103%) reaching 12 mln Euros.
During the period 1/1-31/12/2005 inpatient flow reached 52.040 inpatients relative to 49.600 in 2004. Patient Days reached 176.103 vs 180.130 the same period last year. The reduction in the total number of patient days in conjunction with the increased inpatient flow clearly marks the improvement in efficiency in hospitals, as the average length of stay was reduced.
The following tables show the three year trend:
| Years | 2003 | 2004 | 2005 |
|---|---|---|---|
| Months | |||
| JANUARY | 15.164 | 15.478 | 16.074 |
| FEBRUARY | 15.415 | 15.633 | 15.495 |
| MARCH | 17.264 | 16.739 | 16.741 |
| APRIL | 15.184 | 14.476 | 15.157 |
| MAY | 15.743 | 16.163 | 14.791 |
| JUNE | 15.228 | 16.069 | 15.709 |
| JULY | 15.293 | 15.075 | 13.882 |
| AUGUST | 10.142 | 10.452 | 10.616 |
| SEPTEMBER | 14.541 | 14.341 | 14.625 |
| OCTOBER | 15.710 | 15.543 | 14.989 |
| NOVEMBER | 15.643 | 15.516 | 15.591 |
| DECEMBER | 14.581 | 14.645 | 12.433 |
| TOTAL | 179.908 | 180.130 | 176.103 |
| Β. Inpatient per month | |||
| Years | 2003 | 2004 | 2005 |
| Months | |||
| JANUARY | 4.218 | 4.181 | 4.568 |
| FEBRUARY | 3.849 | 4.109 | 4.395 |
| MARCH | 4.311 | 4.640 | 4.918 |
| APRIL | 3.879 | 3.990 | 4.508 |
| MAY | 4.260 | 4.299 | 4.531 |
| JUNE | 4.036 | 4.672 | 4.695 |
| JULY | 3.939 | 3.968 | 3.999 |
| AUGUST | 2.473 | 2.834 | 2.929 |
| SEPTEMBER | 3.949 | 4.115 | 4.265 |
| OCTOBER | 4.200 | 4.086 | 4.391 |
| NOVEMBER | 4.149 | 4.551 | 4.872 |
| DECEMBER | 3.924 | 4.155 | 3.969 |
| TOTAL | 47.187 | 49.600 | 52.040 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
Total assets and liabilities at 31/12/2005 reached 387,5 mln Euros on a company level. On a consolidated level total assets and liabilities reached 405,3 mln Euros.
Total Fixed assets and liabilities for the period 1/1/2005 – 31/12/2005 are presented in the following table:
| Year | 2005 Parent (Euros Mnl) | 2005 Consolidated (mln Euros) |
|---|---|---|
| Acquisition Cost | 297,4 | 327.4 |
| Depreciation | 45,1 | 47.7 |
| Remaining Value | 252.3 | 279.7 |
The company made the following investments in assets ( buildings, technical works and equipment) of Euros 4.9 mln. On a consolidated level the corresponding figure was 4,1 mln Euros
| Parent (Mln 000) | Consolidated (Mln 000) | |
|---|---|---|
| Buildings | 1,81 | 2,15 |
| Machinery | 1,14 | 2,42 |
| Transportation | 0,12 | -2,41 |
| Furniture and other equipment |
0,16 | 0,31 |
| Assets under construction | 1,78 | 1,67 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The company's real estate is presented in the following table:
For the assets of Psychiko Clinic (land of 2.088 Sq m and building of 3.845 Sq m) in Psychiko at Andersen str the company entered a 10 year sale and leaseback agreement for Euros 8 mln. Unwinding of the above sale and leaseback can be done at the end of the third year.
a) Building of total size 20.269 sq m in Marousi at Alamanas and Distomou str.
b) Building of total size 52.000 sq m at Pylaia Thessaloniki
c) Building in Paleo Faliro at 36 Areos str of total size 1.620 sq m
d) Building in Paleo Faliro at 34 Areos Str of total size 1.832 sq m.
e) Building of total size 744 sq m in Paleo Faliro at 41 Areos str.
f) Building in Dafni at 9 Kleious Str of total size 1.142,5 sq m
g) Building of total size 2.011,27 sq m in Dafni at 68 Ethnikis Antistaseon str & Kleious
h) Building in Piraeous at 110 Kolokotroni Str & Notara of total size 2.747 sq m.
i) Building in Pagrati at 21 nikosthenous str of total size 1.086 sq m..
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) On a consolidated level, over and above these assets we have:
Iatirki Techniki SA Land of total surface 10.016 sq m. Factory of total surface 2011,55 sq m.
Eurosite SA. The company has a plot of land of 81.600 Sq m.
Company's cash and cash equivalents:
| Parent (Mln Euros) | Consolidated (Mln Euros) | |
|---|---|---|
| Cash / Checks | 0,6 | 0,54 |
| Deposits / Time Deposits | 5,6 | 7,04 |
| Total | 6,2 | 7,58 |
Company's prospects are very positive. In both 2004 and 2005 results posted an impressive uptrend. This uptrend is expected to continue in 2006 as well as the next couple of years because investments are starting to bring results.
However the company, having completed its five year investment plan, has given priority to the efficient use of the hospitals and diagnostic centers in its network aiming to further increase the patient flow (both inpatient and outpatient), to whom it will offer even higher quality of services. The company has already launched special programs targeting primary health care patients (outpatients), which so far have been very impressively successful and very well received.
In addition, the Company will proceed with the inauguration of Peristeri. Peristeri, located in west Attica area, is not covered (served) by any other private clinic. This area on the other hand one of the largest (in terms of population) areas in Attika, having c. 20% of population (c. 1mln people). After the inauguration of Peristeri Clinic, expected in the second half of 2005) the company will have its full network in operation.
On the international front, outside the Greek territory, the company gradually continues its expansion. More specific, in October 2005 the Company opened its second diagnostic center in Bucharest of Romania. It is worth mentioning that its first operation (diagnostic center) already operates at full capacity.
Marousi, March 29th 2006 THE BOARD OF DIRECTORS
(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 audited the accompanying financial statements as well as the consolidated financial statements of ATHENS MEDICAL CENTER S.A., as of and for the year ended 31st December 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the Greek Auditing Standards, which are based on the International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the account principles used and significant estimates made by management, evaluating the overall financial statement presentation as well as assessing the consistency of the Board of Directors' report with the aforementioned financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements give a true and fair view of the financial position of the Company and that of the Group, as of 31st December 2005 and of the results of its operations and those of the Group and their cash flows and changes in shareholders' equity for the year then ended in accordance with the International Financial Reporting Standards that have been adopted by the European Union and the Board of Directors' Report is consistent with the aforementioned financial statements.
Without qualifying our opinion, we draw attention to the matters below :
(a) the consolidated and standalone total equity of the Group and the Company as of 1st January 2004 and 31st December 2004 respectively, as well as the related consolidated and standalone income statements for the year ended 31st December 2004, are presented modified in comparison with those previously published in the interim IFRS financial statements for the year ended 31st December 2005.
The above items were adjusted retrospectively to the periods they referred to for the facts that are explained in note 3 (ae) to the attached financial statements.
(b) as explained in note 11 to the financial statements and Appendix II, the tax liabilities of the Company and of its subsidiaries have not been audited by the tax authorities for certain fiscal years, as a result, they have not been finalized to date. The outcome from a future tax examination cannot be predetermined and, accordingly, no respective reserve has been provided in the accompanying financial statements.
Athens, 29 March 2006
Sotiris Sokos Certified Auditor Accountant Reg No 17011 BKR Protypos Elegktiki SA An independent member of BKR INTERNATIONAL
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Group | The Company |
||||
|---|---|---|---|---|---|
| Notes | 1/1-31/12/2005 | 1/1-31/12/2004 | 1/1-31/12/2005 | 1/1-31/12/2004 | |
| INCOME: | |||||
| Revenue | 215.686 | 187.848 | 207.684 | 182.014 | |
| Cost of sales | 7 | (168.132) | (149.403) | (170.454) | (150.908) |
| Gross Profit | 47.554 | 38.446 | 37.231 | 31.106 | |
| Administrative expenses and Distribution Costs |
8 | (23.338) | (25.047) | (20.993) | (22.386) |
| Other income/ (expenses) | 9 | 3.442 | 2.585 | 3.286 | 2.560 |
| Net financial income/ (costs) | 10 | (5.809) | (5.220) | (4.420) | (4.294) |
| PROFIT BEFORE TAX | 21.850 | 10.763 | 15.104 | 6.986 | |
| Income Tax Expense | 11 | (9.898) | 2.346 | (7.204) | 3.351 |
| PROFIT FOR THE PERIOD | 11.951 | 13.109 | 7.900 | 10.338 | |
| Attributable to: | |||||
| Equity holders of the parent company | 9.394 | 11.736 | 7.900 | 10.338 | |
| Minority Interest | 2.557 | 1.373 | |||
| 11.951 | 13.109 | 7.900 | 10.338 | ||
| Earnings per Share (in Euro) | |||||
| Basic | 12 | 0,11 | 0,14 | 0,09 | 0,12 |
| Weighted average number of shares, basic and impaired | |||||
| Basic | 12 | 83.985.980 | 83.985.980 | 83.985.980 | 83.985.980 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Group | The Company | ||||
|---|---|---|---|---|---|
| Notes | 31- December 2005 |
31- December 2004 |
31- December 2005 |
31- December 2004 |
|
| ASSETS Non current assets |
|||||
| Property, plant and equipment Iintangible assets |
13 14 |
277.341 2.406 |
283.818 409 |
251.895 427 |
257.174 409 |
| Investments in subsidiaries | 15 | 13.586 | 11.167 | ||
| Investments in associates consolidated by the equity method Other long term debtors |
91 360 |
300 | 355 | 295 | |
| Deferred tax assets | 11 | 6.702 | 8.285 | 6.608 | 8.128 |
| Total non current assets | 286.900 | 292.813 | 272.870 | 277.174 | |
| Current Assets: Inventories |
17 | 5.202 | 5.387 | 4.638 | 5.126 |
| Trade accounts receivable | 18 | 91.580 | 70.328 | 89.340 | 69.347 |
| Prepayments and other receivables | 19 | 14.059 | 10.118 | 14.528 | 14.010 |
| Financial assets at fair value through income statement |
1 | 1 | |||
| Cash and cash equivalents Total current assets |
20 | 7.577 118.418 |
7.026 92.860 |
6.089 114.596 |
