Quarterly Report • Sep 25, 2015
Quarterly Report
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(According to Law 2190, article 135 - for companies which prepare annual financial statements, consolidated and stand alone, in accordance with IFRS)
The financial data and information presented below provide a general overview of the financial position and results of the Group and ELGEKA A.E. - Trade - Distributions - Representations - Industry. Any reader requiring full information on the financial position and results should refer to the annual financial statements, prepared in accordance with the International Financial Reporting Standards, as well as the certified auditor accountant's report. Indicatively, a reader may visit the Company's website where the above mentioned information can be located.
| INFORMATION CONCERNING THE COMPANY | |||||||
|---|---|---|---|---|---|---|---|
| Head Office: | Olympou 32 - 57009 - Kalohori - Thessaloniki | Board of Directors: | |||||
| Reg. No.: | 8649 / 06 / Β / 86 / 45 | Alexandros Katsiotis | Chairman & Managing Director (Executive Member) | ||||
| Regulatory authority: | Ministry of Development | Elli Drakopoulou | Vice-chairman (Executive Member) | ||||
| Date of approval of the Financial Statements | Vasilios Evgenios | Member (Executive Member) | |||||
| (from which this information was derived): | 28 March 2008 | Paraskevas Toktokoglou | Member (Non-executive member) | ||||
| Certified Auditor Accountant: | Nikolaos A. Arghyrou (SOEL Reg. No. 15511) | Michail Fandridis | Member (Non-executive member) | ||||
| Audit Firm: | ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS A.E. | Stilianos Georgioudakis | Member (Non-executive member) | ||||
| Type of auditor's opinion: | Unqualified report | Kiriakos Sachanidis | Member (Independent, Non-executive member) | ||||
| Company's website: | www.elgeka.gr | Stilianos Stefanou | Member (Independent, Non-executive member) | ||||
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | |
|---|---|---|---|---|---|---|---|---|
| Consolidation of new subsidiary | 0 | 211 | 0 | 0 | ||||
| BALANCE SHEET (consolidated and stand alone) amounts in thousand Euros | STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euros | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| GROUP | COMPANY | GROUP | COMPANY | ||||||
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | ||
| ASSETS | Equity at the beginning of the period | ||||||||
| Tangible and intangible assets | 131.780 | 68.071 | 25.866 | 25.464 | (01.01.2007 and 01.01.2006 respectively) | 77.288 | 68.476 | 63.519 | 63.713 |
| Investments in subsidiaries, associates and other companies | 1.122 | 4.134 | 30.309 | 25.416 | Profit / (loss) for the period, after taxes | 6.875 | 9.540 | 637 | 327 |
| Inventories | 29.346 | 24.166 | 11.166 | 9.675 | Total | 84.163 | 78.016 | 64.156 | 64.040 |
| Trade receivables | 91.829 | 70.906 | 47.667 | 42.678 | Increase / (decrease) in share capital of subsidiaries | 411 | 791 | 0 | 0 |
| Other assets | 31.811 | 20.176 | 7.473 | 8.341 | Dividends of parent company | (958) | (958) | (958) | (958) |
