Quarterly Report • Sep 24, 2015
Quarterly Report
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| COMPANY INFORMATION | CASH FLOW STATEMENT FOR THE FISCAL YEAR | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Pertinent Supervising Authority: | Ministry of Development, Departement for limited companies | GROUP | COMPANY | ||||||
| Internet Domain: | www.attica-group.com | 1.01-31.12.2008 1.01-31.12.2007 | 1.01-31.12.2008 | 1.01-31.12.2007 | |||||
| Board of Directors: | Charalambos Paschalis - Chairman, Non-Executive Member, Andreas Vgenopoulos - Vice Chairman, Non-Executive Member, Petros Vettas - Managing Director, Executive Member, Michael Sakelis - Director, Executive Member, Spiros Paschalis - |
Cash flow from Operating Activities | |||||||
| Director, Executive Member, Markos Foros - Director, Non-Executive Member, Areti | Profit/(Loss) Before Taxes | 22,262 | 62,092 | 34,429 | 60,979 | ||||
| Souvatzoglou - Director, Non-Executive Member, Theofilos-Aristeidis Priovolos - Director, Independent, Non-Executive Member, Alexandros Edipidis - Director, Independent, Non |
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| Executive Member | Adjustments for: | ||||||||
| Date of Board of Directors approval of annual | Depreciation | 26,322 | 27,152 | 72 | 13 | ||||
| financial statements: | 20/3/2009 | Impairment of tangible and intangible assets | - | - | - | - | |||
| Certified Public Accountant: | Vasilios Kazas - SOEL No 13281, Michalios Manolis - SOEL No 25131 | Deferred tax expense | - | - | - | - | |||
| Audit Firm: | Grant Thornton S.A. | Provisions | 454 | 1,832 | 16 | 483 | |||
| Type of certified auditor's report: | Unqualified | Foreign exchange differences | -2,247 | 2,750 | -1,033 | -22 | |||
| BALANCE SHEET | Net (profit)/loss from investing activities | -19,351 | -48,194 | -37,951 | -64,288 | ||||
| GROUP | COMPANY | Interest payable and other financial expenses | 20,610 | 24,351 | 46 | 1,449 | |||
| ASSETS | 31.12.2008 | 31.12.2007 | 31.12.2008 | 31.12.2007 Plus or minus for Working Capital changes: | |||||
| Tangible assets | 744,720 | 690,455 | 227 | 5 Decrease/(increase) in Inventories | 516 | -439 | - | - | |
| Investment properties | - | - | - | - Decrease/(increase) in Receivables | -8,888 | 872 | -3,606 | 430 | |
| Intangible assets | 1,798 | 2,185 | 147 | 69 (Decrease)/increase in Payables (excluding banks) | -8,364 | 2,478 | -9,183 | -794 | |
| Other non current assets | 1,644 | 4,817 | 517,130 | 396,091 Less: | |||||
| Inventories | 3,712 | 4,228 | - | - Interest and other financial expenses paid | -22,801 | -22,704 | -34 | -1,851 | |
| Trade receivables and prepayments | 55,973 | 52,114 | - | - Taxes paid | -159 | -418 | |||
| Other current assets | 138,708 | 187,697 | 52,774 | 77,592 Operating cash flows of discontinued operations | - | - | - | - | |
| Non current assets classified as held for sale | - | 36,057 | - | - Total cash inflow/(outflow) from operating activities (a) | 8,354 | 49,772 | -17,244 | -3,601 | |
| Total assets | 946,555 | 977,553 | 570,278 | 473,757 | |||||
| Cash flow from Investing Activities | |||||||||
| EQUITY AND LIABILITIES | Acquisition of subsidiaries, associated companies, joint | ||||||||
| Share capital | 117,539 | 62,504 | 117,539 | 62,504 ventures and other investments | - | -30,338 | -35,120 | -39,338 | |
| Other equity | 385,293 | 326,614 | 418,456 | 410,582 Purchase of tangible and intangible assets | -86,986 | -34,548 | -261 | -5 | |
| Total shareholders equity (a) | 502,832 | 389,118 | 535,995 | 473,086 Proceeds from sale of tangible and intangible assets | 52,475 | 207,776 | 65 | 112,460 | |
| Minority interests (b) | - | 117,027 | - | - Derivatives settlement | 4,018 | - | 1,189 | - | |