6.406 94.889 |
| TOTAL ASSETS | 405.318 | 385.673 | 387.466 | 372.063 | |
| EQUITY AND LIABILITIES | |||||
| Equity attributable to equity holders of the parent company |
|||||
| Share capital | 21 | 26.036 | 26.036 | 26.036 | 26.036 |
| Share premium | 21 | 15.267 | 15.267 | 15.267 | 15.267 |
| Retained Earnings Legal, tax free and special reserves |
22 | 41.213 74.664 |
35.020 74.028 |
32.636 74.162 |
27.651 73.767 |
| Minority Interest | 157.180 6.065 |
150.351 5.145 |
148.102 | 142.721 | |
| Total equity | 163.245 | 155.496 | 148.102 | 142.721 | |
| Non-current liabilities: | |||||
| Long term loans/borrowings | 23 | 54.579 | 80.505 | 54.107 | 80.505 |
| Government Grants | 24 | 71 | 74 | 53 | 73 |
| Deferred tax Liabilities | 11 | 20.063 | 17.608 | 17.362 | 14.927 |
| Provision for retirement indemnities | 25 | 10.258 | 8.834 | 10.195 | 8.781 |
| Deferred income | 5.166 | 5.072 | 4.512 | 5.013 | |
| Total non-current liabilities | 90.137 | 112.093 | 86.229 | 109.300 | |
| Current liabilities: | |||||
| Trade accounts payable | 26 | 73.244 | 55.936 | 78.890 | 61.947 |
| Short term loans/borrowings | 23 | 38.841 | 24.960 | 38.273 | 24.260 |
| Long term liabilities payable in the next year | 23 | 22.999 | 22.822 | 22.822 | 22.822 |
| Current tax payable | 7.983 | 6.684 | 4.679 | 4.326 | |
| Accrued and other current liabilities | 27 | 8.869 | 7.681 | 8.471 | 6.687 |
| Total current liabilities | 151.936 | 118.083 | 153.135 | 120.043 | |
| TOTAL EQUITY AND LIABILITIES | 405.318 | 385.673 | 387.466 | 372.063 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) STATEMENT OF CHANGES IN EQUITY
| The | |||||||
|---|---|---|---|---|---|---|---|
| Group | Minority | ||||||
| Attributable to equity holders of the parent company |
Total Equity |
||||||
| Legal, | |||||||
| Tax-free, | |||||||
| Share | Share | and special | Retained | ||||
| capital | Premium | Reserves | earnings | Total | |||
| Balance, 1 January 2005, as it was initially published in the a' quarter of 2005 |
26.036 | 15.267 | 74.028 | 36.214 | 151.545 | 5.145 | 156.690 |
| Adjustments of a' semester 2005 (note 3 (αε)) | (1.250) | (1.250) | (1.250) | ||||
| Adjustments of b' semester 2005 (note 3 (αε)) | 56 | 56 | 56 | ||||
| Adjusted Balance, 1 January 2005 | 26.036 | 15.267 | 74.028 | 35.020 | 150.351 | 5.145 | 155.496 |
| Period's profits Attribution of profits to legal, tax-free and special reserves |
631 | 9.394 (631) |
9.394 | 2.557 | 11.951 | ||
| Exchange Differences | 5 | (51) | (45) | (45) | |||
| Dividend of parent company of 2004 | (2.520) | (2.520) | (2.520) | ||||
| Dividend paid to minority shareholders of subsidiaries |
(1.198) | (1.198) | |||||
| Buyout of Minority interest (Iatriki Tehniki) | (440) | (440) | |||||
| Balance, 31 December 2005 | 26.036 | 15.267 | 74.664 | 41.213 | 157.180 | 6.065 | 163.245 |
| The | |||||
|---|---|---|---|---|---|
| Company | Legal, | ||||
| Tax-free, | |||||
| Share | Share | and special | Retained | ||
| capital | Premium | Reserves | earnings | Total | |
| Balance, 1 January 2005, as it was initially published in the a' quarter of 2005 |
26.036 | 15.267 | 73.767 | 28.690 | 143.760 |
| Adjustments of a' semester 2005 (note 3 (αε)) | (1.039) | (1.039) | |||
| Adjusted Balance, 1 January 2005 | 26.036 | 15.267 | 73.767 | 27.651 | 142.721 |
| Period's profits | 7.900 | 7.900 | |||
| Attribution of profits to reserves | 395 | (395) | |||
| Dividends | (2.520) | (2.520) | |||
| Balance, 31 December 2005 | 26.036 | 15.267 | 74.162 | 32.636 | 148.102 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Group |
|||||||
|---|---|---|---|---|---|---|---|
| Attributable to equity holders of the parent company |
Minority Interest |
Total Equity |
|||||
| Share capital |
Share Premium |
Legal, Tax free and special Reserves |
Retained earnings |
Total | |||
| Balance, 1 January 2004, as it was initially published in the a' quarter of 2005 |
26.036 | 15.267 | 69.186 | 29.354 | 139.843 | 4.336 | 144.180 |
| Adjustments of a' semester 2005 (note 3 (αε)) | (1.250) | (1.250) | (1.250) | ||||
| Adjustments of b' semester 2005 (note 3 (αε)) | (29) | (29) | (29) | ||||
| Adjusted Balance, 1 January 2004 | 26.036 | 15.267 | 69.186 | 28.075 | 138.564 | 4.336 | 142.901 |
| Period's profits | 11.736 | 11.736 | 1.373 | 13.109 | |||
| Reserves attributable | (691) | 691 | |||||
| Attribution of profits to legal, tax-free and special reserves |
5.491 | (5.491) | |||||
| Dividend paid to minority | (564) | (564) | |||||
| Exchange Differences | 42 | 9 | 50 | 50 | |||
| Balance, 31 December 2004 | 26.036 | 15.267 | 74.028 | 35.020 | 150.351 | 5.145 | 155.496 |
| The | |||||
|---|---|---|---|---|---|
| Company Share capital |
Share Premium |
Legal, Tax-free and special Reserves |
Retained earnings |
Total | |
| Balance, 1 January 2004, as it was initially published |
26.036 | 15.267 | 69.085 | 23.035 | 133.422 |
| Adjustments of a' semester 2005 (note 3 (αε)) | (1.039) | (1.039) | |||
| Adjusted Balance, 1 January 2004 | 26.036 | 15.267 | 69.085 | 21.996 | 132.383 |
| Period's profits | 10.338 | 10.338 | |||
| Attribution of profits to legal, tax-free and special reserves |
5.374 | (5.374) | |||
| Reserves attributable | (691) | 691 | |||
| Balance, 31 December 2004 | 26.036 | 15.267 | 73.767 | 27.651 | 142.721 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
FOR THE PERIOD ENDED IN 31 DECEMBER 2005 AND 2004
| The Group | The Company | |||
|---|---|---|---|---|
| Cash flows from operating activities | 2005 | 2004 | 2005 | 2004 |
| Period's profit before taxation | 21.850 | 10.763 | 15.104 | 6.986 |
| Adjustments foroperational activities | ||||
| Depreciation | 10.811 | 10.519 | 10.241 | 10.239 |
| Depreciation of government grants Allowance for doubtful accounts receivable |
(20) (285) |
(35) 850 |
(20) (182) |
(35) 850 |
| Other provision | ||||
| Financial income | (156) | (384) | (1.428) | (1.225) |
| Interest and other financial expenses | 5.964 | 5.604 | 5.849 | 5.519 |
| Impairment expenses of fixed assets Gains/ (losses) due to fixed asset sale |
(85) | 1.436 2 |
12 (501) |
1.465 |
| Exchange differences | (25) | 1 | ||
| Operational profit before changes in working capital variations | 38.053 | 28.755 | 29.073 | 23.798 |
| Increase/ (Decrease) in: | ||||
| Inventories | 186 | (231) | 488 | (137) |
| Short and long term accounts receivable Increase/ (Decrease) in: |
(25.068) | (10.226) | (20.388) | (10.906) |
| Short and long term liabilities | 19.093 | 12.428 | 18.727 | 12.586 |
| Interest charges and related expenses paid | (5.964) | (5.604) | (5.849) | (5.519) |
| Paid taxes Retirement indemnities |
(4.561) 1.424 |
(3.127) 1.463 |
(2.896) 1.414 |
(2.321) 1.455 |
| Net Cash from operating activities | 23.163 | 23.459 | 20.570 | 18.956 |
| Cash flows from investing activities | ||||
| Purchase of tangible and intangible fixed assets | (6.769) | (16.993) | (4.992) | (15.553) |
| Sale of tangible assets | 2.106 | 9.489 | 9.489 | |
| Interest and related income received | 91 | 72 | 60 | 20 |
| Purchase of investments | (2.418) | (1) | (2.418) | |
| Sale of long and short term investments | 473 | 473 | ||
| Guarrantees paid | (5) | (19) | ||
| Government grants received | 18 | |||
| Received dividends from subsidiaries | 65 | 63 | 1.369 | 955 |
| Net Cash flows used in investing activities | (6.909) | (6.902) | (5.982) | (4.635) |
| Cash flows from financing activities | ||||
| Net variation of short term borrowings | 14.853 | 1.009 | 14.735 | 1.286 |
| Increase/decrease of Long term debt/borrowings | 732 | |||
| Long term borrowings payments | (22.822) | (11.729) | (22.822) | (11.411) |
| Payment of finance lease liabilities | (4.632) | (4.280) | (4.297) | (3.957) |
| Dividends paid to minority from subsidiaries | (1.316) | (1.245) | ||
| Dividends paid of parent company | (2.520) | (2.520) | (17) | |
| Paid up dividends of others | ||||
| Paid up capital by minority | ||||
| Net Cash flows used in financing activities | (15.705) | (16.245) | (14.904) | (14.099) |
| Net increase/ in cash and cash equivalents | 550 | 312 | (317) | 222 |
| Cash and cash equivalents at the beginning of the year | 7.026 | 6.714 | 6.406 | 6.184 |
| Cash and cash equivalents at the end of the year | 7.577 | 7.026 | 6.089 | 6.406 |
(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 2.597 and 2.751 employees respectively.
The Company's shares are publicly traded on the Athens Stock Exchange.
The financial statements of the Company and the Group, for the period ended in 30 September 2005, were approved for issuing, by the decision of the Board of Directors in 29 March 2006.
The subsidiaries, which were included in the accompanying consolidated financial statements of the Group, are described in Appendix II.
The principle out-of-book entries recorded for IFRS purposes on the equity of the 1st of January 2004 and the 31st of December 2004 are presented in Appendix I.
First Time Adoption of International Financial Reporting Standards: Pursuant to EU regulation 1606/2002 and according to Law 3229/2004 (as amended by Law 3301/2004) Greek entities listed on any Stock Exchange (foreign or domestic) are required to prepare their statutory financial statements (stand-alone and consolidated) from fiscal years beginning on January 1, 2005, onwards, in accordance with IFRS.
The Group applied IFRS 1 "First Time Adoption of IFRS" in the preparation of the accompanying financial statements, which is the first full set of financial statements IFRS, as the quarterly financial statements of the fiscal year 2005 prepared and published up to now are interim financial statements that were prepared on the basis of IFRS 34 and were in essence provisional in the context that the final assessment and determination of the items was in the accompanying financial statements.
Based on IFRS 1 "First Time Adoption of IFRS", for the preparation of the first financial statements in accordance with IFRS, an entity should apply the IFRS that are in effect at the year end date of the first full financial statements and for all the periods presented along with the transition balance sheet.
