Annual Report • Sep 23, 2015
Annual Report
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Annual Financial Report For the year ended 31st December 2009 in accordance with the International Financial Reporting Standards (IFRS)
Pages
| Statements from the Members of the Board of Directors………………………… | 3 |
|---|---|
| Board of Directors Annual Report…………………………………………………… | 4-21 |
| Independent Auditor's Report……………………………………………………… | 22-23 |
| Consolidated Statement of Total Comprehensive Income ………………………… | 25 |
| Company Statement of Comprehensive Income……………………………………… | |
| Consolidated and Company Statement of Financial Position………………… | 26 |
| Consolidated Statement of Changes in Equity …………………………………………… | 27 |
| Company Statement of Changes in Equity ………………………………………………. | 28 |
| Consolidated and Company Statement Cash Flows …………………….……… | 29 |
| Notes to the Annual Financial Statements…………………………….………… | 31-120 |
| Information on the Article 10 L.3401/2005……………………………………………. | 121 |
| Availability of Financial Statements……….……………………………………………… | 130 |
| Data and Information regarding the Annual Financial Statements….………… | 131 |
We hereby declare that to the best of our knowledge the annual Financial Statements of AXON HOLDING S.A. for the year ended 31st December 2009, which have been prepared in accordance with the applicable accounting standards, fairly present the assets, the liabilities, the shareholders' equity and the results of operations of the Company and the companies included in the consolidated financial statements as a whole, according to the provisions of paragraphs 3 to 5 of article 4 of Law 3556/2007.
We hereby also declare that to the best of our knowledge the annual Board of Directors' Report fairly presents the development, the performance and the financial position of AXON HOLDING S.A. and the companies included in the consolidated financial statements as a whole, including a description of the most significant risks and uncertainties encountered.
Athens, 29 March 2010
| Apostolos D. Terzopoulos | Panagiotis Ν. Doumanoglou | Paraskevi Paka |
|---|---|---|
| Chairman of the Board | Managing Director | Member of the board |
To the shareholders,
In accordance with the provisions of Law 3556/2007 and the respective decisions issued by the Capital Market Commission we submit the present Annual Report by the Board of Directors for the year 2009 (1/1/2009-31/12/2009).
The subject Report includes condensed financial information on the financial position and results of the Company and the Group AXON HOLDINGS S.A., a description of the significant events that took place in the current fiscal year and their effect on the annual financial statements, a description of the most significant risks and uncertainties, an exposition of the significant transactions that occurred between the Company, the Group and related parties, an exposition of qualitative items and estimations regarding the progress of Company and Group activities for the next (current) fiscal year as well as information regarding shares, share capital and important agreements that were in power at the end of the closing fiscal year.
The development and further growth of Group and Company activities continued throughout 2009, facts which are depicted in the attached financial statements (amounts in thousands of euro).
The sales revenue of the Group and the Company, in the current fiscal year, rose to € 263.869 (2008: € 251.347) and € 2.689 (2008: € 6.953) respectively. The Group's sales revenue increased by 4,98% over the previous year while revenue of the company declined by 61,32% over the previous year.
The aforementioned increase regarding the Group compared to the previous year 2008, is mainly attributed to the increased revenue of the subsidiaries active in the health sector. Sales revenue of the IT segment which is mainly represented by its subsidiary SONAK S.A. decreased due to the fact that, in the current year, the aforementioned subsidiary implemented contracts at a lower revenue and lower margins than in previous years. In addition, the financial transactions sector, as represented by subsidiary AXON SECURITIES S.A. had no significant change in sales revenue due to the adverse international financial condition.
The increase of sales, in health sector, is mainly attributed to the following:
a) The inclusion, for the first time, in the annual consolidated financial statements of the subsidiary ASKLEPIO INFIRMARY LARISA S.A., b) the inclusion of subsidiaries NEUROLOGICAL PSYCHIATRIC CLINIC A. PISSALIDIS – A. KARIPIS S.A., PRIVATE DIAGNOSTIC LABORATORY ALEXANDRIO S.A., PRIVATE DIAGNOSTIC LABORATORY OF WESTERN THESSALONIKI S.A. and DIAGNOSTIC CENTER LARISA S.A.which were not included in the consolidated financial statements of the previous year in full (only few months' results were included) as well as, c) the increase in revenue of the following
subsidiaries: 1) PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A, 2) AROGI S.A., 3) EUROMEDICA EASTERN ATTICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A., 5) GENESIS MAIEYTIKI GYNECOLOGIKI KLINIKI THESSALONIKIS S.A. and 6) GENERAL CLINIC OF DODEKANISA. S.A..
Company's sales revenue decreased in 2009 due to the fact that the productive sector by the end of 2008 had completed and invoiced the majority of conventional construction project of high technology products and in 2009 completed and invoiced the remaining part of it. It is reminded that the company's sales revenue is derived entirely from the former company ACHAIKI HIGH TECHNOLOGY INDUSTRY S.A. whose products and services segment absorbed by the Company on 31/12/2007.
Company's earnings before interest, taxes, investments and total depreciation (as defined in No. 34/24.01.2008 Capital Market Commission decision) amounted in 2009 to € 20.763 (2008: € 3.499) increased by 493,35% over the previous year while in consolidated level amounted to € 64.353 (2008: € 39.330), increased by 63,62% over the previous year. Company's increase in earnings before interest, taxes, investments and total depreciation is mainly due to goodwill arising from the revaluation of investment properties at fair value at 31/12/2009, which amounted to € 21.190. The aforementioned goodwill is mainly due to significant valuation of Company's privately owned land near the district "ITIES" in the municipality of Patras in Achaia of a total area 119,044 square meters, attributed to the significant growth of the area because of the expansion of facilities in Patras port.
The increase in earnings before taxes, financial, investing results and total depreciation (E.B.I.T.D.A.) to total consolidated basis is primarily due to both the reason mentioned in the preceding paragraph and the existing subsidiaries' functional activity improvement as well as to the results of new subsidiaries involved in health segment and incorporated in the Group for first time during the year 2009.
Company's earnings before interest, taxes, investments and depreciation -EBITDA (which is equal to earnings before interest, taxes, investments and depreciation as defined in No. 34/24.01.2008 Capital Market Commission's decision, including depreciation of fixed capital grants and the profit/loss from the sale of assets and the valuation of owner occupied property) amounted in 2009 to € 20.763 (2008: € 3.256) increased by 537,67% while in consolidated basis amounted to € 58.269 (2008: € 39.439), increased by 47,74%. More specifically, the difference between EBITDA and earnings before interest, taxes, investments and total depreciation is as follows: (a) in consolidated level an amount of € 6.084 includes the valuation damage at fair value of isolated owner occupied properties amounted to € 6.321, earnings from fixed assets sale of € 106 and grants depreciation of € 131 and (b) at company level, there is no difference.
In the current fiscal year the Group produced losses before taxes of € (931) (2008: € (15.773)) decreased by 94,1% compared to the previous year, while the Company produced profit of € 17.093 (2008: € (848). The decrease in Group's losses after taxes is mainly attributed to increased sales revenue, to the decrease of financing cost as a result of reduced interest rates compared to the previous year and to the improved investment results of € 1.395 (2008 (14.736)). The main reason for the produced losses before taxes in consolidated level in the closing year, and the previous also, has been the occurrence of negative investing results € (19.975) (2008: € (14.736)), which is attributed to losses on disposal of shares € (4.633) (2008: € 7.586), losses on impairment of available for sale financial assets and valuing them at fair value € (16.683) (2008: € (23.983)) and other financial results of € 529 (2008: € 2.225). These negative investment results undermined
almost entirely profit resulting from the valuation at fair value of investment property owned by the Group amounting to € 21.190 (2008: € 0). The main reason for the produced profit before taxes in consolidated level in the closing year, in relation to losses of the previous year, was the recognition of goodwill resulting from the revaluation of investment property in the Company's relevant sector at fair value at 31/12/2009 which amounted to € 19.936 and is mainly due to significant appreciation in the value of Company's owner occupied property near "ITIES" in the municipality of Patras in Achaia.
The leverage ratio of the Group for the fiscal year of 2009 decreased (improved) compared to the previous fiscal year 2008 (2009 59,51%, 2008 62,26%). The ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including short and long term borrowings as appearing in the statement of financial position) less cash and cash equivalents. Total capital is calculated as Equity (as appearing in the statement of financial position) plus net debt. More specifically:
| GROUP | ||
|---|---|---|
| 31/12/2009 | 31/12/2008 | |
| Sum of loans (Note 35) | 437.528 | 410.197 |
| Less: Cash and cash equivalents (Note 30) | (32.952) | (38.386) |
| Net Debt | 404.575 | 371.811 |
| Total Equity | 275.215 | 225.352 |
| Total employed capital | 679.790 | 597.163 |
| Leverage ratio | 59,51% | 62,26% |
The change in the leverage ratio of the Group in the closing year 2009 is mainly attributed to:
(a) the raise of new funds through bank borrowings which increased net debt by the amount of € 32.764, in favor of the Group's broad ongoing investment plan financing and (b) the revaluation of privately owned and used real estate property at fair value, which increased Equity and total comprehensive income of the Group by a net amount of € 52.377 (after calculating deferred taxation).
The following tables contain the basic financial ratios regarding the Group:
| BASIC RATIOS 2009 | ||||||
|---|---|---|---|---|---|---|
| Gross Profit Margin | = | Gross Profit Revenue |
= | 57.450 263.869 |
= | 21,77% |
| Owner' s equity revenue | = | Revenue Average equity |
= | 263.869 250.283 |
= | 1,05 |
| Asset revenue ratio | = | Revenue Average total assets |
= | 263.869 927.650 |
= | 0,28 |
| Current ratio | = | Current assets Current liabilities |
= | 273.605 275.231 |
= | 0,99 |
| Leverage ratio | = | Equity Liabilities |
= | 275.215 710.852 |
= | 0,39 |
(Amounts are expressed in thousands Euro, unless otherwise stated)
| BASIC RATIOS 2008 | ||||||
|---|---|---|---|---|---|---|
| Gross Profit Margin | = | Gross Profit Revenue |
= | 50.545 251.347 |
= | 20,11% |
| Owner' s equity revenue | = | Revenue Average equity |
= | 251.347 241.973 |
= | 1,04 |
| Asset revenue ratio | = | Revenue Average total assets |
= | 251.347 839.800 |
= | 0,30 |
| Current ratio | = | Current assets Current liabilities |
= | 259.006 258.283 |
= | 1,00 |
| Leverage ratio | = | Equity Liabilities |
= | 225.352 643.881 |
= | 0,35 |
The most significant events that occurred in the fiscal year 2009 and their effect on the annual financial statements are analyzed as follows:
The Management of the Group, in frame of the adopted accounting standards, has appointed to acknowledged independent real estate valuators the valuation (revaluation) of the Group's real estate property at fair value as of 31/12/2009.