| TOTAL ASSETS | 285.888 | 187.453 | 122.481 | 111.574 | Dividends paid to Minority Interests | 0 | (113) | 0 | 0 |
| Consolidation of new subsidiary | 0 | 211 | 0 | 0 | |||||
| ΠΑΘΗΤΙΚΟ | Net gains and losses recognised directly in equity | (2.117) | 2.107 | 0 | 732 | ||||
| Long-term liabilities | 38.760 | 16.469 | 639 | 2.614 | Increase in the percentage of ownership in subsidiaries | 0 | (289) | 0 | 0 |
| Short-term borrowings | 93.059 | 37.905 | 13.542 | 6.495 | Change in consolidation method | 0 | (2.182) | 0 | 0 |
| Other current liabilities | 73.770 | 55.791 | 46.302 | 38.946 | Transfer to income statement due to sale | ||||
| Total liabilities ( a ) | 205.589 | 110.165 | 60.483 | 48.055 | of available for sale financial assets | (1.200) | (156) | (1.200) | (156) |
| Share capital | 51.287 | 51.287 | 51.287 | 51.287 | Purchases / (sales) of treasury shares | 0 | (139) | 0 | (139) |
| Other accounts related to Shareholders´ Equity | 11.992 | 11.699 | 10.711 | 12.232 | Equity at the end of the period | ||||
| Total Shareholders´ Equity attributable to Shareholders of the Parent Company ( b ) | 63.279 | 62.986 | 61.998 | 63.519 | (31.12.2007 and 31.12.2006 respectively) | 80.299 | 77.288 | 61.998 | 63.519 |
| Minority interests ( c ) | 17.020 | 14.302 | 0 | 0 | |||||
| Total Shareholders´ Equity ( d ) = ( b ) + ( c ) | 80.299 | 77.288 | 61.998 | 63.519 | INCOME STATEMENT (consolidated and stand alone) amounts in thousand Euros | ||||
| TOTAL SHAREHOLDERS´ EQUITY AND LIABILITIES ( e ) = ( a ) + ( d ) | 285.888 | 187.453 | 122.481 | 111.574 | |||||
| GROUP | COMPANY |
| corresponding direct and indirect percentage of participation in their share capital is as follows: | |
|---|---|
| ----------------------------------------------------------------------------------------------------- | -- |
| GROUP | COMPANY | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ADDITIONAL DATA AND INFORMATION | 01.01-31.12.2007 01.01-31.12.2006 01.01-31.12.2007 01.01-31.12.2006 | |||||||||
| 1. The name and country of registered office for each of the companies included in the consolidated financial statements as per December 31st, 2007, as well as the | Sales | 264.013 | 207.762 | 120.930 | 97.148 | |||||
| corresponding direct and indirect percentage of participation in their share capital is as follows: | Gross profit/(loss) | 52.209 | 41.389 | 25.888 | 20.778 | |||||
| Profit/(loss) before taxes, financing, investing | ||||||||||
| Company | Country of | Participation | Consolidation | Consolidation | Tax Unaudited | activities & depreciation | 8.355 | 6.582 | 2.971 | (528) |
| Registered Office | Percentage | Relation | Method | fiscal years | Profit/(loss) before taxes, financing | |||||
| ELGEKA A.E. | GREECE | PARENT | - | - | 2005-2007 | & investing activities | 4.143 | 3.587 | 1.742 | (1.713) |
| DIAKINISIS S.A. | GREECE | 99,99% | DIRECT | FULL CONSOLID. | 2007 | Profit/(loss) before taxes | 10.110 | 11.550 | 1.214 | 514 |
| PAPADIMITRIOY X.K. A.E. | GREECE | 50% + 1 Share | DIRECT | FULL CONSOLID. | 2003-2007 | Less: taxes | 3.235 | 2.010 | 577 | 187 |