| Total equity (c)=(a)+(b) | 502,832 | 506,145 | 535,995 | 473,086 Acquisition /Sale of subsidiaries (less cash) | - | - | 1,440 | - | |
| Long-term borrowings | 356,439 | 359,005 | - | - Interest received | 6,253 | 6,046 | 3,021 | 2,195 | |
| Provisions / Other long-term liabilities | 5,098 | 2,749 | 2,371 | 343 Dividends received | - | 23 | 33,741 | 34,522 | |
| Short-term debt | 39,130 | 38,337 | - | - Investing cash flows of discontinued operations | - | - | - | - | |
| Other short-term liabilities | 43,056 | 45,856 | 31,912 | 328 Total cash inflow/(outflow) from investing activities (b) | -24,240 | 148,959 | 4,075 | 109,834 | |
| Liabilities associated with non current | |||||||||
| assets classified as held for sale | - | 25,461 | - | - Cash flow from Financing Activities | |||||
| Total liabilities (d) | 443,723 | 471,408 | 34,283 | 671 Proceeds from issuance of Share Capital | - | - | - | - | |
| Total equity and liabilities (c)+(d) | 946,555 | 977,553 | 570,278 | 473,757 Payments of Share Capital decrease | - | - | - | - | |
| Proceeds from Borrowings | 48,000 | 22,800 | - | - | |||||
| Payments of Borrowings | -73,461 | -138,755 | - | -34,931 | |||||
| Payments of finance lease liabilities | -326 | -523 | -119 | - | |||||
| INCOME STATEMENT FOR THE FISCAL YEAR | Dividends paid | -13,173 | -13,173 | -13,173 | -8,334 | ||||
| GROUP | COMPANY | Financing cash flows of discontinued operations | - | - | - | - | |||
| 1.01-31.12.2008 | 1.01-31.12.2007 | 1.01-31.12.2008 | 1.01-31.12.2007 Financing cash flows of discontinued operations | - | - | - | - | ||
| Net increase/(decrease) in cash and cash equivalents | |||||||||
| Total Revenue | 325,910 | 316,313 | 80 | - | (a)+(b)+(c) | -54,846 | 69,080 | -26,461 | 62,968 |
| Gross Profit/(loss) | 75,412 | 94,661 | -22 | - Cash and cash equivalents at beginning of period | 171,873 | 105,449 | 76,878 | 13,888 | |
| Earnings before taxes, investing and financial | |||||||||
| results | 21,351 | 42,428 | -4,509 | -1,564 Exchange differences in cash and cash equivalents | 2,097 | -2,656 | 1,012 | 22 | |
| Profit/(loss) before taxes | 22,262 | 62,092 | 34,429 | 60,979 Cash and cash equivalents at end of period | 119,124 | 171,873 | 51,429 | 76,878 | |
| Profit/(loss) after taxes | 22,262 | 61,702 | 34,429 | 60,936 | |||||
| STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD | |||||||||
| Attributable as follows: | GROUP | COMPANY | |||||||
| Company shareholders | 22,262 | 50,718 | 34,429 | 60,936 | 31.12.2008 | 31.12.2007 | 31.12.2008 | 31.12.2007 | |
| Minority shareholders | - | 10,984 | - | - Equity Opening Balance (01.01.2008 and 01.01.2007) | 506,145 | 454,401 | 473,086 | 400,862 | |
| Earnings after taxes Per Share - basic (in €) | 0.1809 | 0.4869 | 0.2798 | 0.5849 Profit/(loss) for the period, after taxes | 22,262 | 61,702 | 34,429 | 60,936 | |
| Proposed dividend payable per share (in €) | - | - | 0.0700 | 0.0800 Increase/(decrease) of share capital | - | - | 53,765 | - | |
| Earnings before taxes, investing and | Dividends paid | -13,173 | -13,173 | -13,174 | -8,334 | ||||
| financial results, depreciation and amortization | 47,673 | 69,580 | -4,437 | -1,551 Net income charged directly to equity | -12,402 | 3,215 | -12,111 | 19,622 | |
| Purchase/(Sale) of treasury stock | - | - | - | - | |||||
| Equity Closing Balance (31.12.2008 and 31.12.2007) | 502,832 | 506,145 | 535,995 | 473,086 | |||||
Registration Number: 7702/06/B/86/128 123-125, Syngrou Avenue & 3, Torva Street - 11745 Athens, Greece
Information for the period from January 1 to December 31, 2008
The following information provide a general overview of the financial position and financial results of ATTICA HOLDINGS S.A.