The Group's goodwill resulting from the valuation of the owner occupied property reached € 71.865. The amount of € 21.190 was included in "Investment income (expenses)" and the remaining amount of € 50.675 was included in "Revaluation of property at fair value" consequently increasing other total comprehensive income and the Equity of the Group by an amount of € 57.434 (€ 29.541 of which attributed to minority shareholders), after subtracting the relative deferred tax liability for the Group of € 14.431. In addition, after valuating specific real estate assets of the Group, a negative goodwill of € (6.321) emerged, which was recognized to the statement of comprehensive income in "Other expenses" consequently decreasing other comprehensive income and the Equity of the Group by an amount of € 5.057 (€ 1.760 of which corresponded to minority shareholders), after subtracting the relative deferred tax asset for the Group of € 1.264. Consequently, revaluation of the Group's investment property, that took place during the current year increased the Group's total comprehensive income and equity by € 52.377, through increasing the balance of tangible assets to € 44.354, investment property to € 21.190 and deferred tax liabilities to € 13.167.
The Company's goodwill resulting from the valuation of investment property reached € 19.936 included to the account "Investment income (expenses)" consequently increasing other comprehensive income and the Equity of the Company by an amount of € 15.834, after subtracting the relative deferred tax liability for the Group of € 4.102.
Consequently, the revaluation of the Group's investment property, that took place during the current year has increased the Group's balance of investment property by an amount of € 19.936 and deferred tax liabilities by an amount of € 4.102.
During the current fiscal year nine (9) new subsidiary and two (2) associates were included in the consolidated financial statements of the Group. Of those subsidiaries, the three (3) came from acquisition of a participating interest, the remaining six (6) from establishment. Regarding the associate companies, one came from acquisition of a participating interest and one from establishment. During the same period, a participation percentage change occurred in nineteen (19) subsidiaries of the parent. These changes are detailed as follows:
In 2009 the parent company has the following corporate developments:
1) At 6/2/2009 the parent company proceeded jointly with its subsidiary company EUROMEDICA S.A. in the establishment of the company EUROMEDICA GULF HOLDINGS S.A. The purpose of the company primarily is its participation in medical schemes and health centers in the United Arab Emirates and more broadly in the countries of the Arabian Peninsula. The participating interests of EUROMEDICA S.Α. and ΑΧΟΝ HOLDINGDS S.A. in the share capital of the newly established company are 99,0 % and 1,0 % respectively.
2) At 16/4/2009, the parent company proceeded jointly with subsidiary company EUROMEDICA S.A. in the establishment of a real estate investment company EUROMEDICA S.A. REAL ESTATE located in the municipality of Halandri. Its initial share capital was set to € 60 divided in 600 common registered shares, of par value one hundred € 100 (amount in euro) each. The participating interest of the companies AXON HOLDINGS S.A. and EUROMEDICA S.A in the share capital of the newly established company is 99,8% and 0.2% respectively. The purpose of the newly established company is primarily the management, development and use of the Group's investment property or third parties', to provide relevant technical advice on issues of property management and participation of the Company to companies with similar objectives.
At 13/2/2009 the regular tax audit for the unaudited fiscal years of the parent company (2005 to 2007) was finalized. The total of all additional taxes amounted to € 430 and penalties incurred amounted to € 156, which was covered entirely from formed provisions for unaudited fiscal years.
There were no significant events in the parent company that occurred in the period between the end of the current fiscal year and the preparation date of the present report.
In the year 2010, the Company aims to optimize the investment opportunities that will arise, taking into consideration the broader international economic developments. The main guiding principle of policy is the reduction of liquidity risks due to the international and domestic recession and securing the necessary funds for its investment plan which will be redefined taking into consideration the economic and investment conditions at any given time.
The parent Company, in redefining its investment program, examines in the near future the prospect of selling its participating percentage of 80% in the subsidiary AXON MANAGEMENT AE amounted to € 100, as well as the sale of its participating percentage of 50% in the fund AXON-TANEO FUND of net asset value € 5.707 on 31/12/2009. The
Management has contacted the interesting parties on this prospect and will inform the investors when it reaches an agreement.
The Company will continue to support in 2010 the investment programs of each of the subsidiaries' sectors and will retain its participation percentages in its subsidiaries.
During the current fiscal year the Group's Health Sector has the following corporate developments:
1) The subsidiary company of the Group EUROMEDICA S.A. at 18/2/2009 acquired 60,0 % (37,40% for ΑΧΟΝ Group) of the share capital of the company ASKLEPIO INFIRMARY LARISA S.A., which operates a recovery and rehabilitation centre at the town of Larisa since March 2007 in a property of 930 square metres. The price for the acquisition of 60,0% of the company's share capital amounted to € 2.226 and will be paid gradually, until June 2010. The remaining 40,0% is owned by reputable doctors.
2) The subsidiary company of the Group EUROMEDICA S.A. at 19/2/2009 acquired 49,0 % (30,54 % for ΑΧΟΝ Group) of the share capital of the company D.S. SIOVAS – RADIODIAGNOSTIC CENTER GREVENA, by simultaneous undertake of its business activity management, which has registered offices in Greece (Municipality of Grevena) where it operates an x-ray diagnostic centre. The price for the acquisition of 49% of the company's share capital amounted to € 350. The remaining 51,0 % is owned by the radiologist Demetrios Siova.
3) The subsidiary company of the Group EUROMEDICA S.A. at 20/8/2009 proceeded to the acquisition of 47,0% (29,29% for ΑΧΟΝ Group) stake of the share capital of the company ALPHA NEFRODYNAMIKI S.A., while taking over the management of its business activities. The price for 47,0% of the company's share capital was initially set to € 2.000, and will be finalized by the second half of the year 2010 with the settlement of the contract terms. The Company operates chronic dialysis unit with 30 beds in the region of Serres.
1) The subsidiary of the Group PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA GALINOS TRIKALON S.A. whose registered offices are in Trikala, on 22/1/2009 proceeded jointly with a local doctor-radiologist, to the establishment of the company PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA-TRIKALON MEDICAL S.A.. The registered offices of the new company are in the municipality of Trikala. The initial share capital of the new company was set at € 300 and the participation percentage of subsidiary PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA GALINOS TRIKALON S.A. to its share amounts to 49,0% (14,35 % for ΑΧΟΝ Group), with simultaneous undertake of its business activity management.
2) The subsidiary company of the Group at 6/2/2009, along with its parent company AXON HOLDINGS S.A. established a new company called EUROMEDICA GULF HOLDING S.A.. The initial share capital of the newly created subsidiary is € 150 and is divided into 15,000 shares of nominal value (amount in euro) € 10,00 each. Participation of the subsidiary Company in the share capital of EUROMEDICA GULF HOLDING S.A. is 99,8%, while the remaining 0,2% is owned by parent company AXON HOLDINGS S.A. The purpose of the company primarily is its participation in medical schemes and health centers in the United Arab Emirates and more broadly in the countries of the Arabian Peninsula.
3) The subsidiary company of the Group EUROMEDICA S.A. on 11/2/2009 participated in the formation of a new limited company called GENIKI NOSILEFTIKI GENERAL SERVICES S.A. with registered offices in the municipality of Pilea Thessaloniki. The initial share capital of the new company was set at € 150 and is divided into 15,000 shares of nominal value (amount in euro) € 10,00 each. The participation of the subsidiary Company in the share capital of GENIKI NOSILEFTIKI GENERAL SERVICES S.A. on 30/9/2009 was 51,00% (31,79 % for ΑΧΟΝ Group) whereas in the remaining 49,00%, participate, alongside with others, entrepreneurs active in the field of home health care services.
4) The subsidiary company of the Group PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A, with registered office in the town of Karditsa, at 20/2/2009 proceeded jointly with doctors of the area to the establishment of the company KASTALIA ACHAIAS S.A. the registered office of the new company is in the municipality of Patra and its main purpose is the running of a psychiatric clinic in Patras. The initial share capital of the new company amounted to € 960 and the participation percentage of subsidiary PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A., in its share capital amounts to 50,0 % (25,0 % for the Group), with simultaneous undertake of its business activity management. During the current fiscal year, a share capital increase took place by payment in cash of a total amount of € 1.014. The subsidiary company PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A., participated in the aforementioned share capital increase by 51,3 % so as a consequence its participation in the share capital of the former, as of 31/12/2009, was 50,7 % (15,79 % for ΑΧΟΝ Group).
5) The subsidiary company of the Group EUROMEDICA S.A. at 1/7/2009, along with its subsidiary EUROPROCUREMENT S.A. established a new limited company called EUROMEDICA GALATSIOY S.A.. The initial share capital of the newly created subsidiary is € 60 and is divided into 6,000 shares with a nominal value (amount in euro) € 10,00 each. The AXON Group's participation in the share capital of EUROMEDICA GALATSIOY S.A. is 62,33%, while the subsidiary companies EUROMEDICA S.A. and EUROPROCUREMENT S.A. participating with a percentage of 100% to the share capital of the company EUROMEDICA GALATSIOY S.A.. The aim of the newly established company is mainly to provide primary health services in the field of medical examinations and diagnostic health services.
6) The subsidiary company of the Group EUROMEDICA S.A. at 7/7/2009 proceeded jointly with collaborating physicians to the establishment of the limited liability company called EUROMEDICA CRETE RECOVERY AND REHABILITATION CENTER S.A. with registered offices in Heraklion, Crete. In the share capital of the new company, which is divided in 44.000 shares and amounts € 132, EUROMEDICA S.A participates with 50,0% (31,16% for ΑΧΟΝ Group) by simultaneously undertaken the management of its business activities. The aim of the newly established company is to establish and operate a center of recovery and rehabilitation for people with disabilities in the wider region of Crete. As of 21/12/2009 the parent company sold 11.880 shares, equivalent of 27,0 % of the subsidiary's share capital, for a total amount of € 36. As a consequence of the aforementioned sale the participating interest of EUROMEDICA S.A in the share capital of EUROMEDICA CRETE RECOVERY AND REHABILITATION CENTER S.A. as of 31/12/2009 was settled at 23,0 % (14,34% for ΑΧΟΝ Group) without loss of its management.
The subsidiary company of the Group EUROMEDICA S.A. proceeded to the acquisition of 28.5% (17,76% for ΑΧΟΝ Group) of the share capital of CENTRAL MEDICAL SERVICES S.A., which operates the clinic under the name HEALTH LARISSA in the town of Larissa. The price of this acquisition amounted to € 621. The clinic is housed in a separate building of 2,500 sq.m. and has obstetric, neonatologists, surgical and gynecological department. Within
the current year CENTRAL MEDICAL SERVICES S.A., will conclude a share capital increase by payment in cash, cancellation of the existing shareholders pre-emption rights and coverage of the total amount of the aforementioned capital increase by the parent company of the Group EUROMEDICA S.A. for an amount of € 15 and € 185 share premium. As a result the participation percentage of the last stands at 35,0 %. (21,81% for ΑΧΟΝ Group). The remaining 65,0 % of the share capital is held by obstetricians – gynecologists of Larisa.
The Group's subsidiary EUROPROCUREMENT S.A. on 26/1/2009 participated in the establishment of EUROMEDICA COSMETIC PRIVATE POLYIATREIO S.A. with registered offices in Athens. The purpose of the new company is to provide primary health services in dermatology, plastic surgery and cosmetic medicine in general. The share capital of the new company was set at € 400 and the subsidiary's participation in it, amounts to 36,5 % (22,75% for ΑΧΟΝ Group).