| VIOTROS Α.Β.Ε.Ε. | GREECE | 80,00% | DIRECT | FULL CONSOLID. | 2005-2007 | Profit/(loss) after taxes from continuing operations | 6.875 | 9.540 | 637 | 327 |
| SAMBROOK PHARMACEUTICAL A.E. (1) | GREECE | 45,00% | INDIRECT | FULL CONSOLID. | 2003-2007 | Distributed to : | ||||
| MEDIHELM PHARMAC.WHOLESALE STORE A.E. (2) | GREECE | 51,00% | DIRECT | FULL CONSOLID. | 2005-2007 | Company's shareholders | 3.495 | 5.706 | 0 | 0 |
| SAMBROOK PHARMA PHARMACEUTICAL LTD (3) | GREECE | 51,00% | DIRECT | FULL CONSOLID. | 1st acc. Period | Minority interests | 3.380 | 3.834 | 0 | 0 |
| ELGEKA (CYPRUS) LTD | CYPRUS | 100,00% | DIRECT | FULL CONSOLID. | 2003-2007 | Earnings per share (after taxes) - basic (in Euro) | 0,11 | 0,18 | 0,02 | 0,01 |
| ELGEKA FERFELIS ROMANIA SRL | ROMANIA | 52,63% | INDIRECT | FULL CONSOLID. | 2004-2007 | Proposed dividend per share (in Euro) | 0,00 | 0,03 | ||
| Company | Country of | Participation | Consolidation | Consolidation | Tax Unaudited | activities & depreciation | 8.355 | 6.582 | 2.971 | (528) |
|---|---|---|---|---|---|---|---|---|---|---|
| Registered Office | Percentage | Relation | Method | fiscal years | Profit/(loss) before taxes, financing | |||||
| ELGEKA A.E. | GREECE | PARENT | - | - | 2005-2007 | & investing activities | 4.143 | 3.587 | 1.742 | (1.713) |
| DIAKINISIS S.A. | GREECE | 99,99% | DIRECT | FULL CONSOLID. | 2007 | Profit/(loss) before taxes | 10.110 | 11.550 | 1.214 | 514 |
| PAPADIMITRIOY X.K. A.E. | GREECE | 50% + 1 Share | DIRECT | FULL CONSOLID. | 2003-2007 | Less: taxes | 3.235 | 2.010 | 577 | 187 |
| VIOTROS Α.Β.Ε.Ε. | GREECE | 80,00% | DIRECT | FULL CONSOLID. | 2005-2007 | Profit/(loss) after taxes from continuing operations | 6.875 | 9.540 | 637 | 327 |
| SAMBROOK PHARMACEUTICAL A.E. (1) | GREECE | 45,00% | INDIRECT | FULL CONSOLID. | 2003-2007 | Distributed to : | ||||
| MEDIHELM PHARMAC.WHOLESALE STORE A.E. (2) | GREECE | 51,00% | DIRECT | FULL CONSOLID. | 2005-2007 | Company's shareholders | 3.495 | 5.706 | 0 | 0 |
| SAMBROOK PHARMA PHARMACEUTICAL LTD (3) | GREECE | 51,00% | DIRECT | FULL CONSOLID. | 1st acc. Period | Minority interests | 3.380 | 3.834 | 0 | 0 |
| ELGEKA (CYPRUS) LTD | CYPRUS | 100,00% | DIRECT | FULL CONSOLID. | 2003-2007 | Earnings per share (after taxes) - basic (in Euro) | 0,11 | 0,18 | 0,02 | 0,01 |
| ELGEKA FERFELIS ROMANIA SRL | ROMANIA | 52,63% | INDIRECT | FULL CONSOLID. | 2004-2007 | Proposed dividend per share (in Euro) | 0,00 | 0,03 | ||
| ELGEKA FERFELIS BULGARIA LTD ( 4 ) | BULGARIA | 39,47% | INDIRECT | FULL CONSOLID. | 2006-2007 | |||||
| ELGEKA FERFELIS SRL (5) | MOLDOVA | 52,63% | INDIRECT | FULL CONSOLID. | 1st acc. Period | CASHFLOW (consolidated and stand alone) amounts in thousand Euros | ||||
| CERA VILLA DESIGN SRL | ROMANIA | 36,84% | INDIRECT | FULL CONSOLID. | 2005-2007 | |||||
| HODDLE HOLDINGS LTD (6) | CYPRUS | 100,00% | INDIRECT | FULL CONSOLID. | 1999-2007 | INDIRECT METHOD | GROUP | COMPANY | ||
| GATEDOOR HOLDINGS LTD | CYPRUS | 50,00% | INDIRECT | FULL CONSOLID. | 2003-2007 | 01.01-31.12.2007 01.01-31.12.2006 01.01-31.12.2007 01.01-31.12.2006 | ||||