Based on the provisions of IFRS 1 "First Time Adoption of IFRS" and, the above mentioned Greek legislation, above entities are obliged to present at least one year of comparative financial statements in accordance with IFRS.
Consequently, all revised or newly issued Standards applicable to the Group and are in effect as at December 31, 2005, were used for the preparation of the current financial statements, the comparative financial statements as of December 31,2004 as well as the transition balance sheet as of January 1, 2004.
The Company applied the IFRS 1 Rule "First Time Adoption of IFRS " in the preparation of the accompanying financial statements. Based on the respective provisions of IFRS 1, the following exceptions were adopted:
• The Company decided not to apply IFRS 3 "Business Combinations" retrospectively, to business combinations, which occurred prior to the transition date to IFRS (1st of January 2004).
Consequently, and according to IFRS 1, regarding past business combinations the Company:
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The principal accounting policies adopted in the preparation of the accompanying financial statements is 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 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.
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 II.
(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.
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
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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.
(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.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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.
(h) 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.
As more fully described in Note 11, 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.
(i) 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:
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(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) Machinery and Equipment 10%- 10,80%
Equipment of Transportation 6%-10% Furniture and rest of Equipment 10%- 20%
(j) Goodwill: As more fully described in Note 2, goodwill on business combinations which occurred prior to the date of transition to IFRS, was written off in the statutory financial statements of the prior to the first time adoption period. Goodwill on acquisitions subsequent to the date of transition to IFRS is initially measured at cost being the excess value of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities assumed. 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, any goodwill acquired is allocated to each of the cash generating units expected to benefit from the combination's synergies. Impairment is determined by assessing the recoverable amount of the cash-generating units, to which the goodwill relates. When 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.
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.
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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.
(k)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
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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:
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.
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.
-21-
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.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
(ka) 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.
Diluted earnings per share are calculated by dividing the net profit attributable to equity holders of the parent company (after deducting interest on convertible shares, net of tax) by the weighted average number of shares outstanding during the year, (adjusted for the effect of dilutive convertible shares).
-22-
Financial assets in the scope of IAS 39 are classified as either
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
The Group determines the classification of its financial assets after initial recognition and, where allowed and appropriate, reevaluates this designation at each financial year-end.
(i) Financial assets at fair value through profit or loss
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 recognised in income.
Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, as well as through the amortisation 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, such as bonds, are subsequently measured at amortised cost. For investments carried at amortised cost, gains and losses are recognised in income when the investments are derecognised or impaired, as well as through the amortisation process.
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-forsale 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 recognised as a separate component of equity until the investment is derecognised 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 organised 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
-23-
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.
Based on prior GAAP (which the Company applied until December 31, 2004) other investments (except for investments in subsidiaries, affiliates and joint ventures, which would fall into this category of financial assets) need not be classified in the above mentioned groups, and thus are presented in the comparative 2004 balance sheet as "other investments" or "investments available for sale" and they were measured at the lower of cost or current value with the current value defined as follows:
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
For the listed entities, the average market value during the last month of each reporting period,
•
•For non-listed entities, the portion of net equity attributable to the Group's percentage of ownership.
(ab) 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 whose application is mandatory for the periods beginning January 1, 2006 onwards (except if mentioned otherwise below). The Group's assessment regarding the effect of these new standards and interpretations is as follows:
IFRS 6: Explorations and Evaluation of mineral reserves: Not applicable for the Group and will not affect the financial statements.
IFRS 7: Financial Instruments: Disclosures: This standard is in mandatory force for the periods starting from January 1, 2007 and onwards. It is not expected to affect significantly the Group's financial statements. The standard requires mainly additional disclosures regarding financial instruments.
IFRIC 3: Emission Rights: This interpretation was later withdrawn by the International Accounting Standards Board. It does not apply to the Group and will not affect the financial statements.
IFRIC 4: Determining whether an arrangement contains a lease: the application of the Interpretation 4 is not expected to alter the accounting treatment of any of the Group's contracts in force.
IFRIC 5: Right to Interest arising from Decommisioning, Restoration and Enviornmental Rehabilitation Funds: Not applicable for the Group and will not affect the financial statements.
IFRIC 6: Liabilities arising from participating in a specific market – waste electrical and electronic equipment: Not applicable for the Group and will not affect the financial statements.
IFRIC 7: Applying the restatement approach under IAS 29 financial reporting hyperinflationary economies: Not applicable for the Group and will not affect the financial statements.
IFRIC 8: Scope of IFRS 2: Will not affect the financial statements.
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(ac) Effect of first time adoption of IAS 39 "Financial Instruments: Recognition and Measurement": The Company using the provisions of IFRS 1 "First time adoption of IFRS" applied IAS 39 "Financial Instruments: Recognition and Measurement" from January 1, 2005 onwards and not from the transitional date to IFRS.
The cumulative effect of the initial application of IAS 39 was recognized directly in equity as of January 1, 2005 and is reflected separately in the accompanying statement of changes in equity.
(ah) Reclassifications: Certain line items of the previous year's financial statements were reclassified in order to conform t the current year's presentation.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The parent and the Group decided to proceed to the correction of certain line items which relate to the transition balance sheet aw at January 1, 2004 and the comparative financial statements for the year ended December 31, 2004, that had been reported in the interim quarterly financial statements of the year 2005. As mentioned above the accompanying financial statements comprise the first full set of financial statements prepared in accordance with IFRS. The above corrections were accounted for retrospectively in the period/year to which they relate.
The cumulative effect of corrections which relate to periods prior to the transition date was recorded against the beginning equity as at January 1, 2004.
Consequently, the transition balance sheet as of January 1, 2004 the balance sheet as of December 31, 2004, as well as the net profit after taxes for the year then ended 2004 are presented restated in conjunction to those included in the previously reported interim financial statements.
The effect of the above adjustments on the equity and the income statement is as follows:
| Total Equity | Income statement for the year ended |
|||
|---|---|---|---|---|
| 1-Jan-05 | 1-Jan-04 | 31-Dec-04 | ||
| As reported previously in the published interim financial statements of the 1st quarter 2005 |
156.690 | 144.180 | 13.120 | |
| Adjustments: | ||||
| Impairment of fixed assets of a group subsidiary (Ortelia Ltd) as referred to in the published financial statements of the 1st semester of 2005: |
(a) | (1.250) | (1.250) | - |
| Provision for staff termination indemnity with respect to Iatriki Tchniki S.A. that was accounted for in the annual financial statements of 2005 |
(b) | (54) | (45) | (9) |
| Deferred tax asset to the above provision Correction of wrong Dividend payable reversal in the stand alone Financial Statements of 2004, of |
13 | 16 | (3) | |
| subsidiary Phisiotherapy center S.A | (c) | 97 | ||
| Total | 155.496 | 142.901 | 13.109 |
(1) Within the 2nd quarter of 2005, the Group's subsidiary Ortelia Holding Ltd recognized impairment loss on its fixed asset (helicopter) due to the fact that it did not recognize any depreciation for the years since the acquisition date
-25-
until the transition date. The loss that arose came to the amount of € 1.250 and it was recognized in the retained earnings at the transition date. Due to this impairment loss, the balance of the fixed asset was adjusted to its fair value, which is estimated to require no further correction. Thus, the consolidated balance sheets of January 1st and December 31st 2004 are presented adjusted in relation to those included in the financial statements issued for the 1st quarter of 2005. The consolidated Equity included in the accompanying stand alone balance sheets for January the 1st and December 31st 2004 are presented decreased by € 1.250 respectively in relation to those presented in the issued financial statements of the 1st quarter of 2005.
(b) Iatriki Techniki S.A. did not account for staff termination indemnities up to the transition date, as management considered that it was not material.Following the adoption of IFRS by the Group and due to the accounting policies harmonization throughout the group, it was decided to consider such provision and it was estimated to the above mentioned amounts, irrespectively if they were still not material amounts due to the limited number of staff (not exceeding 25 persons) and their respective short period of service.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The effect of the above correction to the net profit for the year ended December 31, 2004 as well as for the quartelty periods of 2004, was immaterial and consequently it was not deemed necessary to republish the corrected results and earnings per share respectively.
(bb) During the preparation of IFRS Financial Statements of the subsidiary Phisiotherapy center S.A there was a reverse of the dividend liability to its share holders from year's 2004 profit but by mistake the amount reversed was greater by the correct one by the amount of €97. As a result a debit balance of this liability arose that was transferred as a decrease in the consolidated equity. After the correction of the stand alone financial statements an increase of the consolidated retained earnings arose with no effect in the consolidated results of year 2004.Altougth the relevant amount was of no significance, management decided to disclosure such correction.
| Total Equity | Income statement for the year ended |
|||
|---|---|---|---|---|
| 1-Jan-05 | 1-Jan-04 | 1-Jan-05 | ||
| As reported previously in the published interim financial statements of the 1st quarter 2005 |
143.760 | 133.422 | 10.338 | |
| Adjustments: | ||||
| Impairment of investment in a Group subsidiary (Ortelia Ltd) as referred to in the published financial statements of the 1st semester of 2005: |
(a) | (1.039) | (1.039) | - |
| Σύνολο | 142.721 | 132.383 | 10.338 |
Within the 2nd quarter of 2005 the Company recognized in its stand alone balance sheet the accumulated impairment losses concerning investments in subsidiaries and associates by adopting the relative provisions of IAS 27, in relation to measurement method in the stand alone balance sheet for investments in subsidiaries and associates (acquisition cost less impairment losses). The correction that took place was conducted in accordance with the provisions of IAS 8 "Accounting policies, changes in accounting estimates and errors", that is with retroactive correction of previous period's/year's accounts. The accumulated effect of the adjustments concerning years before January the 1st 2004 was recognized against the retained earnings at the above-mentioned date, while the corrections, concerning periods/fiscal
-26-
years included in the accompanying financial statements were made in the respective periods/fiscal years. Hence, stand alone balance sheets of January the 1st and of December the 31st 2004 are presented adjusted in relation to those included in the financial statements issued for the 1st quarter of 2005. The effect of the above corrections was that the Equity included in the accompanying stand alone balance sheets for January the 1st and December the 31st 2004 is presented decreased by € 1.039 respectively in relation to those presented in the issued financial statements of the 1st quarter of 2005. The subsidiary on which the impairment loss took place is fully consolidated and as a result the impairment loss was eliminated at consolidation and has no effect on Group's financial statements.
The Group proceeds to judgments and estimates in order either 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 experience in conjunction to the volume / level of such transactions and events.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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, 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 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.