1) The subsidiary company of the Group EUROPROCUREMENT S.A. according to the 29/12/2008 decision of its extraordinary General Meeting of shareholders decided an increase of its share capital by an amount of € 19.000. This increase was fully covered by the subsidiary company EUROMEDICA S.A. of the Group and was approved with the N. 858/16.1.2009 decision of the Municipality of Athens
2) The subsidiary company of the Group EUROMEDICA S.A. at 3/2/2009 acquired an additional 6,5 % of the share capital of its subsidiary PRIVATE DIAGNOSTIC CENTER MAGNETIC TOMOGRAPHY VOLOS S.A., in which a magnetic resonance imaging center is operated, in the city of Volos, for a total of € 87, which was paid for the end of the current fiscal year. As a result of this acquisition, the participation percentage of the company EUROMEDICA S.A. in the subsidiary at 31/12/2009 reached 39,0% (24,31% for ΑΧΟΝ Group).
3) The subsidiary company of the Group EUROMEDICA S.A. at 9/2/2009 acquired the remaining 50% of the share capital of the company EUROHOSPITAL S.A. which until 31/12/2008 was consolidated with the equity method, for the total amount of € 30. At 19/3/2009 the change of its name and purpose, to S.K.D.S. MANAGEMENT ADVISORS S.A. with major activity the provision of consulting services was publicized. As a result of the given acquisition, the abovementioned company was consolidated in the Group's consolidated financial statements with the method of total consolidation. As of 3/4/2009 the parent company sold 51,0 % of the shares of the subsidiary company S.K.D.S. MANAGEMENT ADVISORS S.A. to managers of the Group, with a simultaneous withhold of the business activities management. As of 11/12/2009, the parent company acquired 31 % of the subsidiary's share capital for a total amount of € 19 so as a consequence its participating interest, as of 31/12/2009 was settled at 80,0 % (49,86% for ΑΧΟΝ Group).
4) The Group's subsidiary AROGI S.A. on 15/6/2009 proceeded to acquire an additional 30.0% stake in the share capital of the subsidiary APOKATASTASI S.A., for a total amount of € 1.200. The result of this acquisition, in conjunction with the acquisition of an additional 50.0% stake in the subsidiary AROGI S.A. by the subsidiary company EUROMEDICA S.A., is the participation percentage of the EUROMEDICA Group in the subsidiary APOKATASTASI S.A. to add up to 100.0% (62,33% for ΑΧΟΝ Group).
5) The subsidiary company of the Group EUROMEDICA S.A. on 30/6/2009 acquired an additional 50% of the share capital of its subsidiary AROGI S.A., for the total amount of € 7.300, thus becoming its sole shareholder (62,33% for ΑΧΟΝ Group).
6) The subsidiary company of the Group TOURISTIC ENTERPRISES W. MACEDONIA S.A. within the current fiscal year performed share capital increase of € 900, which was fully paid by the subsidiary company of EUROMEDICA Group, consequently increasing its participation percentage of EUROMEDICA Group in the aforementioned subsidiary to 99,6% as of 31/12/2009 (62,05% for ΑΧΟΝ Group).
7) The Group's subsidiary IPPOKRATIS CENTER OF NUCLEAR MEDICINE S.A. as of 31/8/2009 proceeded to the acquisition of 10.0% of the share capital of MEDICAL DIAGNOSIS OF LESVOS S.A.. The price for the aforementioned acquisition reached € 300 and will be paid gradually until April 2010. Following the above acquisition the share of AXON Group in this subsidiary at 31/12/2009 reached 25.55%.
8) The Group's subsidiary EUROMEDICA IONIOS GENERAL CLINIC S.A. in the second quarter of the current fiscal year completed the share capital increase decided by the Extraordinary General Meeting of its shareholders at 10/11/2008 in which the company EUROMEDICA S.A. participated by 11,0 % contributing € 50. In the fourth quarter of the current fiscal year the share capital increase of € 872 as decided by the Extraordinary General Meeting of its shareholders dated 26/6/2009, was finalized. EUROMEDICA S.A. participated in the aforementioned increase by 51,1 % so as a consequence its participating interest in the subsidiary was set, as of 31/12/2009 at 62,3 % (38,82 % for ΑΧΟΝ Group).
9) The subsidiary company of the Group EUROMEDICA S.A. in the current fiscal year, acquired an additional 2,0 % of the share capital of its subsidiary PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA GALINOS TRIKALON S.A., for a total amount of € 29. As a result of this acquisition, the participation percentage of the EUROMEDICA S.A in the subsidiary at 31/12/2009 reached 47,0% (29,29 % for ΑΧΟΝ Group).
10) The Group's subsidiary YGEIA VOLOU MEDICAL DIAGNOSTIC CENTER VOLOS S.A. by the decision of its Unsolicited Extraordinary General Meeting of shareholders dated 17/9/2009, decided: a) the contribution to the company and absorption from it of the segment of nuclear medicine which is detached from the sole proprietorship company "PSAHOULAS IOANNIS" in accordance with the provisions of article 1 par. 1 quote. ε' of L.2166/93 and b) capitalization of the book value of the contributed and absorbed segment of the aforementioned sole proprietorship company, amounting to € 65 and an additional share capital increase of € 146 through capitalization of reserves by the subsidiary. As a consequence of the above mentioned events, the share capital of the company YGEIA VOLOU MEDICAL DIAGNOSTIC CENTER VOLOS S.A. increased by € 211, issuing 7.178 new common registered shares of nominal value (amount in euro) € 29,35 each, out of which 2.531 shares were taken by EUROMEDICA S.Α. resulting in an increase of participating interest of AXON Group in the share capital of the subsidiary company, as on 31/12/2009, to 24,95 %.
11) The subsidiary company of the Group ZOE-GENIKI THERAPEFTIKI PRIVATE CLINIC S.A. by the decision of the Extraordinary General Meeting of shareholders dated 28/11/2008, decided to increase its share capital. In the above share capital the following companies participated: a) The subsidiary company of the Group EUROMEDICA S.A. by contribution of three plots of land of total fair value € 11.642 and by payment in cash € 182, therefore reaching a 82,8 % participation interest in the subject subsidiary, and b) the subsidiary company of the Group EUROMEDICA AROGI MEDICAL CENTER APOKATASTASI S.A. by contribution of a plot of land of fair value € 387, therefore reaching a 2,3 % participation percentage in the share capital of the mentioned subsidiary. As of 17/6/2009 the Extraordinary General Meeting of the subsidiary's shareholders decided a share capital increase of € 2.000. The subject increase was accomplished in the current fiscal year without participation of the subsidiary company so at year end its participating interest of AXON Group in the share capital of the subject subsidiary company, at 31/12/2009, reached 45,39 %.
12) The subsidiary company of the Group THEOTOKOS MAIEYTIKI GYNEKOLOGIKI KLINIKI LARISAS S.A. by its decision of its Regular General Meeting of shareholders dated 25/06/2009 proceeded in increasing its share capital by 34.160 shares, of nominal value (amount in euro) € 3,00, and offering price (amount in euro) € 30,00. In particular, the share capital was increased by € 102 and the paid in surplus by € 922. The aforementioned increase was finalized in the current fiscal year and was fully covered by the subsidiary company EUROMEDICA S.Α. thus resulting in an increase of the participating interest of AXON Group in the share capital of the subsidiary, as of 31/12/2009, to 54,26 %.
13) The subsidiary company of the Group EUROMEDICA AROGI MEDICAL CENTER APOKATASTASI S.A. by the decision of its Regular General Meeting of shareholders dated 30/6/2009 decided a share capital increase of € 2.500. The aforementioned increase was finalized in the current fiscal year and the participation of the subsidiary company EUROMEDICA S.Α. reached 37,8 %, resulting in the increase of its participating interest in the subsidiary, as of 31/12/2009, to 47,8% (31,75 % for ΑΧΟΝ Group).
14) The subsidiary company of the Group GENERAL CLINIC OF DODEKANISA S.A. by the decision of its Extraordinary General Meeting of shareholders dated 10/06/2009 decided a share capital increase of € 1.653. The aforementioned increase was finalized in the current fiscal year and the participation of the subsidiary company EUROMEDICA S.Α. reached 85,1 %, resulting in the increase of its participating interest in the subsidiary, as of 31/12/2009, to 59,8 % (37,26 % for ΑΧΟΝ Group).
15) The subsidiary company of the Group PYLI AXIOU PRIVATE DIAGNOSTIC CENTER S.A. as of 3/2/2009 proceeded in selling 1.200 shares of its subsidiary PRIVATE DIAGNOSTIC LABORATORY ARISTOTELEIO AXIAL TOMOGRAPHY S.A., for a total amount of € 39. In the fourth quarter of 2009 the share capital increase of the subsidiary ARISTOTELEIO PRIVATE DIAGNOSTIC LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A. was completed, as decided by the Regular General Meeting of shareholders by its decision dated 30/6/2009. The subject increase of € 355 was fully covered by the subsidiary PYLI AXIOU PRIVATE DIAGNOSTIC CENTER S.A.. As a consequence of the above, the participating interest of the last mentioned company in the other subsidiary of the Group ARISTOTELEIO PRIVATE DIAGNOSTIC LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A., as of 31/12/2009, reached 91,8 % (42,53 % for ΑΧΟΝ Group).
16) The subsidiary company of the Group EUROPROCUREMENT S.A. participated by 87,6% in the share capital increase of the EUROMEDICA EASTERN ATTICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. as decided by the Regular General Meeting of shareholders of the latter dated 30/6/2009, contributing an amount of € 1.253. As a consequence of the above, the participating interest of EUROPROCUREMENT S.A. in the share capital of EUROMEDICA EASTERN ATTICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A., as of 31/12/2009, reached 78,8% (49,11 % for ΑΧΟΝ Group).
17) The subsidiary company of the Group EUROMEDICA S.A. as of 14/10/2009 proceeded in selling its participating interest of 49,0 %, in the share capital of the company IONIA NEFROLOGIKI S.A.for a total amount of € 270.
18) The subsidiary company of the Group IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. by decision of its Regular General Meeting of shareholders dated 30/6/2009
decided a share capital increase of € 160 by capitalizing dividends and by € 274 in cash. The aforementioned increase was completed in the fourth quarter of the current fiscal year and the participation of EUROMEDICA S.A. reached 67,0 % by capitalizing dividends of € 84 and cash payment of € 207. As a consequence of the above, the participating interest of AXON Group in the share capital of IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. as of 31/12/2009 reached 30,71%.
19) The Group's subsidiary IPPOKRATIS MAGNETIC TOMOGRAPHY S.A., by the decision of the Extraordinary General Meeting of shareholders dated 1/12/2008, decided to increase its share capital by the amount of € 520. The aforementioned increase was completed in the fourth quarter of the current fiscal year and the Group's subsidiary IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. contributed to the above share capital increase in accordance with its participating percentage (85,0%) with the amount of € 442. By the decision of the Regular General meeting of shareholders of the company IPPOKRATIS MAGNETIC TOMOGRAPHY S.A. dated 30/6/2009, a share capital increase was decided by € 51 through dividend capitalization by € 384 through payment in cash. The subsidiary IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. participated in the aforementioned share capital increase by 93,8 % by capitalizing dividends of € 43 and in cash by € 365. As a consequence of the above the participating interest of the subsidiary IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. in the other subsidiary IPPOKRATIS MAGNETIC TOMOGRAPHY S.A. as of 31/12/2009 reached 87,5 % 26,87 % for ΑΧΟΝ Group).