| SC GATEDOOR HOLDINGS COM SRL | ROMANIA | 50,01% | INDIRECT | FULL CONSOLID. | 2005-2007 | Operating activities | ||||
| GREC-ROM BUSINESS GROUP SRL ( 7 ) | ROMANIA | 25,00% | INDIRECT | PROPORT. METHOD | 2004-2007 | Profit before taxes | 10.110 | 11.550 | 1.214 | 514 |
| MEDIZONE GERMANY GMBH | GERMANY | 27,50% | INDIRECT | EQUITY METHOD | 2004-2007 | Add/less adjustments for: | ||||
| HERO HELLAS A.E (ex SAMBROOK A.E.) (8) | GREECE | 13,48% | DIRECT | EQUITY METHOD | 2002-2007 | Depreciation | 4.212 | 2.995 | 1.229 | 1.185 |
| Fair value gains on investment property | (9.403) | (7.004) | 283 | 0 | ||||
|---|---|---|---|---|---|---|---|---|
| Impairement of fixed assets | 370 | 0 | 0 | 0 | ||||
| Provisions | 1.581 | 2.623 | 637 | 2.036 | ||||
| Exchange differences | 352 | (1.268) | 0 | 3 | ||||
| Amortisation of grants | (126) | (126) | 0 | 0 | ||||
| (Profit) / Loss on sale - destruction of assets | 344 | (46) | (17) | (32) | ||||
| Results (income, expense, gains & loss) of investing activities | (1.286) | (3.657) | (474) | (2.919) | ||||
| Interest expense & similar charges | 4.722 | 2.693 | 719 | 687 | ||||
| Changes in working capital | ||||||||
| Decrease / (increase) in inventories | (5.337) | (1.631) | (1.491) | (239) | ||||
| Decrease / (increase) in receivables | (16.582) | (2.879) | (6.300) | 3.856 | ||||
| (Decrease) / increase in payables (except banks) | 12.342 | (412) | 6.920 | (244) | ||||
| Less: | ||||||||
| Interest expense & similar charges paid | (3.989) | (2.678) | (640) | (719) | ||||
| Income taxes paid | (1.791) | (1.224) | (157) | (375) | ||||
| Total inflow / (outflow) from | ||||||||
| operating activities ( a ) | (4.481) | (1.064) | 1.923 | 3.753 | ||||
| Investing activities | ||||||||
| Acquisition of subsidiaries, assosiates, joint ventures and other investments | (43.296) | (168) | 0 | (179) | ||||
| Increase in share capital of subsidiaries / acquisition of associates | 0 | (61) | (8.377) | (386) | ||||
| Proceeds from sale of subsidiaries and associates | 180 | 13.945 | 0 | 14.422 | ||||
| Proceeds from sale of securities | 81 | 0 | 81 | 0 | ||||
| Acquisition / increase in share capital of | ||||||||
| available for sale financial assets | 0 | (95) | 0 | (95) | ||||
| Return / decrease in share capital of | ||||||||
| available for sale financial assets | 0 | 277 | 0 | 277 | ||||
| Proceeds from sale of available for sale financial assets | 2.704 | 180 | 2.704 | 180 | ||||
| Purchase of tangible and intangible assets | (8.759) | (6.836) | (1.959) | (1.474) | ||||
| Proceeds from sales of tangible and intangible assets | 379 | 263 | 60 | 112 | ||||
| Purchase of investment property | (2.105) | (5.182) | 0 | (4.454) | ||||
| Proceeds from sale of investment property | 73 | 0 | 0 | 0 | ||||
| Proceeds from grants of tangible assets | 1.038 | 309 | 0 | 0 | ||||
| Interest received | 179 | 78 | 17 | 30 | ||||
| Dividents received | 6 | 605 | 6 | 605 | ||||
| Total inflow / (outflow) from | ||||||||
| Investing activities ( b ) | (49.520) | 3.315 | (7.468) | 9.038 | ||||
| Financing activities | ||||
|---|---|---|---|---|