-27-
(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 | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Wages and Salaries | 51.712 | 48.679 | 49.665 | 46.806 |
| Social security costs | 12.596 | 11.563 | 12.049 | 11.085 |
| Provision for retirement indemnities | 1.566 | 1.668 | 1.525 | 1.605 |
| Other staff expenses | 600 | |||
| Total payroll | 65.874 | 62.510 | 63.239 | 59.496 |
| Less: amounts charged to cost of sales (Note 7) | (52.370) | (48.309) | (50.842) | (47.083) |
| Payroll expensed to to administrative and distribution cost (Note 8) |
13.504 | 14.201 | 12.397 | 12.413 |
Depreciation and amortization accounted in the accompanying financial statements is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Depreciation of property land and equipment (Note 11) | 10.792 | 10.384 | 10.222 | 10.104 |
| Amortization of intangible assets (Note 12) | 19 | 135 | 19 | 135 |
| 10.811 | 10.519 | 10.241 | 10.239 | |
| Less: depreciation and amortization charged to cost of sales | (8.753) | (9.492) | (8.252) | (9.237) |
| Depreciation and amortization expensed (Note 6) | 2.058 | 1.027 | 1.989 | 1.002 |
The cost of sales that are presented in the accompanying financial statements is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Payroll cost (Note 4) | 52.370 | 48.309 | 50.842 | 47.083 |
| Third party fees | 15.143 | 14.592 | 14.667 | 14.166 |
| Depreciation and amortization (Note 5) | 8.753 | 9.492 | 8.252 | 9.237 |
| Other third parties expenses | 8.500 | 7.520 | 9.496 | 8.634 |
| Taxies and duties | 253 | 1.036 | 253 | 1.006 |
| Other expenses and special materials | 52.476 | 38.635 | 52.325 | 38.501 |
| Health care materials, medicines and other cunsumables | 30.637 | 29.819 | 34.619 | 32.281 |
| 168.132 | 149.403 | 170.454 | 150.908 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The administrative expenses and distribution costs that are presented in the accompanying financial statements are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Payroll cost (Note 5) | 13.504 | 14.201 | 12.397 | 12.413 |
| Third party fees | 878 | 1.425 | 834 | 1.387 |
| Depreciation and amortization (Note 6) | 2.058 | 1.027 | 1.989 | 1.002 |
| Other third parties expenses | 1.941 | 1.600 | 1.589 | 1.074 |
| Taxies and duties | 331 | 1.190 | 320 | 1.160 |
| Other expenses and special materials | 4.208 | 2.945 | 3.446 | 2.709 |
| Health care materials, medicenes and other cunsumables | 418 | 344 | 418 | 326 |
| Write off of doubtfoul deptors | - | 1.465 | - | 1.465 |
| Provision for doubtfoul deptors | - | 850 | - | 850 |
| 23.338 | 25.047 | 20.993 | 22.386 |
The other income / (expenses) that are presented in the accompanying financial statements are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Income from rentals/other services | 2.090 | 1.954 | 2.017 | 1.954 |
| Government Grants | 382 | 183 | 379 | 182 |
| Other Income | 10 | 406 | 10 | 396 |
| Profit on disposals of fixed assets | 501 | 13 | 501 | - |
| Income from prior years' provisions | 459 | 29 | 379 | 28 |
| 3.442 | 2.585 | 3.286 | 2.560 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The financial income/ (costs) that are presented in the accompanying financial statements are analyzed as follows:
| The Group | 2005 | 2004 |
|---|---|---|
| Interest on non-current loans/borrowings | (3.066) | (3.652) |
| Interest on current loans/borrowings & relevant expenses | (1.346) | (487) |
| Factoring commissions | (845) | (913) |
| Finance lease interest | (708) | (552) |
| Total financial costs | (5.965) | (5.604) |
| Gains from sale of investments & shares (gain from lease | ||
| back sale) | - | 250 |
| Dividends from investments in companies and from shares | 65 | 62 |
| Interest on deposits | 91 | 72 |
| Total financial income | 156 | 384 |
| Financial income/(costs) | (5.809) | (5.220) |
| The company | 2005 | 2004 |
|---|---|---|
| Interest on non-current loans/borrowings | (3.066) | (3.652) |
| Interest on current loans/borrowings & relevant expenses | (1.262) | (430) |
| Factoring commissions | (845) | (913) |
| Finance lease interest | (676) | (525) |
| Total financial costs | (5.849) | (5.520) |
| Gains from sale of investments & shares (gain from lease | ||
| back sale) | 250 | |
| Dividends from investments in companies and from shares | 1.369 | 956 |
| Interest on deposits | 60 | 20 |
| Total financial income | 1.429 | 1.226 |
| Financial income/(costs) | (4.420) | (4.294) |
(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 period of 2005 is 32% (35 % until the 31st of December 2004).
In November of 2004 a new tax act was approved, according to which, the tax rate of the companies is gradually reduced from 35% to 25%. In particular, for the periods of 2005 and 2006 the tax rate will be reduced to 32% and 29% respectively, while from the period of 2007 onwards it will reach 25%.
The provision for income taxes presented in the accompanying financial statements is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Current income taxes: | ||||
| Current income tax charge | 3.862 | 3.622 | 1.260 | 1.772 |
| Prior years' taxes | 1.998 | 121 | 1.989 | |
| Deferred income taxes | 4.038 | (6.089) | 3.955 | (5.123) |
| Total provision for income taxes | 9.898 | (2.346) | 7.204 | (3.351) |
The reconciliation of the provision for income taxes to the amount determined by the application of the Greek statutory tax rate to pretax income is summarized as follows:
| The group | The company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Profit before income taxes | 21.850 | 10.763 | 15.104 | 6.986 |
| Income taxes calculated at the nominal applicable tax rate (32% and 35%) |
6.992 | 3.767 | 4.833 | 2.445 |
| Additional tax assessments | 1.998 | 121 | 1.988 | |
| Tax effects of non-taxable income and expenses not deductible for tax purposes |
(126) | (1.792) | (438) | (2.098) |
| Expenses not deductible for tax purposes | 430 | 766 | 233 | 550 |
| Tax effects of losses from subsidiaries for which no deferred tax asset was recognized |
32 | (341) | (436) | |
| Tax effects of profits from subsidiaries taxed at different rates |
(7) | (43) | ||
| Tax effects of deferred tax from change in statutory tax rate |
580 | (4.823) | 587 | (3.811) |
| Income taxes reported in the statements of income | 9.898 | (2.346) | 7.204 | (3.351) |
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
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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 2004. Regarding its subsidiaries, the tax authorities have not audited their books and their elements for the years mentioned in Appendix II.
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, no estimate has 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 2004 | (15.412) | (11.922) |
| Charged directly to equity | ||
| Charged to the consolidated statement of income | 6.089 | 5.123 |
| Closing balance, December, 31st 2004 | (9.323) | (6.799) |
| The Group | The Company |
|
|---|---|---|
| Opening balance, January 1st 2005 | (9.323) | (6.799) |
| Charged directly to equity | ||
| Charged to the consolidated statement of income | (4.038) | (3.955) |
| Closing balance, December, 31st 2005 | (13.361) | (10.754) |
| The Group | The Company | |||
|---|---|---|---|---|
| Deferred income tax Liabilities | 2005 | 2004 | 2005 | 2004 |
| - Property plant and equipment | (17.715) | ( 15.679) | ( 15.215) | ( 13.179) |
| - Leases | (2.157) | ( 1.701) | ( 1.970) | ( 1.521) |
| - Other | (191) | ( 228) | ( 178) | ( 228) |
| (20.063) | ( 17.608) | ( 17.363) | ( 14.927) | |
| Deferred income tax Assets | ||||
| - Accounts receivable | 800 | 1.035 | 800 | 1.035 |
| - Deferred expenses | 2.255 | 3.788 | 2.177 | 3.645 |
| - Investment measurement | 1.128 | 1.253 | 1.128 | 1.253 |
| - Provision for retirement indemnities | 2.564 | 2.209 | 2.549 | 2.195 |
| - Other | (46) | (46) | ||
| Deferred income tax Assets | 6.701 | 8.285 | 6.608 | 8.128 |
| Net deferred income tax Liabilities | (13.362) | ( 9.323) | ( 10.755) | ( 6.799) |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The effect of the deferred taxes in debits/(credits) of the income statement is the following:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Deferred income tax Liabilities | ||||
| - Property plant and equipment | (2.036) | 7.874 | (2.036) | 6.874 |
| - Leases | (456) | (600) | (449) | (573) |
| - Other | 36 | (159) | 50 | (159) |
| (2.456) | 7.115 | (2.435) | 6.142 | |
| Deferred income tax Assets | ||||
| - Accounts receivable | (235) | 213 | (235) | 213 |
| - Deferred expenses | (1.533) | (2.121) | (1.468) | (2.117) |
| - Investment measurement | (125) | 1.253 | (125) | 1.253 |
| - Provision for retirement indemnities | 356 | (371) | 353 | (369) |
| - Other | (46) | (46) | ||
| (1.583) | (1.026) | (1.521) | (1.020) | |
| (Debit)/Credit of deferred income tax | (4.039) | 6.089 | (3.956) | 5.122 |
The calculation of basic earnings per share in the 31st of December 2005 and 2004 is the following:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Net profit attributable to equity holders of the parent | 9.394 | 11.736 | 7.900 | 10.338 |
| Weighted average number of shares in circulation | 83.985.980 | 83.985.980 | 83.985.980 | 83.985.980 |
| Basic earnings per share | ||||
| Net profit per shareattributable to equity holders of the parent |
0,11 | 0,14 | 0,09 | 0,12 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) 13. PROPERTY LAND AND EQUIPMENT:
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 1.1.2004 | 59.676 | 159.758 | 51.377 | 4.748 | 24.829 | 7.897 | 308.285 |
| Additions | 3.813 | 4.373 | 1.246 | 86 | 807 | 6.540 | 16.850 |
| Sales/Deletions | (620) | (4.324) | (4.931) | ||||
| Balance 31.12.2004 |
62.869 | 159.807 | 52.623 | 4.834 | 25.636 | 14.437 | 320.204 |
| Depreciation | |||||||
| Balance 1.1.2004 | (31) | (14.287) | (1.100) | (11.176) | (26.594) | ||
| Year's Additions | (3.214) | (4.571) | (165) | (2.433) | (10.383) | ||
| Sales/Deletions | 568 | 24 | 592 | ||||
| Period Total | (2.646) | (4.571) | (142) | (2.433) | (9.792) | ||
| Balance 31.12.2004 |
(2.677) | (18.857) | (1.242) | (13.610) | (36.386) | ||
| Net Book Value 31.12.2004 |
62.869 | 157.129 | 33.765 | 3.592 | 12.026 | 14.437 | 283.818 |
| Land | Buildings and installations |
Machinery and equipment |
Transportatio n equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
|---|---|---|---|---|---|---|---|
| Cost or | |||||||
| measurement | |||||||
| Balance 1.1.2005 | 62.869 | 159.807 | 52.623 | 4.834 | 25.636 | 14.437 | 320.204 |
| New consolidated company (Medsana SRL) |
1 | 10 | 3 | 14 | |||
| Exchange Differences | 3 | 32 | 48 | 3 | 5 | 8 | 99 |
| Additions | 89 | 953 | 1.995 | 12 | 1.078 | 2.605 | 6.732 |
| Sales/Deletions | (114) | (2.428) | (45) | (2.587) | |||