1)The subsidiary company of the Group EUROMEDICA APOKATASTASI S.A. with the 19/2/2009 decision of its extraordinary General Meeting of shareholders decided an increase of its share capital by an amount of € 4.000. This increase was completed with the partial payment of € 2.844. EUROMEDICA S.A. participated with 50% on the above increase by paying the amount of €1.722 without any change in shareholding. On the 24/12/2009 the subsidiary company of the Group EUROMEDICA AROGI MEDICAL CENTER APOKATASTASI S.A. with registered offices in Thessaloniki has acquired 3,4 % of the share capital for a total of €100, thus the share of AXON GROUP on 31/12/2009 at EUROMEDICA APOKATASTASI S.A. amounts to 32,25%.
2)The Group's subsidiary IONIA IONIA-EUROMEDICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. by 19/12/2008 the General Meeting of shareholders decided to increase its share capital by the amount of € 300. Within the current fiscal year after completion of procedures for the capital increase the participation of the subsidiary company of the Group EUROPROCUREMENT S.A. increased by the amount of € 147 without a change in shareholding in the subsidiary. At the meeting on 12/10/2009 unsolicited Extraordinary General Meeting of IONIA-EUROMEDICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. decided to increase the share capital of the subsidiary at the amount of € 600 with the participation of EUROPROCUREMENT S.A. at a rate of 50,0% resulting in a participation rate of the EUROPROCUREMENT S.A. to IONIA-EUROMEDICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. on 31/12/2009 to stand at 49,3% (30,72% for AXON Group).
3) The participation of the subsidiary EUROMEDICA S.A. to the existing subsidiary NEUROLOGICAL PSYCHIATRIC CLINIC A. PISSALIDIS – A. KARIPIS S.A. within the current fiscal year decreased by an amount of € 300 under the terms of the original contract bid. As a result of this deduction, the cost of participation of the EUROMEDICA S.A in this subsidiary was formed on 31/12/2009 amounted to € 2.850, without changing the share of
the group (31,16% for AXON Group).
4) The Group's subsidiary IONIA EUROMEDICA OF CORINTHOS S.A. by the 18/11/2008 General Meeting of shareholders decision increased its share capital by the amount of € 300. Within the current fiscal year after completion of procedures for the capital increase the participation of the subsidiary company of the Group EUROPROCUREMENT S.A. increased by the amount of € 158 without a change in shareholding.
5) The Group's subsidiary PRIVATE DIAGNOSTIC LABORATORY ALEXANDRIO S.A. at the 30/6/2009 General Meeting of shareholders ,decided to increase its share capital by the amount of € 250 in cash. This capital increase was completed in the fourth quarter of the current year and its subsidiary EUROMEDICA S.A. participated in direct proportion, with 49,0% (30,54% for AXON Group).
6) The Group's subsidiary PRIVATE DIAGNOSTIC LABORATORY OF WESTERN THESSALONIKI S.A. decided to increase its share capital by the amount of € 360 in cash. This capital increase was completed in the fourth quarter of the current year and its subsidiary EUROMEDICA S.A. participated in direct proportion, with 42,0% (26,18% for AXON Group).
1) Regarding the decision of the Extraordinary General Meeting of the shareholders on the 19/6/2009, the associate company EUROMEDICA WESTERN MACEDONIA-KOZANI S.A. decided the increase of its share capital by payment in cash € 646. The aforementioned increase was completed in the fourth quarter of the current fiscal year and the parent company EUROMEDICA S.A participated with a percentage of 25,0% (15,55 % for ΑΧΟΝ Group).
1) The subsidiary company of the Group EUROMEDICA S.A. and its subsidiaries by 100,0 % AROGI S.A. and APOKATASTASI S.A. based on their decisions of their Boards of Directors dated 19/11/2009, decided the merger of the two companies by their absorption from the subsidiary company EUROMEDICA S.A. in accordance with the provisions of articles 69-78 του C.L. 2190/1920 and L.2166/93 setting as transformation statement of financial position that of 31/12/2009. The respective procedures are expected to be completed in the year 2010.
1) The subsidiary Company of the Group proceeded to a binding agreement for the acquisition of 49,0 % of the share capital of DIAGNOSTIC LABORATORY OF LIMNOS S.A., which operates a diagnostic lab on the island of Limnos, for the total amount of € 680. The company prior to the acquisition, will absorb the unique radiological laboratory operating on the island of Limnos in order to create a versatile integrated medical center, with the participation of doctors of various specialties, which will include the following departments: microbiology, classical X-ray, CT scanner, mammography, ultrasound, triplex and osteoporosis. The new medical center will enhance the services of primary health care for the people of Limnos.
2) The subsidiary company EUROMEDICA S.A. proceeded to a binding agreement for the acquisition of 70,0% of the share capital of the limited liability company that will result from the conversion of a company called ANTENATAL CENTER THESSALONIKI MONOPROSOPI LIMITED LIABILITY COMPANY based in Thessaloniki, for a total amount of € 2.600 . The remaining 30,0% will be owned by the founder physician. The target company operates a specialized center for fetal medicine and antenatal care. ΕUROMEDICA
S.A. considering its forthcoming participation in the share capital of ANTENATAL THESSALONIKI CENTER MONOPROSOPI LIMITED LIABILITY COMPANY as a starting point, is keen to enter in the field of prenatal diagnosis and fetal medicine.
1) During the current fiscal year and in specific in its first semester the subsidiary Company of the Group EUROMEDICA S.A. proceeded in issuing a new bond loan of a total amount of € 30.000 having as payment proxy and bondholders representative the NATIONAL BANK OF GREECE, used for financing existing bank borrowing and the investing activity of the Company and the Group. The loan rate was set at Euribor plus a margin.The period of the loan was set to eight years, while its repayment was set in 15 six-month installments. It is noted that part of the total loan amount of € 30.000, of € 15.000 was paid in advance during the fourth semester of the previous year.
2) During the first and fourth trimester of the current fiscal year the subsidiary company of the Group EUROMEDICA S.A. made an early repayment of two amounts € 10.000 and € 13.890 respectively of the bond loan having as payment proxy and bondholders representative the EMPORIKI BANK, thus the balance of the instalment as of 31/12/2009 reached € 66.610.
3) During the fourth semester of the current fiscal year the subsidiary company of the Group EUROMEDICA S.A. proceeded in a factoring contract with EMPORIKI BANK with maximum funding limit of € 15.000.
4) The subsidiary company of the Group EUROMEDICA AROGI MEDICAL CENTER APOKATASTASI S.A. during the second quarter of the current fiscal year proceeded in issuing a bond loan amounting to € 5.000 having as payment proxy and bondholders representative the EFG EUROBANK ERGASIAS S.A The loan rate was con was set at Euribor plus a margin and the expiry date of the loan at 13/3/2019.
In addition, the subsidiary company of the Group EUROMEDICA S.A is in a refinancing process of existing long-term bank loans of a total amount of € 216.710 which is expected to be completed in the first quarter of the year 2010. This refinancing is estimated not to substantially change the financing cost of the Group.
During the current fiscal year the regular tax audit for the unaudited fiscal years of the subsidiary company EUROMEDICA S.A. (2006 to 2008) was finalized. The total of all additional taxes and penalties incurred amounted to € 756, which was covered entirely from formed provisions for unaudited fiscal years amounting to € 1.400, The remaining amount of the formed provision of an € 644 has been recognized as income to the statement of comprehensive income. In addition, during the current fiscal year the regular tax audit for the unaudited fiscal years of the subsidiary companies ORASIS HELLENIC OPTHALMOLOGICAL CENTER S.A. (2007-2008), GENERAL CLINIC OF DODEKANISA S.A. (2000-2006), EUROPROCUREMENT S.A. (2007-2008), TOURISTIC ENTERPRISES W. MACEDONIA S.A. (2000-2006), ARISTOTELEIO PRIVATE DIAGNOSTIC LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A. (2003-2006), IONIA EUROMEDICA OF CORINTHOS S.A. (2004-2005), MULTI-DIAGNOSTIC CENTER PIERIAS IATRIKI S.A. (2002-2006), IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. (2005-2006), EUROMEDICA IONIOS GENERAL CLINIC S.A. (2003-2006), EUROMEDICA MULTIDIAGNOSTIC CENTER LARISA. S.A. (up to 30/6/2006) and AXIAL DIAGNOSIS S.A. (up to 2006) was completed, from which a total expense amounted to € 215 was incurred, which was covered by the amount of € 189 from formed provision for unaudited fiscal years.
The most significant events that occurred to the health sector in the period between the end of the current fiscal year and the preparation date of the present report are summarized as follows:
As of 8/1/2010 the subsidiary of the Group PRIVATE DIAGNOSTIC LABORATORY EURODIAGNOSIS CORFU S.A. located in the city of Corfu, preceded in signing a memorandum agreement for the acquisition of 40% of the company shares that will result from the corporate transformation of the company PRIVATE DIAGNOSTIC LABORATORY OF IMAGING IOANNIS – DIMITRIOS PANOPOULOS LTD, which operates a radio diagnostic laboratory in the city of Zante. The cost for acquiring the participating interest of 40% in the share capital of the company under corporate transformation sums up to € 260. The subject laboratory has been operating since 1997 and owns axial tomography, mastography, ultrasonography, bone density meter and department of classical radiology. Besides the subsidiary, laboratory technicians are expected to participate in the new corporate scheme by a percentage of 9,0% as well as doctors from the Ionian prefecture and western Greece by 51,0 %.
With the decision dated 20/1/2010 of the Extraordinary General Meeting of the subsidiary's EUROPROCUREMENT S.A. shareholders, a share capital increase of € 18.513 was decided, by capitalizing an amount of € 18.400 from the reserve "Paid in surplus" and an amount of € 113 from the Equity item "Retained earnings", increasing the nominal value of shares by € 168,29636364 (amount in euro), and a simultaneous decrease by € 19.112, decreasing the nominal value of shares by € 173,74636364 (amount in euro). The decrease occurred by distribution of 3.990.000 EUROMEDICA S.A. shares.
As of 24/2/2010, the subsidiary company of the Group EUROMEDICA S.A. proceeded in selling its participation in ΑΧΟΝ HOLDINGS S.A. in whole, namely 1.987.407 shares with acquisition cost € 11.662, for a total amount of € 1.093 (€ 0,55-amount in euro- per share).
The adverse economic conditions worldwide and the difficulties suffered by the Greek economy in the closing fiscal year significantly affected the prolongation of receivable claims recovery resulting from the continued lack of liquidity in the domestic market. These effects and their impact are assessed on a daily basis and regarded seriously by the Group's management, but are judged as unable to inhibit the dynamic expansion of the Group as reflected by the increase in revenue and operating profits. Moreover, the very low demand elasticity for healthcare services coupled with the established in the consciousness of the Greek public corporate name EUROMEDICA, the experience, the expertise and high sense of responsibility of our medical staff provide strong guarantees as to attain the far-reaching quantitative and qualitative objectives of the Group.
In 2010 the Group is expected to continue implementing its strategy of geographic expansion and growth through new ultramodern facilities. Specifically, the most significant directly feasible plans of management on business strategy and expansion of the Healthcare segment for the fiscal year 2010 are as follows:
Regarding the expected funds resources required to complete the aforementioned investments in the Healthcare segment, these are expected to come through bank loans and equity funds.