| Proceeds from minority interests (increase in share capital) | 411 | 671 | 0 | 0 |
| Purchases / (sales) of treasury shares | 0 | (139) | 0 | (139) |
| Proceeds from loans | 175.351 | 100.137 | 27.936 | 7.500 |
| Repayment of loans | (119.239) | (100.365) | (22.950) | (18.440) |
| Payment of leasing liabilities | (776) | (170) | 0 | 0 |
| Dividends paid to Company's Shareholders | (966) | (963) | (966) | (963) |
| Dividends paid to Minority Interests | 0 | (113) | 0 | 0 |
| Total inflow / (outflow) from | ||||
| Financing activities ( c ) | 54.781 | (942) | 4.020 | (12.042) |
| Change in cash and cash equivalents at the beginning | ||||
| of the year due to change in consolidation method | 0 | (6) | 0 | 0 |
| Net increase / (decrease) in cash and cash equivalents ( a ) + ( b ) + ( c ) |
780 | 1.309 | (1.525) | 749 |
| Cash and cash equivalents at the beginning of the year | 6.801 | 5.354 | 1.827 | 1.078 |
| Exchange differences in cash and cash equivalents | (130) | 144 | 0 | 0 |
Translation Note: A Greek "anonymos eteria" (AE) is broadly similar to a French "societe anonyme" or a German "Aktiengesellschaft" and a Greek "omorythmi eteria" (OE) is broadly similar to a French "societe en nom collectif" or a German "offene Handelsgesellschaft".
| Thessaloniki, March 28, 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| CHAIRMAN OF THE B.o.D. AND MANAGING DIRECTOR |
VICE CHAIRMAN OF THE B.o.D |
CHIEF FINANCIAL OFFICER |
HEAD OF THE ACCOUNTING DTM |
|||||
| ALEXANDROS KATSIOTIS ID.No. X 232184/01 |
ELLI DRAKOPOULOU ID.No. AB 287230/06 |
GEORGE PACHIS ID.No. AE 500402/07 |
KONSTANTINOS MEINTANIS Tax Reg.No: 030961080 Tax Auth.:Z' THESSALONIKIS Acc.Reg.No:0017678 Class: A' |
The Parent Company's and MEDIHELM PHARMACEUTICALS WHOLESALE S.A. accounting books and records for the fiscal years 2005 and 2006 are under tax audit (decisions 46/28-01-08 and 286/06-03-08) by the corresponding tax authorities and it was not completed until the publication of these financial statements. The company DIAKINISIS S.A. absorbed the subsidiary (99,99%) 'LOGISTICS SERVICES HELLAS S.A. - L.S.H. S.A.' since 1 July 2007, whose accounting books and records were not audited by the tax authorities for the fiscal years 2003 - 30.06.2007.
(1) SAMBROOK PHARMACEUTICALS S.A. was included in the current year Consolidated Financial Statements using the full consolidation method, because the Parent Company ELGEKA S.A. participates directly in its share capital by 45% and the Group controls the majority of the voting rights due to an agreement with one of the shareholders. In the comparative period of 2006, ELGEKA S.A. participated indirectly [through HERO HELLAS S.A. (ex SAMBROOK S.A.)] to SAMBROOK PHARMACEUTICAL S.A. (ex SAMBROOK & SIA O.E.) by 15% and had been fully consolidated by the exact share. The full method of consolidation has been applied because for the period 19/09/2006 - 24/11/2006, based on an agreement between HERO ESPANA S.A. and ELGEKA S.A. the parent had the majority of the voting rights in that entity. For the period 01/01/2006 - 19/09/2006, ELGEKA S.A. participated indirectly by 25,50%.