| Transfers | 365 | 364 | 1 | (730) | 0 | ||
| Transfers from fixed assets under constractions |
747 | 180 | 8 | (935) | 0 | ||
| Balance 31.12.2005 | 62.961 | 161.905 | 55.106 | 2.422 | 25.955 | 16.115 | 324.462 |
| Depreciation | |||||||
| Balance 1.1.2005 | (2.677) | (18.857) | (1.242) | (13.610) | (36.386) | ||
| New consolidated | (8) | (2) | (10) | ||||
| company (Medsana SRL) |
|||||||
| Exchange Differences | (2) | (17) | (1) | (1) | (21) | ||
| Year's Additions | (3.329) | (4.698) | (210) | (2.554) | (10.792) | ||
| Sales/Deletions | 51 | 37 | 88 | ||||
| Period total | (3.331) | (4.672) | (211) | (2.520) | (10.734) | ||
| Balance 31.12.2005 | (6.008) | (23.529) | (1.453) | (16.130) | (47.120) | ||
| Net Book Value 31.12.2005 |
62.961 | 155.896 | 31.576 | 969 | 9.825 | 16.115 | 277.342 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Movement for year 2004 – Company | |||||||
|---|---|---|---|---|---|---|---|
| Land | Buildings and installations |
Machinery and equipment |
Transportation equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
| Cost or | |||||||
| measurement | |||||||
| Balance 1.1.2004 | 43.148 | 158.204 | 47.080 | 2.231 | 24.391 | 5.993 | 281.048 |
| Additions | 3.772 | 4.373 | 1.087 | 4 | 747 | 5.536 | 15.519 |
| Sales/Deletions | (620) | (4.419) | (5.039) | ||||
| Balance 31.12.2004 | 46.300 | 158.158 | 48.167 | 2.235 | 25.138 | 11.529 | 291.528 |
| Depreciation | |||||||
| Balance 1.1.2004 | (12.873) | (1.059) | (10.881) | (24.813) | |||
| Year's Additions | (3.203) | (4.334) | (158) | (2.409) | (10.104) | ||
| Sales/Deletions | 563 | 563 | |||||
| Period Total | (2.640) | (4.334) | (158) | (2.409) | (9.541) | ||
| Balance 31.12.2004 | (2.640) | (17.207) | (1.216) | (13.291) | (34.354) | ||
| Net Book Value 31.12.2004 |
46.300 | 155.517 | 30.960 | 1.019 | 11.848 | 11.529 | 257.174 |
| Land | Buildings and installations |
Machinery and equipment |
Transportation equipment |
Furniture and fixtures |
Construction / Purchases in Progress |
Total | |
|---|---|---|---|---|---|---|---|
| Cost or | |||||||
| measurement | |||||||
| Balance 1.1.2005 | 46.300 | 158.158 | 48.167 | 2.235 | 25.138 | 11.529 | 291.528 |
| Additions | 89 | 907 | 793 | 12 | 923 | 2.232 | 4.956 |
| Sales -Deletions | (18) | (32) | (50) | ||||
| Transfers | 365 | 364 | 1 | (730) | 0 | ||
| Transfers from fixed assets under constractions |
450 | -450 | 0 | ||||
| Balance 31.12.2005 | 46.389 | 159.880 | 49.306 | 2.248 | 25.299 | 13.311 | 296.434 |
| Depreciation | |||||||
| Balance 1.1.2005 | (2.640) | (17.207) | (1.216) | (13.291) | (34.354) | ||
| Year's Additions | (3.176) | (4.368) | (178) | (2.500) | (10.222) | ||
| Sales -Deletions | 12 | 25 | 37 | ||||
| Period Total | (3.176) | (4.356) | (178) | (2.475) | (10.185) | ||
| Balance 31.12.2005 | (5.817) | (21.563) | (1.394) | (15.766) | (44.539) | ||
| Net Book Value 31.12.2005 |
46.389 | 154.063 | 27.743 | 854 | 9.533 | 13.311 | 251.895 |
Use of fair value as deemed cost: Within year 2004 the Group appointed an independent firm of appraisers to conduct a valuation of its land buildings and machinery as of January 1, 2004 (transition date to IFRS). The valuations were performed based on appropriate valuation techniques depending on the nature and the usage of the valued fixed assets.
The main valuation techniques used were as follows:
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
In addition, the appraisers determined the economic useful lives of the items of tangible assets from the date of acquisition or construction, which are set forth in Note 3. Depreciation in the accompanying income statements has been determined after deducting from the economic useful life of each fixed asset the years elapsed from the date of acquisition or construction through to the IFRS transition date.
The Company used the fair values determined as above in its opening IFRS balance sheet as deemed cost based on the exception provided in IFRS 1.
The aggregate adjustments to the respective carrying amounts reported under previous GAS, by category of fixed assets, are as follows:
| The Group 1st January 2004 |
The Company 1st January 2004 |
|||||
|---|---|---|---|---|---|---|
| Increase in Value |
Decrease in Value |
Total | Increase in Value |
Decrease in Value |
Total | |
| Land | 38.717 | - | 38.717 | 28.715 | - | 28.715 |
| Buildings | 30.761 | - | 30.761 | 30.761 | - | 30.761 |
| 69.477 | - | 69.477 | 59.476 | - | 59.476 |
Tax revaluation of land and buildings: In accordance with Greek tax legislation, land and the buildings are revaluated every four years based on non industry specific indexes that were announced through respective Ministerial Decisions. The latest of this revaluation, which was applied in December 31,2004, was reversed for IFRS reporting purposes on the basis of not meeting the criteria set forth in IAS 16, however, it resulted to an increase of the tax base of the related assets. The net surplus on land and buildings was taxed at 2% and 8% respectively.
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.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The Group
| Cost | Goodwill | Rights/ Licenses | Other | Total |
|---|---|---|---|---|
| Balance 1.1.2004 | 398 | 671 | 1.069 | |
| Additions | 34 | 34 | ||
| Sales/Deletions | (135) | (135) | ||
| Balance 31.12.2004 | 398 | 570 | 968 | |
| Accumulated amortization | ||||
| Balance 1.1.2004 | (558) | (558) | ||
| Additions | (136) | (136) | ||
| Sales/Deletions | 135 | 135 | ||
| Balance 31.12.2004 | (559) | (559) | ||
| Balance 31 December 2004 | 398 | 11 | 409 | |
| Cost | Goodwill | Rights/ Licenses | Other | Total |
| Balance 1.1.2005 | 398 | 570 | 968 | |
| Additions | 1.979 | 37 | 2.016 | |
| Transfers - Deletions | 8 | 8 | ||
| Balance 31.12.2005 | 1.979 | 398 | 615 | 2.991 |
| Accumulated amortization | ||||
| Balance 1.1.2005 | (559) | (559) | ||
| Additions | (19) | (19) | ||
| Transfers/ Deletions | (8) | (8) | ||
| Exchange differences | ||||
| 31.12.2005 | (586) | (586) | ||
| Net Book Value 31.12.2005 | 1.979 | 398 | 29 | 2.406 |
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.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| The Company | Goodwill | Rights/ Licenses | Other | Total |
|---|---|---|---|---|
| Cost | ||||
| Balance 1.1.2004 | 398 | 671 | 1.069 | |
| Additions | 34 | 34 | ||
| Sales/Deletions | (135) | (135) | ||
| Balance 31.12.2004 | 398 | 570 | 968 | |
| Accumulated amortization | ||||
| Balance 1.1.2004 | (558) | (558) | ||
| Additions | (136) | (136) | ||
| Sales/Deletions | 135 | 135 | ||
| Balance 31.12.2004 | (559) | (559) | ||
| Net Book Value e 31 December 2004 | 398 | 11 | 409 | |
| Cost | ||||
| Balance 1.1.2005 | 398 | 570 | 968 | |
| Additions | 37 | 37 | ||
| Transfers - Deletions | 8 | 8 | ||
| Balance 31.12.2005 | 398 | 615 | 1.012 | |
| Accumulated amortization | ||||
| Balance 1.1.2005 | (559) | (559) | ||
| Additions | (19) | (19) | ||
| Transfers/ Deletions | (8) | (8) | ||
| Balance 31.12.2005 | (586) | (586) | ||
| Net Book Value 31.12.2005 | 398 | 29 | 427 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The investments of the Company in subsidiaries at the 31st December 2005 are analyzed as follows:
| Participation | Acquisition cost | |
|---|---|---|
| Iatriki Techniki S.A. | 56,00% | 4.139 |
| 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 |
| Prostate Institute | 98,90% | 668 |
| Electronystagmografiki S.A. | 100,00% | 18 |
| 16.077 | ||
| Impairment loss | (2.491) | |
| Balance | 13.586 |
The above-mentioned subsidiaries are consolidated, except from Athens Pediatrics Center SA , the Prostate Institute and Electronystagmografiki S.A., which are under liquidation procedure and their acquisition cost is totally deleted in the Company's retained earnings. The operation of these companies was interrupted before the transition date, the assets and liabilities of their 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 their dissolution and their final deletion from the S.A. register.
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 € 2.491, was charged against the retained earnings of 1st of January 2004.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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.
| Acquisition | ||
|---|---|---|
| Percentage | cost | |
| Nevrolitourgiki S.A. | 25,10% | 6 |
| 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 |
| 499 | ||
| Impairment loss | (499) | |
| 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.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 financial statements of year 2005, did not proceed in the reversal of the already formed impairment on the acquisition cost of the investment on Interoptics S.A. .(ex-In Health S.A.), due to the short period of time from the merge to the approval of the financial statements of year 2005, as it did not have adequate information to form an estimation for the future profitability of Interoptics S.A.
The inventories are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 | |
| Merchandise | 202 | 170 | ||
| Raw materials and consumable materials | 4.954 | 5.172 | 4.638 | 5.126 |
| Finished and semi-finished products | 46 | 45 | ||
| 5.202 | 5.387 | 4.638 | 5.126 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The trade accounts receivable are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 | |
| Trade debtors - open balances | 81.788 | 64.223 | 80.945 | 63.321 |
| Checks receivable (postdated) & bills receivable | 12.293 | 9.061 | 11.110 | 8.983 |
| Pass due debtors | 517 | 244 | 303 | 244 |
| Less: Provision for impairment | (3.018) | (3.200) | (3.018) | (3.200) |
| 91.580 | 70.328 | 89.340 | 69.347 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 | |
| Advance payments for purchases | 202 | 111 | 187 | 71 |
| Advances | 938 | 574 | 901 | 543 |
| Other accounts receivable | 10.836 | 8.234 | 8.093 | 6.745 |
| Short-term receivables from associates | 26 | 33 | 3.827 | 5.561 |
| Prepaid expenses and other debtors | 2.056 | 1.165 | 1.520 | 1.090 |
| 14.059 | 10.118 | 14.528 | 14.010 |
The cash and cash equivalents are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 | |
| Cash in hand | 538 | 418 | 504 | 391 |
| Deposits (sight and time) | 7.039 | 6.608 | 5.585 | 6.014 |
| 7.577 | 7.026 | 6.089 | 6.405 |
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.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The share capital of the Company consists of 83.985.980 common nominal shares, with nominal value € 0,31 each. The share capital of the Company was not differentiated during the period from 1, January 2004 until the approval date of the interim financial statements. The Company's shares are publicly traded on the Athens Stock Exchange (main market).