In 2009, the subsidiary ΑΧΟΝ SECURITIES S.A. was affected as all brokerage firms in the country by the significant international march of events. Specifically:
During 2009, a significant increase in the A.S.E. Composite Share Price Index was marked in the first 9 months of the year but this increase was followed by a sharp fall in stock prices of companies traded on the Stock Exchange. The main reason for the fall was the sharp deterioration in the public financial position of Greece, having as a result the assets of investments portfolios held by clients of the subsidiary company to be substantially reduced at the end of the year. The significant drop in 2008 because of the global financial crisis and the fiscal situation in Greece in 2009 created conditions that reduced portfolio values.
The increase in risk over the last two years made clients very cautious in the sense of willingness to invest in securities-shares. It is noteworthy that investors reached a peak in risk aversion of the last at least 20 years. This happened because:
The correlation coefficient of the Greek stock market with international markets in the last quarter fell to unprecedented levels, thus creating very difficult conditions in the Greek stock market.
The volatility of the market in 2009 reached its highest historical level surpassing even that of 2008.
Time loss of wealth of the equity portfolios was very strong in the last quarter of the year in contrast to the respective increase in wealth.
It therefore follows as a natural consequence the failure of the subsidiary to achieve significant increases in results from trading equity securities. However a very positive factor was the increase in revenue produced by the subsidiary company in the derivatives market and in international markets. Specifically commissions from transactions in the derivatives market grew by 200%, while commissions from trading in international stock markets rose by 335%.
The subsidiary company of the Group, SONAK S.A., already in its 21st fiscal year operating in the area of defense technology computer programmes and informatics, has gained extensive experience in its field, an optimism-raising fact regarding its progress in the future. The company's main customers are the Ministry of Defense and large foreign firms such as the German company KRAUSS-MAFFEI WEGMANN Gmbh & Co.Kg., the American company RAYTHEON SYSTEMS COMPANY the Swedish company SAAB MICROWAVE SYSTEMS AB, the English company VOSPER SHIPBUILDING INTERNATIONAL LTD and other foreign companies. The unexecuted part of contracts signed by the subsidiary SONAK S.A. until 31/12/2009 with customers amounts to € 111.000 and is expected to be completed within the next 3 years leading to increased revenue and general activity. Similarly, the management of SONAK S.A., looking forward to strengthening its market share, has focused in foreign markets and in broadening its clientele with more foreign companies. On this basis, the management of SONAK S.A. expects for 2010 and the subsequent years, the expansion of the company's activities.
Furthermore, in reference to the legal case of an arbitration appeal by SΟΝΑΚ S.A. to the Court of Arbitration regarding a contract with the Ministry of Defense, following is a summary of the case:
On 27/11/2007 SΟΝΑΚ S.A. filed an appeal for arbitration to the Court of Arbitration against the Greek State regarding a contract for the procurement of advanced technology systems. According to the signed contract dated 19/10/2001 between the contracting parties, i.e. the supplier company "SONAK S.A. " and the buyer namely the "GREEK STATE", the contractual price for the procurement of these defense systems amounts to € 71.979 out of which, according to the payments stipulated in the contract, the supplier has received € 34.516 which represent the advance payment of 50% of the total value after withholding the relevant legal deductions. According to article 12 of the Contract regarding the performance bond and guarantee granting, the supplier has deposited to the Greek State three letters of guarantee issued by ALPHA BANK for an amount of € 41.419.
Furthermore, according to article 21 of the Contract, in case of failure of negotiations between the contracting parties, any dispute, doubt or disagreement regarding the application or interpretation of the terms and the extent of the rights and obligations arising from the contract in question will be settled between the contracting parties and in case of failure it will be settled by arbitration according to the respective provisions of the Greek Legislation.
The Company by relying on article 21 of the contract is seeking arbitration by the Court of Arbitration requesting that: 1) its appeal to arbitration is admitted; 2) the buyer pays the supplier an amount of € 39.281 including legal interest for the period starting 26/4/2003 or 1/9/2006 or after service of its appeal; 3) the buyer also pays an amount € 2.013 per annum from service of the appeal until its full settlement; 4) the buyer is awarded the entire court expenses (arbitrators' fees and expenses) and lawyers' fees; and 5) it is sentenced to a statement of intention to ALPHA BANΚ for its release from every obligation.
In frame of this pending arbitration, the Single-Member First Instance Court of Athens with the decision 7685/11.12.2008 accepted in its entirety the application dated 1/2/2008 by the subsidiary company for the exclusion of an arbitrator who was appointed by the opposing "GREEK STATE". Accordingly, the "GREEK STATE" had to appoint another arbitrator. Given the foregoing, the arbitration proceedings are currently at the stage of the composition of the arbitral tribunal, namely the choice of arbitrators or the court in the person of the umpire.
Finally, the Court of Arbitration was constituted and met for the first time on 02/06/2009. At this meeting deadlines were set for the conduct of arbitration proceedings (motions and documents examination, any counterclaim by the GREEK STATE, witnesses, etc.). Next, the GREEK STATE brought before to the Court its appeal against SONAK S.A. dated 15/10/2009, which is jointly examined with the appeal of the latter. By this appeal the GREEK STATE calls along with statutory interest be awarded an amount of € 593.942, of which € 500.000 concerning compensation for moral damage. On December 10, 2009 the proposals – denial of the plea for lack of jurisdiction, the proposals on the counter-claims, as well as the sworn statements of witnesses, followed by the presentation of the damage caused to SONAK S.A., were submitted to the Arbitration Court instituted under Article 21 from 19/10/2001 contract between SONAK S.A. and the GREEK STATE for the procurement of advanced technology systems. The whole affair is in the process of evidence presentation, which shall be followed by the examination of witnesses offered by the parties in the hearing which will take place on 30/03/2010. The view of the legal department of the subsidiary regarding the appeal dated 15/10/2009 of the Greek government is that their counter - action
is clearly unfounded and unproven, and therefore there is high probability that it will be rejected.
The Group is exposed to various financial risks. The managerial policies of the Group for dealing with those risks aim at minimizing the negative impact that these may have in the financial position and performance of the Group. The financial risk management is carried out by the Management of the Finance Department of the Group under policies approved by the Board of Directors. The most significant risks encountered by the Group are the foreign exchange risk, the unpredictable interest rates fluctuations, the credit risk, the financial assets price risk, the property price risk and the liquidity risk.
The Group is exposed to limited foreign exchange risk as the total of its assets and liabilities is denominated in Euro. Regarding the limited transactions these are carried out mostly by the subsidiary company SONAK S.A. in foreign currency other than the operational (mostly in U.S. dollar), and these regard revenue from transactions with foreign houses on construction projects, advanced technology services on electronic systems and programs on defence weapon systems.
On 31/12/2009, if the U.S. dollar against the euro was depreciated / appreciated by 5 %, the annual net profit for the Group would be lower / higher by € 71 due to debit/credit foreign exchange differences recognized in the income statement. The Management of the Group monitors changes in foreign currency exchange rates against the euro and assesses the necessity to offset relative foreign exchange risk.
Interest rates fluctuation risk for the Group mainly comes from long and short-term borrowings. As of 31/12/2009 had disbursed a convertible bond loan amounting to € 60.100 (valued on 31.12.2009 at € 54.943), at fixed rate (conventional) amounting to 3,60% annually therefore there is no interest rate risk. The rest however long and short term bank borrowings of the Group are subject to volatile interest rates, which exposes the Group to cash flow interest rate risk. In the closing year, as a result of efforts to mitigate the effects of the global economic crisis, there has been a significant decline in bank lending rates, thus the financial cost of the Group has been reduced. The management, despite the downtrend in interest rates in 2009, monitors on a continuous basis fluctuations in interest rates and the financing needs of the Group and evaluates the appropriate period of loans and the relationship between fixed and adjusted rate. As of 31/12/2009, if the bank liabilities respective interest rates were 0,50% higher / lower and all other variables remained constant the Results after tax and Net Equity of the Group would appear decreased/increased by approximately € 1.641, mainly due to higher / lower interest costs of debt resulting from the liabilities with floating interest rate.
The Group retains significant amounts of cash deposited in banks for usually short duration (usually weekly) because of increased cash requirements arising from its significant investment program which was ongoing at the closing year and continues in the current one. In addition to the retained cash no other significant interest-bearing assets exist and therefore income and operating cash flows of the Group are substantially independent of changes in market interest rates.
Credit risk emerges from cash and cash equivalents, bank deposits, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions.
The main income sources of the Group from the activities of the Healthcare segment come from social security funds, individual customers and insurance firms. The Group has a significant concentration of its receivable claims, mainly due to the fact that most of these relate to receivables from social security funds and insurance companies. The credit risk arising receivables from social security funds and insurance companies is considered limited. Securitization of receivable claims from individual customers is ensured via the wide dispersion of the Group's customer base and sufficient collateral where appropriate.
The main income income sources of the Group from the activities of the IT, Technology and Special applications segment come from contractual construction agreements, regarding the design and development of integrated electronic systems and services related to high-tech defence systems primarily for the Greek government. The fact that the revenue of this segment is dependent on the partial completion of the projects does not ensure a smooth and predictable flow of revenue. Therefore the results of this segment may show significant annual fluctuations.
The main income income sources of the Group from the activities of the Financial Transactions segment mainly consist of private clients to whom trading services regarding shares traded in organized stock markets in Greece and abroad are provided. The credit risk arising from the respective receivable claims is limited because the transactions are cleared within a period of three days.
The strategic planning of the Group sets specific targeted investments. The Group is exposed to securities price risk because of investments in entities that are included in the consolidated statement of financial position as available for sale financial assets and financial assets at fair value through the statement of comprehensive income. The Group's management monitors the progress of the daily prices of those securities are traded on regulated markets (stock exchange) and take appropriate action as appropriate, aiming to ensure satisfactory performance under the horizon of each investment. The Management of the Group monitors on a daily basis the prices of those financial assets traded in organized markets (stock exchange) and takes every appropriate action always aiming to ensure satisfactory yields in relation to the time horizon of each investment.
As of 31/12/2009 available for sale financial assets included the investment in the share capital of the company IASO S.A. (5.315.532 shares of total value € 19.933) the shares of which are publicly traded in the Athens Stock Exchange. At that date if the closing price of the subject shares was 1 % higher/lower and all other variables remained constant, the Equity of the Group would appear increased/decreased by approximately € 199.
The Group is exposed to real estate price risk because of its significant investments in real estate property, which are included in the consolidated statement of financial position as tangible assets and investment property items. The relative exposition of the Group is significantly reduced by the fact that entire real estate property of the Group is comprised of assets housing the clinics and diagnostic centers operated by the Group and there is no sales plan in the immediate future. Also the respective risk arising from the Group's investment property portfolio, regardless it is a relatively small fracture of its real estate property, is essentially limited by the adopted strategy of the Management regarding such investments which has to do with investments of long term horizon in real estate and
realizing short-term financial benefits mainly through the lease of property to selected tenants.