(2) MEDIHELM PHARMACEUTICALS - WHOLESALE S.A. was consolidated in the current year Consolidated Financial Statements with 51% share (directly). In the comparative period of 2006, the company was consolidated with 50,49% share (indirectly) until 28/09/2006 when ELGEKA A.E. bought out 51% of MEDIHELM PHARMACEUTICALS WHOLESALE S.A. shares from HERO HELLAS S.A. (ex SAMBROOK S.A.), which held 99,99%.
(3) SAMBROOK PHARMA PHARMACEUTICALS LTD has been included in the current year Consolidated Financial Statements whereas in the previous year comparatives it has been included since its establishment in October 2006. The company's figures are considered as not important for the Group.
(4) ELGEKA FERFELIS BULGARIA LTD, which was established in July 2006, has been included in the Consolidated Financial Statements for the current year and has been included in the comparative period from the date of its incorporation. 'ELGEKA FERFELIS ROMANIA SRL' participates in the aforementioned company by 75%. (5) On March 19, 2007 ELGEKA FERFELIS ROMANIA SRL established 'ELGEKA FERFELIS SRL' located in Chisinau, Moldova whose operation is mainly commercial including
imports and exports of goods and services and commercial representation. (6) HOODLE HOLDINGS LTD is in the process of voluntary liquidation. The company's figures are considered as not important for the Group and as a result no adjustments are required to be performed.
(7) GREC ROM BUSINESS GROUP SRL has been consolidated using the proportionate method in the current year Consolidated Financial Statements unlike the comparative period of 2006 when it has been fully consolidated. The rationale for this change in the consolidation method is that the Group no longer possesses the majority of the votes of the company while its share remains the same.
(8) On September 19, 2006 ELGEKA S.A. disposed of 21% interest in SAMBROOK S.A. to HERO ESPANA S.A. for the amount of Euro 555 thousand. The company was thereafter renamed to HERO HELLAS S.A. After the sale, ELGEKA S.A. participation was reduced from 51% to 30% and, as a consequence, the consolidation method changed from full consolidation to equity consolidation until 18/11/2007. On this date the HERO HELLAS S.A. proceeded to a share capital increase in which ELGEKA S.A. did not participate and, consequently, its shareholding reduced to 13,48%. In the Parent Company's financial statements, the value of the investment was fully impaired affecting the current year's results by Euro 793 thousand as HERO HELLAS S.A. shareholders' equity was negative and the Group suffered losses amounting to Euro 214 thousand.
NOTES: a) PALIRRIA – SOULIOTIS S.A. has not been included in the Consolidated Financial Statements for the fiscal year 2007, unlike the comparative period of 2006, using the equity method, due to the disposal of the total share of 20% that the Parent Company possessed on December 20, 2006 for the amount of Euro 4.399 thousand. As a result of this disposal, a gain of Euro 3.086 thousand was recorded at Group level and Euro 2.199 thousand at Parent Company level. b) HIGHWAY TRADING SRL (subsidiary of ELGEKA S.A. with indirect participation of 100%, fully consolidated) has been absorbed by S.C. GATEDOOR HOLDINGS SRL on November 21, 2006. The book and fair values applied were the same with those on March 31, 2006 (for details refer to the annual report as per 31/12/2007 under note 1 - General information concerning the Company and the Group Financial Statements). c) EVEREST FRANCHISING SRL together with both its subsidiaries EVEREST FOODS SRL and EVEREST PRODUCTION SRL which were included in the Consolidated Financial Statements for the fiscal year 2006 using the equity method, were disposed by ELGEKA (Cyprus) LTD during the first quarter of 2007. The proceeds of the sale amounted to Euro 180 thousand and the gain amounted to Euro 30 thousand. The figures of the above companies are considered as insignificant for the Group.