According to the Shareholders Record of the Company, in the 31st of December 2005, the shareholders with a holding a percentage in the Company greater than 2 % were the following:
| Number of shares acquired |
% 31st December 2005 |
|
|---|---|---|
| G. Apostolopoulos Holdings S. A. | 47.633.843 | 56,71% |
| Georgios Apostolopoulos | 1.900.591 | 2,26% |
| Credito Italiano Milano | 3.096.370 | 3,69% |
| Banca Commerciale Italiana Milan | 3.461.813 | 4,12% |
| Morgan Stanley and Co International Ltd | 3.397.400 | 4,05% |
| Free float | 24.495.963 | 29,17% |
| 83.985.980 | 100,00% |
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.
The legal, tax free and special reserves are analyzed as follows:
| 31.12.2005 | 31.12.2004 | |
|---|---|---|
| Legal reserve | 6.629 | 5.998 |
| Less: Impairment of investments | (3.039) | (3.039) |
| Tax free and specially taxed reserves | 70.610 | 70.548 |
| Other | 464 | 521 |
| 74.664 | 74.028 | |
| The Company | ||
| 31.12.2005 | 31.12.2004 | |
| Legal reserve | 6.213 | 5.818 |
| Less: Impairment of investments | (3.039) | (3.039) |
| Tax free and specially taxed reserves | 70.548 | 70.548 |
| Other | 440 | 440 |
| 74.162 | 73.767 |
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.
-42-
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
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) 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 | 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 |
| 45.758 | 68.467 | 45.644 | 68.467 | |
| Syndicated bank loan | ||||
| Finance leases | 8.821 | 12.038 | 8.463 | 12.038 |
| 54.579 | 80.505 | 54.107 | 80.505 | |
| Current loans | ||||
| Bank loans | 24.350 | 7.445 | 24.041 | 7.000 |
| Non-current loans payable within the next 12 months | 22.999 | 22.822 | 22.822 | 22.822 |
| Finance leases | 3.894 | 4.551 | 3.635 | 4.296 |
| Other loans (factoring) | 10.597 | 12.964 | 10.597 | 12.964 |
| 61.840 | 47.782 | 61.095 | 47.082 | |
| Total of loans due | 116.419 | 128.287 | 115.202 | 127.587 |
| The Group | The Company | |||
| Maturity of non-current loans | 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 |
| Between 1 & 2 years | 22.822 | 22.823 | 22.822 | 22.822 |
| Between 2 & 5 years | 22.936 | 45.644 | 22.822 | 45.645 |
| Over 5 years | ||||
| 45.758 | 68.467 | 45.644 | 68.467 |
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 3,51% to 4,5%.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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 | |||
|---|---|---|---|---|
| 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 | |
| Up to one year | 4.433 | 5.302 | 4.166 | 5.040 |
| Between 2 & 5 years | 5.340 | 8.320 | 4.994 | 8.320 |
| After 5 years | 5.903 | 6.661 | 5.903 | 6.661 |
| Total | 15.676 | 20.283 | 15.063 | 20.021 |
| Future finance charges on finance leases | (2.962) | (3.693) | (2.966) | (3.686) |
| Present value of lease liability | 12.714 | 16.590 | 12.097 | 16.335 |
The present value of the leasing liabilities is the following:
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2005 | 31.12.2004 | 31.12.2005 | 31.12.2004 | |
| Until one year | 3.894 | 4.551 | 3.635 | 4.296 |
| From 2 to 5 years | 3.634 | 6.388 | 3.276 | 6.388 |
| After 5 years | 5.186 | 5.651 | 5.186 | 5.651 |
| TOTAL | 12.714 | 16.590 | 12.097 | 16.335 |
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.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
The movement in the government grants during the interim period ended in 31st Deceember 2005 and the year ended in 31st December 2004 was the following:
| The Group | The Company | |
|---|---|---|
| Balance 1.1.2004 | 109 | 109 |
| Additions | ||
| Depreciation | (36) | (36) |
| Balance 31.12.2004 | 73 | 73 |
| The Group | The Company | |
|---|---|---|
| Balance 1.1.2005 | 73 | 73 |
| Additions | 18 | - |
| Depreciation | (20) | (20) |
| Balance 31.12.2005 | 71 | 53 |
The movement of the net liability in the accompanying balance sheets of the Company and the Group is the following:
| 31st December |
31st December |
|
|---|---|---|
| The Company | 2005 | 2004 |
| Net liability at the beginning of period | 8.781 | 7.326 |
| Actual benefits paid by the Company | (112) | (150) |
| Expense recognized in the income statement (Note 4) | 1.525 | 1.605 |
| Net liability at the end of the period | 10.194 | 8.781 |
| -45- | ||
| 31st | 31st | |
| December | December | |
| The Group | 2005 | 2004 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Net liability at the beginning of period | 8.834 | 7.371 |
|---|---|---|
| Actual benefits paid by the Company | (142) | (205) |
| Expense recognized in the income statement (Note 4) | 1.566 | 1.668 |
| Net liability at the end of the period | 10.258 | 8.834 |
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 31ST December 2005 and 31st of December 2004 is the following:
| The | ||||
|---|---|---|---|---|
| The Group | Company | |||
| 31st | 31nd | 31st | 31nd | |
| December | December | December | December | |
| 2005 | 2004 | 2005 | 2004 | |
| Present Value of un funded obligations | 11.704 | 9.227 | 11.640 | 9.173 |
| Unrecognized actuarial net loss | (1.446) | (392) | (1.446) | (392) |
| Net liability in balance Sheet | 10.258 | 8.834 | 10.194 | 8.781 |
| Components of net periodic pension cost: | ||||
| Service cost | 1.056 | 869 | 1.046 | 860 |
| Interest cost | 362 | 316 | 362 | 316 |
| Analogical losses | 55 | 373 | 55 | 373 |
| Regular charge to operations/results | 1.473 | 1.558 | 1.463 | 1.549 |
| Additional cost of extra benefits | 44 | 55 | 44 | 55 |
| Total charge to operations/results | 1.517 | 1.613 | 1.507 | 1.604 |
| Reconciliation of benefit obligation: | ||||
| Net liability at start of period | 8.834 | 7.371 | 8.781 | 7.326 |
| Service cost | 1.056 | 869 | 1.046 | 860 |
| Interest cost | 362 | 317 | 362 | 317 |
| Benefits paid | (94) | (150) | (94) | (150) |
| Additional cost of extra benefits | 44 | 55 | 44 | 55 |
| Analogical losses | 55 | 373 | 55 | 373 |
| Present value of obligation at the end of the period | 10.258 | 8.834 | 10.194 | 8.781 |
| Principal assumptions: | 2005 & 2004 |
|---|---|
| Discount rate | 4.0% |
| Rate of compensation increase | 4.0% |
| 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 | |||
|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Suppliers | 58.422 | 47.044 | 64.985 | 53.320 |
| Checks outstanding (postdated) | 14.822 | 8.892 | 13.905 | 8.627 |
| 73.244 | 55.936 | 78.890 | 61.947 |
The amount represented in the accompanying consolidated balance sheet is analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Customers' advances | 59 | 145 | 59 | 90 |
| Sundry creditors | 4.356 | 3.846 | 4.162 | 3.135 |
| Insurance and pension contributions payable | 3.435 | 3.175 | 3.287 | 3.077 |
| Accrued expenses | 955 | 418 | 900 | 385 |
| Other | 64 | 97 | 63 | 0 |
| 8.869 | 7.681 | 8.471 | 6.687 |
The Company and its subsidiaries are related to the following legal and natural persons:
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:
-47-
| The | The | ||
|---|---|---|---|
| The Group | The Group | Company | Company |
| 30st | 30st December | 30st | 30st |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| December | December | December | ||
|---|---|---|---|---|
| Receivables/(liabilities) from/to: | 2005 | 2004 | 2005 | 2004 |
| Receivables | (Liabilities) | Receivables | (Liabilities) | |
| LA VIE Assurance | 2.452 | (55) | 2.452 | (48) |
| SYCHRONI ECHODIAGNOSI | (71) | (27) | ||
| IKODOMIKI EKMETALEFTIKI S.A. | 5 | 3 | ||
| PROSTATE INSTITUTE | (34) | (34) | ||
| KORINTHIAKOS RYTHMOS | (201) | (110) | ||
| HERODIKOS Ltd | 41 | (2) | 41 | (2) |
| QUS ATH. CENTER OF ENVIRONMENT | 85 | 85 | ||
| TRADOR A.E. | 14 | 14 | ||
| AGGEIOLOGIKI DIEREVNISI S.A. | 6 | 6 | ||
| ATHENS PAEDIATRICS CENTER | 14 | 14 | ||
| ELECTRONYSTAGMOGRAFIKI S.A. | (6) | (6) | ||
| NEVROLITOURGIKI S.A. | (1) | (1) | ||
| MEDISOFT | 190 | 190 | ||
| G. APOSTOLOPOULOS Holdings | 2 | |||
| 2.809 | (370) | 2.805 | (228) |
The transactions with the related parties for the period ended in 30th September 2005 are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| Purchases from related parties |
Sales to related parties |
Purchases from related parties |
Sales to related parties |
|
| Services | ||||
| LA VIE Assurance | 181 | 1.325 | 181 | 1.320 |
| The Group | The Company | |||
| Rents | ||||
| Other Company's transactions | payable | Rents payable | ||
| KORINTHIAKOS RYTHMOS | 360 | 254 |
The fees that were given to the members of the boardfor the years 2005 and 2004 were the following:
| The Group | The Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Director's Fees | 181 | 266 | 181 | 266 |
| Director's Salaries | 2.152 | 1.939 | 1.891 | 1.678 |
| 2.333 | 2.205 | 2.072 | 1.944 |
(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 29 March 2006, the Board of Directors proposed Dividend amounted to € 3.359 (€ 0,04 per share). This proposition of the Board of Directors submits to the approval of the annual General Assembly of the Shareholders.
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 31sth of December 2005 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 31sth of December 2005 and they amount to € 1.156.
The minimum future payable rental leases based on non-reversible contracts of operational leases in 31sth of December 2005 are as follows:
| Commitments from operational leases: | The Group | The Company |
|---|---|---|
| Within one year | 1.156 | 1.078 |
| 2-5 years | 4.237 | 3.924 |
| After 5 years | 4.017 | 3.657 |
| 9.409 | 8.659 |
The Group in 31sth of December 2005 had the following contingent liabilities:
• Had issued letters of guarantee for good performance for a total amount of € 335 thousand.
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
According to the decision of the Regular General Assembly of the Shareholders in 30/6/2005, the acquisition of the remaining 49% of the shares of "Iatriki Techniki" S.A. for the amount of € 23,7 million was approved. Until the 30/9/2005 a further percentage of 5% of the Share Capital of the company was acquired for the amount of € 2,4 million. Consequently for the realization of the above mentioned decision of the General Assembly the amount of € 21,3 million remains to be paid up.