Due to the dynamic and non stopping expansion of its activities nationwide and in foreign markets, the Group maintains flexibility in funding by maintaining availability of bank credit thus maintains low liquidity risk. In the closing year new bond loans were approved, amounting to € 24.000 while short terms borrowings were increased by € 6.717. The product of the aforementioned borrowings was used for the financing of existing bank loans and the investing activity of the Company. Also, the Group has signed factoring agreements aiming at supporting its working capital.
The Management monitors the rolling cash forecasts on the basis of expected Group cash flows. The following table demonstrates an analysis of financial liabilities in accordance with their contractual arrangement dates.
| 31/12/2009 | Up to 1 year |
From 1 up to 2 years |
From 2 up to 5 years |
Over 5 years |
|---|---|---|---|---|
| Loans | 115.417 | 46.965 | 245.341 | 29.804 |
| Suppliers and other liabilities | 146.918 | 0 | 0 | 0 |
| 31/12/2008 | Up to 1 year |
From 1 up to 2 years |
From 2 up to 5 years |
Over 5 years |
|---|---|---|---|---|
| Loans | 108.700 | 46.965 | 238.445 | 16.087 |
| Suppliers and other liabilities | 176.779 | 0 | 0 | 0 |
The most significant transactions that occurred in the closing year between the Company and the Group and related parties, as these are defined by the provisions of IAS 24, have as follows:
| (Amounts are expressed in thousands Euro, unless otherwise stated) | |
|---|---|
| THE GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| RELATED PARTS | Sales to related parties |
Sales Description |
Purchases from related parties |
Purchases Description |
Receivables to related parties |
Receivables Description |
Liabilities to related parties |
Liabilities Description |
| Amounts in thousand euro | ||||||||
| EUROGENETIKI S.A. | 32 | (8) | 240 | (2) | 0 | 59 | (2) | |
| MEDITRON S.A. | 0 | 652 | (19) | 0 | 368 | (19) | ||
| MEDITREND S.A. | 0 | 31 | (1) | 0 | 30 | (1) | ||
| EUROMEDICA COSMETIC PRIVATE POLYIATREIO S.A. | 17 | (8) | 0 | 40 | (4) | 9 | (11) | |
| CENTRAL MEDICAL SERVICES S.A. | 0 | 0 | 0 | 0 | ||||
| 0 | 577 | (13) | 13.465 | (12) | 0 | |||
| 0 | 0 | 3.619 | (13) | 0 | ||||
| AXON EMPORIKI S.A. | 0 | 0 | 33 | (3) | 0 | |||
| 0 | 0 | 199 | (4) | 0 | ||||
| 0 | 0 | 18 | (11) | 5 | (11) | |||
| ΑΧΟΝ DEVELOPMENT S.A. | 0 | 2.309 | (9) | 9.072 | (9) | 591 | (9) | |
| 0 | 0 | 0 | 547 | (16) | ||||
| AXON INTERNATIONAL S.A. | 0 | 0 | 0 | 98 | (3) | |||
| BYRON INC | 0 | 173 | (13) | 1.139 | (15) | 2.777 | (14) | |
| JENTHORPE INV LTD | 0 | 0 | 0 | 45 | (3) | |||
| SAGITTA INTERNATIONAL | 0 | 0 | 0 | 1 | (3) | |||
| ASTERION TECHNIKI S.A. | 0 | 0 | 0 | 3.014 | (17) | |||
| GENIKI KLINIKI GAVRILAKI S.A. | 23 | (2) | 0 | 0 | 52 | (2) | ||
| EUROMEDICA HEART S.A. | 2 | (18) | 0 | 32 | (11) | 1.099 | (11) | |
| EUROTHERAPY S.A. | 400 | (5) | 0 | 302 | (5) | 0 | ||
| EUROMEDICA S.A. REAL ESTATE | 0 | 0 | 0 | 0 | 1 | (18) | ||
| KERDOS PUBLISING S.A. | 1 | (8) | 133 | (10) | 0 | 44 | (10) | |
| 476 | 4.115 | 27.919 | 8.740 |
| THE COMPANY | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| RELATED PARTS | Sales to related parties |
Sales Description |
Purchases from related parties |
Purchases Description |
Receivables to related parties |
Receivables Description |
Liabilities to related parties |
Liabilities Description |
|
| Amounts in thousand euro | |||||||||
| EUROMEDICA S.A. | 387 | (18) | 0 | 0 | 408 | (18) | |||
| SONAK S.A. | 0 | 0 | 11 | (11) | 0 | ||||
| AXON EMPORIKI S.A. | 0 | 5 | (18) | 18 | (4) | 0 | |||
| AXON SECURITIES S.A. | 0 | 4 | (18) | 0 | 0 | ||||
| EUROMEDICA S.A. REAL ESTATE | 0 | 0 | 0 | 0 | |||||
| KERDOS PUBLISHING S.A. | 0 | 8 | (10) | 0 | 4 | (10) | |||
| ΑΧΟΝ INTERNATIONAL S.A. | 0 | 0 | 0 | 98 | (6) | ||||
| SAGITTA INTERNATIONAL | 0 | 0 | 0 | 1 | (6) | ||||
| EGKEFALOS PELOPONISOU S.A. | 0 | 0 | 14 | (11) | 0 | ||||
| 387 | 17 | 43 | 510 |
(10) Expenses and liabilities from the receipt of daily press publication services.
(18) Transactions from real estate lease.
(19) Expenses and liabilities from the receipt of medical equipment maintenance services.
At year end the Parent Company had the following significant sales transactions with subsidiary companies of the Group and its related Legal entities:
• Income from the subsidiary company EUROMEDICA S.A. of € 387 regarding rents from the lease of two buildings owned by the company a) at Rizareiou Street 3 in Halandri and b) at Mesogeion 2-4 in Athens, for the housing of diagnostic centers.
In the year from 1-1-2009 to 31.12.2009 no significant purchases were carried out by the Company from subsidiary companies of the Group and its related Legal entities.
As of 31/12/2009 the Parent Company had the following significant liabilities balances to its related Legal entities:
As of 31/12/2009 there are no significant receivable claims balances between the Company, subsidiary companies of the Group and its related Legal entities.
As of 31/12/2009 the subsidiary companies of the Group had the following receivables and liabilities balances to and from other subsidiaries and related Legal entities:
the clinic MHTERA CRETE located in Herakleion Crete by connecting two buildings and renovating nursing rooms. The total cost of the agreement reached € 3.250 and its duration has been set at 18 months, 12 μήνες for construction and 6 months for deliverance. The management of EUROMEDICA S.Α. is already examining the prospect of establishing an oncology unit with linear accelerator, as well as a department of pathological oncology in the new wing. (c) An amount of € 350 concerns an advance payment by the subsidiary EUROMEDICA S.A. to ΑΧΟΝ DEVELOPMENT S.Α. for the construction on a privately owned property of the first at located at St. Ioannis Renti Attica, of a multi-facility medical unit, based on an agreement dated 18/5/2008. The cost of the subject agreement reached € 775 while the project at year end had been completed. (d) An amount of € 520 concerns an advance payment for renovation projects of building facilities of EUROMEDICA S.A. and (e) an amount of € 102 concerns advance payment for the construction start up of the subsidiary's EUROMEDICA AROGI MEDICAL CENTER APOKATASTASI S.A. building facilities.
The Parent Company the Healthcare and Financial Transactions segments due to the nature of their business operations up to date did not make any research and development expenses in the closing year. The segment of IT, Advanced Technology and Special Applications carried out research and development expenses of € 239 (2008: € 402) regarding the development of advanced technology defense systems.
In the closing fiscal year no new branches were started up by the parent company. At year end the parent company operated the following branches:
| n/n | BRANCH ADDRESS | AREA OF ACTIVITY |
|---|---|---|
| 1 | Kifisias Av. 178, Chalandri | Administration offices |
| 2 | Lefkas 30, Ities Patra | Advanced technology products |
In the closing year, the subsidiaries of the Group started up new branches as follows: two (2) new branches of the subsidiary EUROMEDICA S.A. in Renti Municipality in Attica and the subsidiary AROGI S.A. in the municipality of Karditsa in the homonymous district respectively as well as three (3) new branches of the Group's subsidiary DIAGNOSTIC CENTER IKEDA Sh p.k. in the Albanian region, activated in rendering healthcare services.
As of 31/12/2009 four (4) subsidiaries of the Group maintained branches which are analyzed as follows:
| n/n | Branch | Area of activity |
|---|---|---|
| 1. | GENERAL CLINIC KYANOUS STAYROS | Relative to healthcare |
| 2. | GENERAL CLINIC THESSALONIKI | Relative to healthcare |
| 3. | GENERAL CLINIC ATHINAION | Relative to healthcare |
| 4. | CLINIC PANAGIA | Relative to healthcare |
| 5. | CENTRAL CLINIC THESSALONIKI | Relative to healthcare |
| 6. | OBSTETRIC CLINIC MITERA KRITIS | Relative to healthcare |
| 7. | GENERAL CLINIC ZOODOHOS PIGI | Relative to healthcare |
| 8. | OBSTETRIC CLINIC THEOMITOR | Relative to healthcare |
| 9. | DIAGNOSTIC CENTER AGIAS PARASKEYIS | Medical profession exercise |
| 10. | DIAGNOSTIC CENTER AMPELOKIPOI | Medical profession exercise |
| 11. | DIAGNOSTIC CENTER EGKEFALOU | Medical profession exercise |
| 12. | DIAGNOSTIC CENTER ELLINIKO | Medical profession exercise |
| 13. | DIAGNOSTIC CENTER KIFISIA | Medical profession exercise |
| 14. | DIAGNOSTIC CENTER PIRAEUS | Medical profession exercise |
| 15. | DIAGNOSTIC CENTER PERISTERI | Medical profession exercise |
| 16. | DIAGNOSTIC CENTER SYNTAGMA | Medical profession exercise |
| 17. | DIAGNOSTIC CENTER GALATSI | Medical profession exercise |
| 18. | DIAGNOSTIC CENTER RENTI | Medical profession exercise |
| 19. | DIAGNOSTIC CENTER POLIS | Medical profession exercise |
| 20. | DIAGNOSTIC CENTER PAGRITIA HYGEIA | Medical profession exercise |
| 21. | DIAGNOSTIC CENTER EGKEFALOU RETHIMNO | Medical profession exercise |
| n/n | Branch | Area of activity |
|---|---|---|
| 1. | EUROMEDICA-ORASIS P.FALIRO EUROMEDICA-ORASIS |
Medical profession exercise |
| 2. | PERISTERI EUROMEDICA-ORASIS |
Medical profession exercise |
| 3. | AMPELOKIPI | Medical profession exercise |
| n/ | Branch | Area of activity | |||
|---|---|---|---|---|---|
| 1. | AROGI THESSALIAS - KARDITSA | Medical profession exercise |
| n/n | Branch | Area of activity |
|---|---|---|
| 1. | ΙΚΕDA - SUKTH | Medical profession exercise |
| 2. | ΙΚΕDA - BARBU | Medical profession exercise |
| 3. | ΙΚΕDA - KUCOVA | Medical profession exercise |
| 4. | ΙΚΕDA - PRRENJAS | Medical profession exercise |
| 5. | ΙΚΕDA - BILISHTI | Medical profession exercise |
The Company and the Group at the end of the closing year were holding 191.854 and 2.302.173 treasury shares in respect, which represented 0,47 % and 5,68 % of the paid up share capital and had been acquired for total amounts of € 917 and € 12.866 respectively. The market value of treasury shares held by the Company and the Group at the end of the closing year rose to € 136 and € 1.635 respectively.