We advise readers, who wish to find a complete set of the annual financial statements as well as the relevant certified auditor's report, to navigate at the domain of the company. (Amounts in thousand €)
1. The companies with their corresponding registration, the percentages of participation and their method of consolidation in the Financial Statements of 31.12.2008, can be found in note 5.13 of the annual financial statements.
annual financial statements. 2. All the companies included in the consolidation of Attica Group had already made a tax provision of € 228 thousand. The parent company has made a tax provision of € 30 thousand. Relevant analysis for the unaudited fiscal years can be found in notes 5.9 and 5.13 of the
| (Amounts in thousand €) | ||
|---|---|---|
| Group | Company | |
| a) Revenue | 4,905 | - |
| b) Expenses | 1,074 | 3 |
| c) Receivables | 439 | - |
| d) Payables | 169 | 30,166 |
| e) Transactions and Board of Directors and Executive Directors' Fees | 3,641 | 461 |
| f) Receivables from Board of Directors and Executive Directors | - | - |
3. The accounting principles are the same as those used on 31/12/2007.
For all the companies of the Group, there are no changes of the method of consolidation. There are not companies which have been consolidated, for the first time, in the consolidated financial statements in the present period. The exception to the above are the 100% subsidiaries SUPERFAST ONE INC and SUPERFAST TWO INC that are consolidated for the first time the third quarter of 2008. Furthermore, there are not companies which have not been consolidated in the present period while they have been consolidated in the same period of the fiscal year 2007. The exception to the above are the companies "Superfast Ferries Maritime S.A." and "Blue Star Maritime S.A." , which were merged through the absorption by the parent company. Also, there are no companies of the Group which have not been consolidated in the consolidated financial statements.
4. A reclassification was made on certain figures of 31/12/2007. From this reclassification there was no effect to any items of the financial statements (note 8 of the annual financial statements).
5. The number of employees, at period end, was 6 for the parent company and 1,225 for the Group, while at 31/12/2007 was 8 and 1,274 respectively.
7. There are no legal or arbitration cases pending which could have a significant effect on the financial position or operation of the parent company. Must be noted that the absorbed subsidiary Blue Star Maritime S.A. had made a provision amounting € 550 thousand which concerned a claim for compensation from the Buyer of the vessel Blue Aegean. For the above case the company paid the amount of € 421.8 thousand, before the absorption date. The additional amount of € 128.20 thousand has not been posted as revenue due to the fact that there are still outstanding legal expenses. The Group has made a provision amounting € 462 thousand which concerns claim for compensation from the crew that was employed on board the sold vessels previously deployed in the Baltic Sea. The case is under litigation. Furthermore, the Company and the Group have made a retirement benefit provision amounting € 83 thousand and € 1,404 thousand respectively. There are no provisions according to paragraphs 10,11 and 14 of the IAS 37 article "Provisions, Possible Liabilities and Possible Assets" for the Company and the Group.