No subsequent events after the 31sth of December 2005 took place, that would have influenced the financial position and the results of the Company and the Group in the 31sth of December 2005.
Marousi, 29/3/2006
THE PRESIDENT OF THE BOD GEORGIOS B.
THE CHIEF EXECUTIVE OFFICER
THE CHIEF FINANCIAL OFFICER
PETROS ADAMOPOULOS
ID NUMBER Μ 253394
THE CHIEF ACCOUNTANT
PANAGIOTIS KATSICHTIS
ID NUMBER. ΑΒ 052569 O.E.E. Rank No.17856 Classification A'
APOSTOLOPOULOS ID NUMBER Σ 100951
VASSILIOS G. APOSTOLOPOULOS ID NUMBER. Ξ 350622
-50-
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) ATHENS MEDICAL S.A.
RECONCILIATION OF THE FINANCIAL STATEMENTS BETWEEN GREEK ACCOUNTING STANDARDS AND IFRS
| Balance sheet as at January 1st 2004 | Balance sheet of the parent company as at January 1st 2004 | ||
|---|---|---|---|
| GAS | Difference | IFRS | |
| ASSETS | |||
| FORMATION EXPENSES | |||
| Other formation expenses | 16.575 | (16.462) | 113 |
| FIXED ASSETS | |||
| Intangible assets | 398 | 398 | |
| Property, plant and equipment | 183.241 | 72.994 | 256.235 |
| Total tangible and intangible assets | 183.639 | 72.994 | 256.633 |
| Investments in subsidiaries | 12.008 | (841) | 11.167 |
| Investments in associates consolidated by the equity method |
|||
| Other long-term claims/Guarantees | 276 | 276 | |
| Deferred tax assets | 9.148 | 9.148 | |
| 12.285 | 8.307 | 20.592 | |
| Total fixed assets | 212.497 | 64.727 | 277.224 |
| CURRENT ASSETS | |||
| Inventories | 4.989 | 4.989 | |
| Trade accounts receivable, prepayments and other receivables |
58.456 | 16.309 | 74.765 |
| Financial assets at fair value through the income statement |
223 | 223 | |
| Cash and cash equivalents | 6.184 | 6.184 | |
| Total current assets | 69.852 | 16.309 | 86.161 |
| Prepayments and accrued income | 698 | (698) | - |
| TOTAL ASSETS | 283.047 | 80.452 | 363.499 |
| LIABILITIES EQUITY |
|||
| Share capital | 26.036 | 26.036 | |
| Share Premium | 15.267 | 15.267 | |
| Revaluation differences – Government Grants | 109 | (109) | - |
| Reserves | 68.887 | 198 | 69.085 |
| -51- | |||
| Retained earnings | - | 21.996 | 21.996 |
| (Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) | |||||
|---|---|---|---|---|---|
| Total Equity | 110.299 | 22.085 | 132.384 | ||
| Long-term liabilities | |||||
| Provisions | 7.326 | 7.326 | |||
| Government Grants | 109 | 109 | |||
| Long-term Loans | 91.289 | 8.168 | 99.456 | ||
| Deferred tax liabilities | 21.070 | 21.070 | |||
| Other long-term liabilities | 1.851 | 1.851 | |||
| Total long-term liabilities | 93.140 | 36.672 | 129.812 | ||
| Short-term liabilities | |||||
| Trade accounts payable, accrued and other liabilities |
60.073 | 60.073 | |||
| Short-term loans | 14.661 | 21.694 | 36.355 | ||
| Other short-term liabilities | 4.875 | 4.875 | |||
| Total short-term liabilities | 79.609 | 21.694 | 101.303 | ||
| ACCRUALS AND DEFERRED LIABILITIES | - | ||||
| TOTAL LIABILITIES | 283.048 | 80.451 | 363.499 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Balance sheet of the parent company as at December 31st 2004 |
|||||
|---|---|---|---|---|---|
| GAS | Difference | IFRS | |||
| ASSETS | |||||
| FORMATION EXPENSES | |||||
| Other formation expenses | 12.569 | (12.160) | 409 | ||
| FIXED ASSETS | |||||
| Intangible assets | |||||
| Property, plant and equipment | 179.744 | 77.430 | 257.174 | ||
| Total tangible and intangible assets | 179.744 | 77.430 | 257.174 | ||
| Long-term claims | |||||
| Investments in subsidiaries | 11.494 | (327) | 11.167 | ||
| Investments in associates consolidated by the equity method |
|||||
| Other long-term claims/Guarantees | 295 | - | 295 | ||
| Deferred tax assets | - | 8.128 | 8.128 | ||
| Total long-term claims | 11.789 | 7.801 | 19.590 | ||
| Total fixed assets | 204.102 | 73.072 | 277.174 | ||
| CURRENT ASSETS | |||||
| Inventories | 5.126 | - | 5.126 | ||
| Trade accounts receivable, prepayments and other receivables |
79.452 | 3.905 | 83.358 | ||
| Cash and cash equivalents | 6.406 | - | 6.406 | ||
| Total current assets | 90.984 | 3.905 | 94.889 | ||
| - | - | ||||
| TOTAL ASSETS | 295.086 | 76.977 | 372.063 | ||
| LIABILITIES | |||||
| EQUITY | |||||
| Share capital | 26.036 | - | 26.036 | ||
| Share Premium | 15.267 | - | 15.267 | ||
| Revaluation differences – Government Grants | 73 | (73) | |||
| Reserves | 74.072 | (304) | 73.767 | ||
| -53- | |||||
| Retained earnings | 11 | 27.640 | 27.651 | ||
| Total Equity | 115.459 | 27.263 | 142.722 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Long-term liabilities | |||
|---|---|---|---|
| Provisions | - | 8.781 | 8.781 |
| Government Grants | - | 73 | 73 |
| Long-term Loans | 68.467 | 12.038 | 80.505 |
| Deferred tax liabilities | 14.927 | 14.927 | |
| Other long-term liabilities | 5.013 | 5.013 | |
| Total long-term liabilities | 68.467 | 40.832 | 109.299 |
| Short-term liabilities | |||
| Trade accounts payable, accrued and other liabilities | 77.012 | (2.520) | 61.946 |
| Short-term loans | 29.822 | 11.402 | 47.082 |
| Other short-term liabilities | 4.326 | - | 11.014 |
| Total short-term liabilities | 111.161 | 8.882 | 120.043 |
| TOTAL LIABILITIES | 295.086 | 76.977 | 372.063 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Income Statement of parent company at December 31st 2004 |
|||
|---|---|---|---|
| GAS | Difference | IFRS | |
| Turnover | 182.014 | 182.014 | |
| Less: cost of sales | 151.671 | (763) | 150.908 |
| Gross profit | 30.343 | 763 | 31.106 |
| Plus: Other operating income | 7.573 | (5.013) | 2.560 |
| Total | 37.916 | (4.250) | 33.666 |
| Less: | |||
| Administrative and distribution expenses | 23.766 | (1.379) | 22.387 |
| Operating results before financial transactions | 14.150 | (2.871) | 11.279 |
| Financial income/expenses | (5.166) | 872 | (4.294) |
| Plus or less: extraordinary results | - | - | |
| Depreciation not charged to the operating cost | |||
| PROFIT BEFORE TAXES | 8.984 | (1.998) | 6.986 |
| Income taxes | (1.771) | 5.123 | 3.351 |
| PROFIT FOR THE PERIOD | 7.213 | 3.125 | 10.338 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) RECONCILIATION OF THE FINANCIAL STATEMENTS BETWEEN GREEK ACCOUNTING STANDARDS AND IFRS
| Consolidated Balance Sheet at January 1st 2004 | |||
|---|---|---|---|
| Greek Accounting Standards |
Difference | IFRS | |
| ASSETS | |||
| Long-term assets: | |||
| Tangible fixed assets | 198.931 | 82.759 | 281.690 |
| Goodwill | |||
| Intangible fixed assets | 18.479 | (17.968) | 511 |
| Investments in associates consolidated using the equity method. | |||
| 1.284 | (1.284) | ||
| Other investments | |||
| Other long-term claims | 296 | 296 | |
| Deferred tax assets | 9.311 | 9.311 | |
| Total long-term assets | 218.990 | 72.818 0 |
291.808 |
| Current Assets: | |||
| Inventories | 5.156 | 1 | 5.157 |
| Trade accounts receivable, | 49.980 | 22.433 | 72.413 |
| Prepayments and other receivables | 6.797 | (6.797) | |
| Other investments | 223 | 223 | |
| Cash and cash equivalents | 6.738 | (24) | 6.714 |
| Total current assets | 68.894 | 15.613 | 84.507 |
| TOTAL ASSETS | 287.884 | 88.430 | 376.314 |
| EQUITY AND LIABILITIES | |||
| Equity relative to parent company shareholders | |||
| Share capital | 26.036 | 26.036 | |
| Share Premium | 15.267 | 15.267 | |
| Treasury stock (own shares) | |||
| Retained earnings | 617 | 27.458 | 28.075 |
| Legal,tax free and special reserves | 70.470 | (1.284) | 69.186 |
| Other reserves | 109 | (109) | |
| Consolidation differences | 354 | (354) | |
| 112.853 | 25.711 | 138.564 | |
| Minority interest | 4.932 | (596) | 4.336 |
| Total equity | 117.785 | 25.115 | 142.900 |
| Long-term liabilities: | |||
|---|---|---|---|
| Long-term loans | 91.552 | 8.477 | 100.029 |
| (Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) | |||
|---|---|---|---|
| Other long-term liabilities | 1.907 | (55) | 1.852 |
| Provision for retirement indemnities | 7.371 | 7.371 | |
| Government Grants | 109 | 109 | |
| Deferred tax liabilities | 24.723 | 24.723 | |
| Total long-term liabilities | 93.459 | 40.625 | 134.084 |
| Short-term liabilities: | |||
| Trade accounts payable | 47.663 | 8.198 | 55.861 |
| Short-term loans | 3.973 | 33.426 | 37.399 |
| Long-term liabilities payable in the next period | 11.411 | (11.411) | |
| Accrued and other current liabilities | 7.508 | (7.508) | |
| Income taxes | 6.069 | 6.069 | |
| Dividends | 17 | (17) | |
| Total short-term liabilities | 76.641 | 22.688 | 99.329 |
| TOTAL LIABILITIES AND EQUITY | 287.885 | 88.428 | 376.313 |
ACCOUNTING STANDARDS AND IFRS
| Greek Accounting Standards |
Difference | IFRS | |
|---|---|---|---|
| ASSETS | |||
| Long-term assets: | |||
| Tangible fixed assets | 196.774 | 87.044 | 283.818 |
| Goodwill | |||
| Intangible fixed assets | 14.079 | (13.670) | 409 |
| Investments in associates consolidated with the equity method | |||
| 770 | (770) | ||
| Other investments | |||
| Other long-term claims | 300 | 300 | |
| Deferred tax assets | 8.285 | 8.285 | |
| Total long-term assets | 211.923 | 80.889 | 292.812 |
| Current Assets: | |||
| Inventories | 5.387 | 5.387 | |
| Trade accounts receivable, | 66.533 | 3.795 | 70.328 |
| Prepayments and other receivables | 10.007 | 111 | 10.118 |
| Claims from associated companies | |||
| Other investments | 1 | 1 | |
| Cash and cash equivalents | 7.026 | 7.026 | |
| Total current assets | 88.954 | 3.906 | 92.860 |