The present explanatory report of the Board of Directors contains information regarding the clauses of paragraphs 7, 8 of article 4 of Law 3556/2007.
The share capital of the Company amounts to € 24.712 and is divided in 40.511.610 shares of nominal value € 0,61 each. All shares are common registered, with voting right, publicly traded in the Athens Stock Exchange in the Medium and Small Capitalisation category.
The rights of the Company's shareholders emerging from its share are proportional to the percentage of capital corresponding to the deposited share value. Each share offers all rights provided by Law and by the Company's articles of association and more specifically:
• The dividend right from the annual or liquidation profits of the Company. These are calculated as at least equal to 35% of net profit after the deduction for the statutory reserve. This amount is distributed by the Company as first dividend, while the distribution of additional dividend is decided by the Shareholders General Assembly. Every shareholder recorded in the registry of Company shareholders is entitled to dividend, at the date when dividend beneficiaries are declared. The dividend is paid to the shareholder within 2 months from the date of the Regular Shareholders General Meeting approving the annual financial statements. The manner and place of dividend payment is announced through the Press. The right of claim is elapsed after 5 years starting from the end of the year that the Shareholders General Meeting approved the profit appropriation.
• The right of contributions withdrawal at liquidation or of the capital amortization corresponding to each share, if decided by the Shareholders General Meeting.
• The General Meeting of Company Shareholders maintains all its rights at liquidation, according to its articles of association.
The responsibility of Company shareholders is limited to the par value of the shares they possess.
Transfer of Company shares takes place as provided by Law and there are no limitations in their transfer according to its articles of association.
Pursuant to the provisions of articles 9 to 11, L. 3556/07, as of 31/12/2009, shareholders, individual persons or legal entities holding directly or indirectly a percentage larger than 5% of the total Company number of voting right are the following:
capital.
There are no company shares offering special controlling rights to their owners.
Such restrictions are not included in the Company's articles of association.
The Company has no knowledge regarding the existence of agreements between its shareholders, resulting in limitations in share transfer or voting right arising from its shares.
The Company's articles of association regarding the appointment and replacement of Board of Directors Members as well as its amendment, on the basis of the provisions of C.L. 2190/20, provide for the following:
a) The Board of Directors, after its election following its General Meeting, elects at its first meeting, its Chairman. The Board can also elect a Vice President and the Managing Director and Appointed Director.
b) In case of absence or unavailability of the Chairman, he/she is replaced by the Vice President and upon his/her absence or unavailability, by another member of the Board, appointed by it.
c) In case and for any reason a member of the Board's Chairmanship leaves, the Board, provided its remaining members are at least three (3), elects his/her replacement in its next meeting.
d) The Chairman, Vice President and Managing Director or Appointed Director, are always eligible for reelection.
e) If by reason of death, resignation or for any other reason, a Director' s position is left open the remaining members provided at least three (3), shall elect a temporary replacement, whose office expires, at the respective date the replaced Director's office ended. This appointment, is submitted for approval at the next General Meeting of company shareholders.
f) The acts of the temporary replacement are valid even if the General Meeting does not ratify his/her election and proceeds to elect another Director.
According to article 5 par. 3 of the company's articles of association:
i) In the first 5 years after the establishment of the company, the Board of Directors by decision taken by majority of at least 2/3 of its total members, has the right to: (a) increase the share capital partially or in full by issuing new shares and (b), to issue a bond loan convertible to shares according to article 3a of C.L. 2190/1920. The amount of the increase cannot exceed the amount of the paid up share capital. The aforementioned authorities can be delegated to it also by decision of the General Meeting. In this case, the share capital can be increased by an amount up to paid up share capital at the date the authorities were granted to the Board. The subject authorities of the Board can be renewed by the General Meeting for a period not exceeding five (5) years for each renewal.
ii) The bond issue with single or exchangeable bonds can be decided either: a) by decision of the General Meeting taken with a quorum and the majority provided in Article 35 of the company's articles association and b) by decision of the company's Board of Directors taken by majority of at least 2/3 of its total members and by majority 2/3 of attending directors.
Share capital increases decided in accordance with the preceding sentence of paragraph 3, don not constitute modification of the company's articles of association.
In exception of the case (I) of subparagraph a, paragraph 3, Article 5, of the company's association articles a decision of the General Meeting is always required, in accordance with the quorum and majority voting provisions of Article 35 of the association articles, when reserves exceed one quarter (1/4) of the paid up share capital.
In accordance with the provisions of paragraphs 1 to 9 of Article 16 of the C.L. 2190/20, companies whose shares are listed in the Athens Stock Exchange can by decision of their General Assemblies of shareholders, acquire treasury shares through the Stock Exchange, the par value of which cannot exceed one tenth (1/10) of the paid up company share capital according also to the specific terms and procedures of the above mentioned paragraphs of article 16 of C.L. 2190/20. There is no contradicting provision in the company's articles of association.
I) Important agreements activated, modified or expired in case of change in the control of the company following a Public Offer and respective agreement results No such agreements exist.
There are no agreements between the Company and members of the Board of Directors or Company personnel providing for compensation in case of resignation or dismissal without valid reason or termination of office or employment following a Public Offer.
Athens, 29 March 2010
Apostolos D. Terzopoulos Panagiotis Ν. Doumanoglou Paraskevi Paka
Chairman of the Board Managing Director Member of the board
We have audited the accompanying separate and consolidated financial statements of «AXON HOLDING S.A.» (the «Company») and its subsidiaries (the «Group»), which comprise the separate and consolidated statement of financial position as at December 31, 2009, the separate and consolidated statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these separate and consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal controls as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards of Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements, in order to design audit procedures that are appropriate to the circumstances, however not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as at December 31, 2009, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Without qualifying our opinion, we draw attention to Note 42.1 in the Notes to the financial statements, referring to a legal action of a subsidiary in order to resolve tax disputes amounting to € 11,46 million and a subsidiary's arbitration, claiming the amount of € 41,30 million, for non-compliance of contractual obligations by the Greek government. The outcome of these cases cannot be predicted at this stage and therefore no provision in relation to these issues can be formed. Moreover, it is stated that the Greek government appealed to the Arbitration Court, with an appeal against this subsidiary, which calls for an amount of € 593,94 million, of which € 500,00 million for compensation for moral damage. The legal department of the subsidiary considers that such action is manifestly unfounded and unproven, and therefore there is a high probability that it will be rejected entirely, so no provision has been formed, in the financial statements, in relation to this matter.
We confirm that the information given in the Director's Report is consistent with the accompanying separate and consolidated financial statements and complete in the context of the requirements of articles 43a, 107 and 37 of Codified Law 2190/1290.
Athens, March 30, 2010 The Certified and Registered Auditor
BDO Certified and Registered Auditors AE
Patission 81 and Heyden Street, 104 34, Athens Vrasidas Sp. Damilakos
S.O.E.L. Registration Number 111 S.O.E.L. Registration Number 22791
| GR OU P |
CO MP AN Y |
||||
|---|---|---|---|---|---|
| No te |
1/1 -31 /12 /20 09 |
1/1 -31 /12 /20 08 |
1/1 -31 /12 /20 09 |
1/1 -31 /12 /20 08 |
|
| ST AT EM EN T O F C OM PR EH EN SIV E I NC OM E |
|||||
| Sa les re ve nu e |
7 | 26 3.8 69 |
25 1.3 47 |
2.6 89 |
6.9 53 |
| Le : C of les ost ss sa |
8 | ( 20 6.4 19 ) |
( 20 0.8 02 ) |
( 2.1 47 ) |
( 6.2 45 ) |
| Gr rof it os s p |
57 .45 0 |
50 .54 5 |
54 3 |
70 8 |
|
| Ot he rat ing in r o pe co me |
9 | 5.3 48 |
5.3 93 |
39 1 |
1.0 92 |
| 62 .79 8 |
55 .93 8 |
93 4 |
1.8 00 |
||
| 0 | 0 | ||||
| Ad mi nis tra tive ex pe nse s |
10 | ( 8) 29 .02 |
( 3) 27 .47 |
( ) 1.2 88 |