| g) Payables to Board of Directors and Executive Directors | - - |
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|---|---|---|---|---|---|---|---|---|
| h) Dividend received | - 33,741 |
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| i) Dividend paid | - - |
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| 9. Earnings per share were calculated using the weighted average method (note 5.10 of the annual financial statements). | ||||||||
| 10. There are no any overdue liabilities, or liabilities that are about to become due, that cannot be paid. | ||||||||
| 11. In the course of the period 1/1/2008 - 31/12/2008, the Group sold its RoRo vessels, Marin, Nordia, Shield and Challenge for € 52,475 thousand, net value . The profit from this transaction amounting € 9,649 thousand was posted in the income statement. | ||||||||
| 12. The financial statements of Attica Holdings S.A. are included, directly, in the consolidated financial statements of MARFIN INVESTMENT GROUP HOLDINGS S.A. which is registered in Greece and whose total participation in the company (directly & indirectly), was 86.4% on 28/2/2009. |
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| 13. On 15th October 2008, the Boards of the merging companies Attica Holdings S.A., Superfast Ferries Maritime S.A. (100% subsidiary) and Blue Star Maritime S.A. (48.795% subsidiary) approved the draft merger agreement which have also been approved by the | ||||||||
| Extraordinary General Assemblies on 2nd December, 2008. On 23rd December, 2008 has been completed by law the merger by absorption of the above subsidiaries (note 7 of the annual financial statements). From the merger, the only significant effect in the parent | ||||||||
| company's financial figures was in its Equity which stood at € 141,482 thousand or 33.32% approximately (paragraph 7.1.3. of the annual financial statements). | ||||||||
| 14. In May 2008, the Board of Directors of the subsidiary company Blue Star Maritime S.A. decided to discontinue the operation of its vessel Blue Star 1 on the Rosyth – Zeebrugge service on 14th September 2008. The above vessel is deployed in the Greek Market. | ||||||||
| 15. In June 2008, Attica Group agreed to acquire from Grimaldi Holding S.p.A, of Genoa, Italy two Ro-Pax vessels. The cost of acquisition of the two vessels is € 156 million. The first vessel was delivered in October 2008 and the second will be delivered in the | ||||||||
| summer/autumn 2009. Attica Group, for the second vessel has pledged the amount of € 7,747 thousand. | ||||||||
| 16. In September 2008, Attica Holdings S.A. founded the 100% subsidiaries Superfast One INC. and Superfast Two INC. and paid the amount of € 35,060 thousand at the first one for the acquisition of the newly-built Superfast I and € 60 thousand at the second. | ||||||||
| 17. In the "Statement of changes in equity for the period" and particularly the item "Net income charged directly to equity", as far as the Group is concerned, refers to its loss of € 12,273 thousand of the interest rate cash flow hedging of the Group's loans and the loss of € 129 | ||||||||
| thousand regarding the foreign exchange difference of the transformation Balance Sheet operating abroad. As far as the parent company is concerned refers to its profit of € 6,719 thousand from the measurement of investments in subsidiaries, the loss of € 1,889 | ||||||||
| thousand regarding the interest rate cash flow hedging of the parent's loans and the equity decrease amounting € 16,941 thousand due to the merger by absorption of the subsidiaries Superfast Ferries Maritime S.A. and Blue Star Maritime S.A. | ||||||||
| 18. There are no shares of the parent company owned by Attica Holdings S.A. and the subsidiaries at the end of the present period. | ||||||||
| 19. The Extraordinary General Meeting of Shareholders, on 12th February 2008 approved the establishment of a five-year stock option plan for the members of the Board of Directors, the Company's staff and the staff of affiliated companies (note 1 of the annual financial | ||||||||
| statements). | ||||||||
| Athens, March 19, 2009 | ||||||||
| Managing Director | Director | Financial Director | ||||||
| Petros M. Vettas | Spiros Paschalis | Nikolaos Tapiris | ||||||
8. Amounts concerning sales and purchases, cumulatively, from the beginning of the current period and the outstanding balances of receivables and payables of the parent Company and the Group at the end of the current period, arising from transactions with related parties in accordance with IAS 24, are as follows:
6. The vessels owned by the Group have been mortgaged as security of long term borrowings for the amount of Euro 723,060 thousand. There are no liens and encumbrances for the Company.
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