| TOTAL ASSETS | 300.877 | 84.795 | 385.672 |
| EQUITY AND LIABILITIES | |||
| Equity relative to parent company shareholders | |||
| Share capital | 26.036 | 26.036 | |
| Share Premium | 15.267 | 15.267 | |
| Treasury stock (own shares) | |||
| Retained earnings | 1.024 | 33.996 | 35.020 |
| Legal,tax free and special reserves | 75.737 | (1.709) | 74.028 |
| Other reserves | 73 | (73) | |
| Consolidation differences | 354 | (354) | |
| 118.491 | 31.860 | 150.351 | |
| Minority interest | 5.037 | 108 | 5.145 |
| Total equity | 123.528 | 31.968 | 155.496 |
|---|---|---|---|
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Long-term liabilities: | |||
|---|---|---|---|
| Long-term loans | 68.526 | 11.979 | 80.505 |
| Deferred income | 5.072 | 5.072 | |
| Provision for retirement indemnities | 8.834 | 8.834 | |
| Government Grants | 74 | 74 | |
| Deferred tax liabilities | 17.608 | 17.608 | |
| Total long-term liabilities | 68.526 | 43.567 | 112.093 |
| Short-term liabilities: | |||
| Trade accounts payable | 56.014 | (78) | 55.936 |
| Short-term loans | 7.445 | 34.479 | 47.782 |
| Long-term liabilities payable in the next period | 22.822 | (22.822) | |
| Accrued and other current liabilities | 13.338 | 297 | 7.681 |
| Income taxes | 6.684 | 6.684 | |
| Dividends | 2.520 | (2.520) | |
| Total short-term liabilities | 108.823 | 9.260 | 118.083 |
| TOTAL LIABILITIES AND EQUITY | 300.877 | 84.795 | 385.672 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated) RECONCILIATION OF THE FINANCIAL STATEMENTS BETWEEN GREEK ACCOUNTING STANDARDS AND IFRS
| Consolidated Income Statement– at December 31st 2004 | ||||
|---|---|---|---|---|
| Greek Accounting Standards |
Difference | IFRS | ||
| INCOME: | ||||
| Turnover | 187.848 | 187.848 | ||
| Cost of sales | (150.365) | 962 | (149.403) | |
| Gross profit | 37.483 | 962 | 38.445 | |
| Administrative and distribution expenses | (21.906) | (3.141) | (25.047) | |
| Other income/ (expenses) | 2.163 | 422 | 2.585 | |
| Financial income/(expenses) | (5.116) | (104) | (5.220) | |
| Profit/(loss) from exchange differences | ||||
| Loss from investment in associates | ||||
| Extraordinary income/(expenses) | 3.776 | (3.776) | ||
| Depreciation not charged to the operating cost | (2.250) | 2.250 | ||
| PROFIT BEFORE TAXES | 14.150 | (3.387) | 10.763 | |
| Income taxes | 3.743 | (1.397) | 2.346 | |
| PROFIT FOR THE PERIOD | 10.407 | 2.702 | 13.109 | |
| Attributable to: | ||||
| Equity holders of the parent company | 8.864 | 2.872 | 11.736 | |
| Minority interest | 1.543 | (170) | 1.373 | |
| 10.407 | 2.702 | 13.109 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| THE | THE COMPANY | ||||
|---|---|---|---|---|---|
| (The amounts are presented in thousands of Euro) | GROUP 31/12/2004 |
1/1/2004 | 31/12/2004 | 1/1/2004 | |
| Total equity, as presented according to G.A.S. | 123.528 | 117.785 | 115.459 | 110.298 | |
| Adjustments | |||||
| Deletion of intangible assets which are not recognized | (13.588) | (17.968) | (12.159) | (16.461) | |
| Valuation of fixed assets at fair value and differences due to depreciation rates | 66.429 | 68.385 | 56.428 | 58.384 | |
| Provision for retirement indemnities | (8.835) | (7.371) | (8.781) | (7.326) | |
| Provision/allowance for doubtful accounts | (3.200) | (2.350) | (3.200) | (2.350) | |
| Transfer of payable dividends' recognition in their approval time by the G.A. | 2.520 | (672) | 2.520 | 0 | |
| Reversal of fixed assets' valuation adjustment, according to L.2065 | (502) | 0 | (502) | 0 | |
| Accounting of leases | 5.502 | 3.146 | 5.169 | 2.710 | |
| Reversal of real estate lease back gain | (5.013) | 0 | (5.013) | 0 | |
| Effect due to investment measurement/valuation | (796) | (1.392) | 711 | 89 | |
| Impairment of investments in subsidiaries | (1) | (1.039) | (1.039) | ||
| Recognition of deferred taxation | (9.323) | (15.412) | (6.799) | (11.922) | |
| Transfer of government grants to deferred income | (73) | 0 | (73) | 0 | |
| Impairment of assets | (2) | (1.250) | (1.250) | ||
| Correction of Phisiotherapy center S.A Dividends (see note 3ae) | 97 | ||||
| Total adjustments | 31.968 | 25.116 | 27.262 | 22.085 | |
| Invested capitals according to International Accounting Standards | 155.496 | 142.901 | 142.721 | 132.383 |
(1)Within the 2nd quarter of 2005 the Company recognized in its stand alone balance sheet the accumulated impairment losses concerning investments in subsidiaries and associates by adopting the relative provisions of IAS 27, in relation to measurement method in the stand alone balance sheet for investments in subsidiaries and associates (acquisition cost less impairment losses). The correction that took place was conducted in accordance with the provisions of IAS 8 "Accounting policies, changes in accounting estimates and errors", that is with retroactive correction of previous period's/year's accounts. The accumulated effect of the adjustments concerning years before January the 1st 2004 was recognized against the retained earnings at the above-mentioned date, while the corrections, concerning periods/fiscal years included in the accompanying financial statements were made in the respective periods/fiscal years. Hence, stand alone balance sheets of January the 1st and of December the 31st 2004 are presented adjusted in relation to those included in the financial statements issued for the 1st quarter of 2005. The effect of the above corrections was that the Equity included in the accompanying stand alone balance sheets for January the 1st and December the 31st 2004 is presented decreased by € 1.039 respectively in relation to those presented in the issued financial statements of the 1st quarter of 2005.
(2) Within the 2nd quarter of 2005, the Group's subsidiary Ortelia Holding Ltd recognized impairment loss on its fixed asset (helicopter) due to the fact that it did not recognize any depreciation for the years since the acquisition date until the transition date. The loss that arose came to the amount of € 1.250 and it was recognized in the retained earnings at the transition date. Due to this impairment loss, the balance of the fixed asset was adjusted to its fair value, which is estimated to require no further correction. Thus, the consolidated balance sheets of January 1st and December 31st 2004 are presented adjusted in relation to those included in the financial statements issued for the 1st quarter of 2005. The consolidated Equity included in the accompanying stand alone balance sheets for January the 1st and December 31st 2004 are presented decreased by € 1.250 respectively in relation to those presented in the issued financial statements of the 1st quarter of 2005.
| THE GROUP | THE | ||
|---|---|---|---|
| 31-Dec-04 | COMPANY 31-Dec-04 |
||
| Period's profits, as presented according to GAS | 10.407 | 7.213 | |
| Adjustments: | |||
| Effect due to the de-recognition of intangible assets | 4.299 | 4.302 | |
| (Amortization write off in accounting books) | |||
| Depreciation of tangible fixed assets according to their | (1.956) | (1.956) | |
| useful lives | |||
| Provision for retirement indemnities | (1.463) | (1.455) | |
| Effect of deferred taxation | 6.089 | 5.123 | |
| Income from investments | (949) | ||
| Provision/allowance for doubtful accounts | (850) | (850) | |
| Accounting of leases | 2.632 | 2.459 | |
| Reversal of lease back gain | (5.013) | (5.013) | |
| Adjustments of impairment in investments | 514 | 514 | |
| Board of Director's fees | (600) | ||
| Total adjustments | 2.703 | 3.124 | |
| Period's profits according to International Accounting | 13.109 | 10.338 | |
| Standards |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
| Co 's m p an y na m e |
Co 's m p an y io lo t ca n tr co un y |
Ac iv i t ty |
ic ip io ( % ) Pa t t r a n |
i Ta d d te x au y ea rs |
|---|---|---|---|---|
| I A T R I K I T E C H N I K I S. A |
G R E E C E |
Sa le f M d ica l To ls & Sa i / He l h Eq ip tar t t o e o n y a u m en |
5 6, 0 0 % |
2 0 0 3- 2 0 0 5 |
| A S. A E R E V N |
G C R E E E |
iag ic & he ic Ce D T t t ter no s ra p eu n |
1, 0 0 % 5 |
2 0 0 5 |
| A X O N I K I E R E V N A S. A |
G R E E C E |
iag ic D Ce t ter no s n |
5 0, 5 0 % |
2 0 0 5 |
| S O A A S O S P H Y I T H E R P Y N D P R T A C I N J U R Y T R E T M E N T E N T E R S. A |
G C R E E E |
hy io he & Sp j ion / P In Re Tr t t to t tm t s ra p or ur s ra ea en y y Se ice rv s |
3 3, 0 0 % |
2 0 0 3- 2 0 0 5 |
| O S A A A S H P I T L F F I L I T E A O A I N T E R N T I N L |
G C R E E E |
Or iza ion & A dm in is ion f i ls d Ho t tra t ta g an o sp an C l in ics |
6 8, 8 9 % |
2 0 0 1- 2 0 0 5 |
| M E D S A N A B M C |
R O M A N I A |
D iag ic Ce t ter no s n |
1 0 0, 0 0 % |
1 9 9 7- 2 0 0 5 |
| S A A S M E D N R L |
O A A R M N I |
iag ic Ce D t ter no s n |
% 7 8, 9 0 |
1 9 9 7- 2 0 0 5 |
| E U R O S I T E H E A L T H S E R V I C E S S. A |
G R E E C E |
Es b l is hm & Op ion f Ho i ls d C l in ics ta t t ta en er a o sp an |
1 0 0, 0 0 % |
2 0 0 3- 2 0 0 5 |
| O R T E L I A H O L D I N G S |
C Y P R U S |
b l is hm iza ion ion i ls Es Or & Op f Ho ta t, t t ta en g an er a o sp d l in ics C an |
9 9, 9 9 % |
1 9 9 8- 2 0 0 5 |
(Amounts in all tables and notes are presented in thousands of Euro, unless otherwise stated)
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