2. The accounting principles applied are the same with the ones applied for the preparation of the annual Financial Statements for the year ended on December 31, 2006. 3. There are no encumbrances on the fixed assets of the Parent Company, while there are mortgages on the buildings of subsidiaries amounting to Euro 18.767 thousand as security for loans. 4. There is no pending litigation that could materially affect the financial position of the Company and the Group.
5. The number of employees of the Group as at 31/12/2007 is 1.838 and of the Company is 247 (31/12/06 Group 1.270 and Company 241 respectively).
6. Sales and purchases (of goods and services) aggregated from the beginning of the period as well as receivable and payable balances of the parent Company and the Group in the end of the current year, created from transactions with related companies, as these are defined in IAS 24, are given below:
GROUP COMPANY
| a) Sales of goods and services | 138 | 329 | |
|---|---|---|---|
| b) Purchases of goods and services | 76 | 659 | |
| c) Receivables | 24 | 48 | |
| d) Payables | 145 | 145 | |
| e) Key management personnel and members of the board compensation | 949 | 949 | |
| f) Receivables from key management personnel and members of the board | - | - | |
| g) Payables to key management personnel and members of the board | - | - |
7. Investments in fixed assets that took place from the Parent Company and the Group during the year ended 31.12.2007 amounted to Euro 1.962 thousand (2006: Euro 5.928 thousand) and Euro 10.864 thousand respectively (2006: Euro 12.018 thousand).
8. During the current fiscal year, the Group disposed of its interests in PROTON BANK S.A., in MAGIC FOOD S.A. (fully impaired investment) and part of its interest in KLIMALEVITECHNIKI S.A. for the amount of Euro 2.704 thousand and resulting in gain of Euro 1.213 thousand. This gain includes an amount of Euro 1.200 thousand which results from fair value reserves (attributed to the financial items disposed of), accumulated during prior fiscal years as a result of stating these financial items at their fair values.
12. On June 11, 2007, the subsidiary company LOGISTICS SERVICES HELLAS A.E. acquired the 100% share of the company named DIAKINISIS A.E.-Storage-Distribution-Packing. The cost of this investment was Euro 44.502 thousand. On July 19, 2007 the Competition Commission with its decision 349/V/2007 approved the acquisition of the company DIAKINISIS S.A. from L.S.H S.A. and on July 25, 2007 the transfer of shares, the payment and the sign off the transaction were completed and the Group acquired the total control of the entity.
The goodwill, which arose from the acquisition and is presented in the above Balance sheet, amounted to Euro 8.102 thousand was calculated based on the fair values of the land, buildings and customer list amounting to Euro 1.699 thousand, Euro 2.569 thousand and Euro 17.570 thousand respectively. The estimated useful life of the 'Customer List' is deemed at 23 years (for more information see note 4 of the annual report as per 31/12/2007 - Acquisition of new company).
'DIAKINISIS A.E.' was initially consolidated during the third quarter of 2007 under the method of full consolidation and the related effect on the profit after tax and minority interest was 416 thousand (11,9%). Had this company been consolidated from 01/01/2007 the contribution to the group profit and turnover would have been amounted to Euro 1.291 thousand and Euro 42.637 thousand respectively.
13. On 07/08/2007, the Board of Directors of L.S.H. S.A. and DIAKINISIS S.A. decided the merger of the two companies and specifically, the first one to be absorbed by the second one under the of Codified Law 2190/1920 (articles 68-79) and the combination of the Law 2166/1993 (articles 1-5) with the transition date of L.S.H. S.A. as of June 30, 2007.
On October 22, 2007 the merger has been approved by the Extraordinary General Meetings of the shareholders of the two companies. On 30/11/2007 the merger was approved by the related authorities (decision no. 40066/12/11/2007) and the company 'LSH S.A.' was deleted from the Companies' Registration Register (Attica Prefecture – decision 5712/30-11-2007).
14. The opening balance of cash and cash equivalents as per 01.01.2006 was reformed due to exchange rate differences. This change is of Euro 144 thousand and affects equally the exchange differences line.
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