( 4) 86 |
| Re h a nd de lop nt se arc ve me ex pe nse s |
11 | ( 23 9) |
( 40 2) |
0 | 0 |
| Dis trib utio n e xp en se s |
12 | ( 8.5 08 ) |
( 3.2 07 ) |
0 | 0 |
| Ot he rat ing r o pe ex pe nse s |
13 | ( 8.2 82 ) |
( 3.3 88 ) |
( 11 1) |
( 33 ) |
| Re lts fro tin ctiv itie su m op era g a s |
16 .74 1 |
21 .46 8 |
( 46 6) |
90 3 |
|
| Fin ts an ce cos |
14 | ( 19 .06 6) |
( 22 .50 5) |
( 1.9 36 ) |
( 2.8 28 ) |
| e f Inc nti ing tio om rom co nu op era ns |
( ) 2.3 26 |
( ) 1.0 37 |
( ) 2.4 02 |
( ) 1.9 25 |
|
| Pro fit ( Lo ss) fro inv est nts m me |
15 | 1.3 95 |
( 14 .73 6) |
19 .49 5 |
1.0 77 |
| Pro fit be for e i ta nco me x |
( 93 1) |
( 15 .77 3) |
17 .09 3 |
( 84 8) |
|
| Inc e T om ax |
16 | ( 5.6 27 ) |
3.0 49 |
( 2.3 09 ) |
1.3 48 |
| Re lts af ter ta su xe s |
( 6.5 58 ) |
( 12 .72 4) |
14 .78 5 |
50 0 |
|
| At tri bu tab le to: |
|||||
| - O of e C th wn ers om pa ny |
60 2 |
( ) 9.7 12 |
14 .78 5 |
50 0 |
|
| - N olli inte ntr t on -co ng res |
( 7.1 60 ) |
( 3.0 12 ) |
0 | 0 | |
| Ot he he ive in af ter ta r c om pre ns co me x: |
|||||
| Va lua tio f a ilab le f le f ina ial ets at fa ir v alu n o va or sa nc ass e |
14 .55 6 |
( 14 .55 6) |
58 | ( 58 ) |
|
| f p fai Re lua tio ert lan t a nd uip nt at alu va n o rop y, p eq me r v e |
50 .67 5 |
0 | 0 | 0 | |
| Inc he he ive in e t ot om ax on r c om pre nc co me |
( 12 .93 2) |
6.5 59 |
( 14 ) |
14 | |
| To tal he he ive in af ot ter ta r c om pre ns co me x |
52 .29 9 |
( 7.9 98 ) |
43 | ( 43 ) |
|
| To tal reh siv e i fte r ta co mp en nc om e a x |
45 .74 2 |
( 20 .72 2) |
0 | 0 | |
| At tri bu tab le to: |
|||||
| - O of th e C wn ers om pa ny |
24 .30 2 |
( 14 .71 0) |
14 .82 8 |
45 7 |
|
| - N ntr olli inte t on -co ng res |
21 .44 0 |
( 6.0 12 ) |
0 | 0 | |
| Ea rni sh ( € p sh ) ng s p er are er are |
|||||
| B ic as |
17 | 0, 01 58 |
( 0, 25 39 ) |
0, 36 67 |
0, 01 24 |
(Amounts are expressed in thousands Euro, unless otherwise stated)
| STATEMENT OF FINANCIAL POSITION | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| ASSETS | Note | 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 |
| Non current assets | |||||
| Tangible assets | 18 | 461.416 | 370.252 | 4.165 | 4.588 |
| Intangible assets | 19 | 6.145 | 6.198 | 30 | 900 |
| Goodwill | 20 | 132.458 | 130.440 | 0 | 521 |
| Participations in subsidiaries | 21 | 0 | 0 | 106.466 | 106.405 |
| Participations in associates | 22 | 7.777 | 6.423 | 0 | 0 |
| Available for sale financial assets | 23 | 33.337 | 47.747 | 5.548 | 8.516 |
| Investment property | 24 | 51.579 | 30.628 | 54.675 | 34.871 |
| Long term receivables | 25 | 17.117 | 16.614 | 0 | 6 |
| Deferred income tax assets | 16 | 2.633 | 1.925 | 0 | 0 |
| Total Fixed Assets | 712.463 | 610.228 | 170.884 | 155.807 | |
| Current assets | |||||
| Inventories | 27 | 26.325 | 27.064 | 0 | 1.162 |
| Trade and other receivables | 28 | 214.319 | 193.546 | 708 | 1.885 |
| Financial assets at fair value through profit or loss | 29 | 9 | 9 | 0 | 0 |
| Cash and cash equivalents | 30 | 32.952 | 38.386 | 51 | 152 |
| Total currents assets | 273.605 | 259.006 | 758 | 3.198 | |
| TOTAL ASSETS | 986.067 | 869.233 | 171.642 | 159.005 | |
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Share capital | 31 | 24.712 | 24.712 | 24.712 | 24.712 |
| Share premium | 31 | 33.373 | 33.373 | 33.373 | 33.373 |
| Reserves | 32 | 29.527 | 4.047 | 4.992 | 4.690 |
| Retained earnings / (losses) | 0 | 59.357 | 51.857 | 37.326 | |
| Treasury shares | 33 | (12.866) | (12.866) | (917) | (917) |
| Total equity attributable to equity holders of the Company | 74.746 | 108.623 | 114.017 | 99.184 | |
| Non-controlling interest | 140.424 | 116.729 | 0 | 0 | |
| Total equity | 215.170 | 225.352 | 114.017 | 99.184 | |
| LIABILITIES | |||||
| Long-term liabilities | |||||
| Loans and borrowings | 35 | 322.110 | 301.497 | 35.556 | 35.969 |
| Provision for staff retirement indemnities | 36 | 6.912 | 6.484 | 131 | 125 |
| Other provisions | 37 | 3.772 | 4.247 | 424 | 860 |
| Deferred income tax liabilities | 16 | 39.464 | 27.851 | 9.173 | 6.972 |
| Deferred income attributable to approved government grants | 38 | 2.654 | 2.794 | 0 | 0 |
| Other long-term liabilities | 39 | 60.710 | 42.725 | 0 | 0 |
| Total long-term liabilities | 435.622 | 385.599 | 45.284 | 43.926 | |
| Short-term liabilities | |||||
| Trade payables & other liabilities | 40 | 146.918 | 135.217 | 2.134 | 4.826 |
| Loans and borrowings | 35 | 115.417 | 108.700 | 9.786 | 10.595 |
| Short term Income tax payables | 12.895 | 14.366 | 421 | 474 | |
| Total short-term liabilities | 275.231 | 258.283 | 12.341 | 15.895 | |
| Total liabilities | 710.852 | 643.881 | 57.625 | 59.821 | |
| TOTAL EQUITY AND LIABILITIES | 986.067 | 869.233 | 171.642 | 159.005 |
| Sh are Ca ital p |
Sh are miu pre m |
Diff ere nce s fro m alu atio rev n of t/tio & par ns urit ies sec |
Sta tuto ry Re ser ve |
Me rge r res erv e |
Tax res erv es |
Co rtib le nve bon d lo an res erv e |
Re val uat ion of inv est nts me at f air val ue res erv e |
Re val uat ion of r eal est ate ty a t pro per fair lue va res erv e |
Re tain ed nin / ear gs ( los ) ses |
Tre asu ry Sh are s |
No n Co olli ntr ng Int sts ere |
To tal |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ad jus ted ba lan at 1st Ja 200 8 in ce as nua ry ord ith IFR S acc anc e w |
24 .71 2 |
11 7.2 03 |
14 6 |
1.8 33 |
( 56 .37 8) |
7.2 53 |
2.2 75 |
0 | 19 .30 0 |
20 .73 2 |
( 12 .72 3) |
134 .23 4 |
25 8.5 88 |
| Aju ste d to tal hen siv e in e fo r th erio d 1 /1- com pre com e p 31/ 12/ 200 8 a fter tax |
0 | 0 | 0 | 0 | 0 | 0 | 0 | ( ) 7.1 63 |
2.1 65 |
( ) 9.7 13 |
0 | ( ) 6.0 11 |
( 2) 20 .72 |
| Div ide nds id pa |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ( ) 4.3 45 |
( ) 4.3 45 |
| Re du e to dis trib utio ser ves n |
0 | 0 | 0 | 170 | 0 | 3.3 56 |
0 | 0 | 0 | ( 3.5 26 ) |
0 | 0 | 0 |
| Sh of ital inc wit h c ital iza tion sha are ca p rea se ap re miu pre m |
51 .89 1 |
( 51 .89 1) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Re duc tion of sha ital offs et l fro to re c ap oss es m vio pre us yea rs |
( 47 .83 9) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 47 .83 9 |
0 | 0 | 0 |
| Re duc tion of sha ital wi th r etu f ca sh to re c ap rn o inv est ors |
( 4.0 51 ) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ( 4.0 51 ) |
| Sh ital inc are ca p ras e e xpe nce s |
0 | ( 56 8) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ( 56 8) |
| Mo ent in trea har vem sur y s es |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ( 143 ) |
0 | ( 14 3) |
| Set of tlem ent res erv es |
0 | ( 31 .37 1) |
31 .37 1 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Ch f pa rtic ipa tion in e xis ting nta ang e o pe rce ge sub sid iary ani and lida tion of co mp es co nso new |
0 | 0 | ( 9) |
( 32 6) |
( 2.1 48 ) |
1.6 91 |
( 142 ) |
( 106 ) |
75 8 |
4.0 25 |
0 | ( 7.1 49 ) |
( 3.4 06 ) |
| Ad jus ted ba lan at 3 1st De ber 20 08 in ce as cem ord ith IFR S acc anc e w |
24 .71 2 |
33 .37 3 |
13 7 |
1.6 77 |
( 27 .15 5) |
12 .30 0 |
2.1 32 |
( 7.2 68 ) |
22 .22 3 |
59 .35 7 |
( 12 .86 6) |
11 6.7 29 |
22 5.3 52 |
| 0 | |||||||||||||
| Ad jus ted ba lan at 1st Ja 200 9 in ce as nua ry ord ith IFR S acc anc e w |
24 .71 2 |
33 .37 3 |
13 7 |
1.6 77 |
( 5) 27 .15 |
12 .30 0 |
2.1 32 |
( ) 7.2 68 |
22 .22 3 |
59 .35 7 |
( 6) 12 .86 |
11 6.7 29 |
22 5.3 52 |
| e fo /1- Aju ste d to tal hen siv e in r th erio d 1 com pre com e p 31/ 12/ 200 9 a fter tax |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 7.2 68 |
16 .43 1 |
60 2 |
0 | 21 .44 0 |
45 .74 2 |
| Div ide nds id pa |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ( 3.1 53 ) |
( 3.1 53 ) |
| Re du dis trib utio e to ser ves n |
0 | 0 | 0 | 0 | 0 | 1.6 09 |
0 | 0 | 0 | ( ) 1.6 09 |
0 | 0 | 0 |
| sifi of Re cla cat ion res erv es |
0 | 0 | 0 | 21 4 |
0 | ( 44 8) |
40 5 |
0 | 0 | ( 17 1) |
0 | 0 | 0 |
| Ch f pa rtic ipa tion nta in e xis ting ang e o pe rce ge sub sid iary ani and lida tion of co mp es co nso new |
0 | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 1.8 64 |
0 | 5.4 09 |
7.2 75 |
| Ad jus ted ba lan at 3 1th De ber 20 09 in ce as cem ord ith IFR S acc anc e w |
24 .71 2 |
33 .37 3 |
13 8 |
1.8 91 |
( 27 .15 5) |
13 .46 1 |
2.5 38 |
0 | 38 .65 5 |
60 .04 5 |
( 12 .86 6) |
14 0.4 24 |
27 5.2 15 |
| Sh Ca ital are p |
Sh are pre miu m |
Sta tuto ry Re ser ve |
Me r res rge erv e |
Tax re ser ves |
Re val uat ion of inv est nts at me fair lue va res erv e |
Re tain ed nin / ear gs ( los ) ses |
Tre asu ry Sh are s |
To tal |
|
|---|---|---|---|---|---|---|---|---|---|
| Ad jus ted ba lan at 1st Ja 200 8 in ce as nua ry ord ith IFR S acc anc e w |
24 .71 2 |
11 7.2 03 |
1.4 20 |
( 30 .85 0) |
2.7 93 |
0 | ( 11 .01 4) |
( 86 3) |
10 3.4 02 |
| e fo Aju ste d to tal hen siv e in r th erio d com pre com e p 1/1 -31 /12 /20 08 afte r ta x |
0 | 0 | 0 | 0 | 0 | ( 43 ) |
50 0 |
0 | 45 7 |
| Sh ital inc wit h c ital iza tion of sha are ca p rea se ap re miu pre m |
51 .89 1 |
( 51 .89 1) |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Re duc tion of sha ital to offs et l fro re c ap oss es m vio pre us yea rs |
( 9) 47 .83 |
0 | 0 | 0 | 0 | 0 | 47 .83 9 |
0 | 0 |
| Re duc tion of sha ital wi th r f ca sh etu to re c ap rn o inv est ors |
( 4.0 51 ) |
0 | 0 | 0 | 0 | 0 | 0 | ( 4.0 51 ) |
|
| Sh ital inc are ca p ras e e xpe nce s |
0 | ( 56 8) |
0 | 0 | 0 | 0 | 0 | 0 | ( 56 8) |
| Set tlem ent of res erv es |
0 | ( 31 .37 1) |
0 | 31 .37 1 |
0 | 0 | 0 | 0 | 0 |
| Mo ent in trea har vem sur y s es |
0 | 0 | 0 | 0 | 0 | 0 | 0 | ( 54 ) |
( 54 ) |
| Ad jus ted ba lan at 3 1st De ber 20 08 in ce as cem S ord ith IFR acc anc e w |
24 .71 2 |
33 .37 3 |
1.4 20 |
52 1 |
2.7 93 |
( 43 ) |
37 .32 6 |
( 91 7) |
99 .18 4 |
| 1st 200 9 in Ad jus ted ba lan at Ja ce as nua ry ord ith IFR S acc anc e w |
24 .71 2 |
33 .37 3 |
1.4 20 |
52 1 |
2.7 93 |
( 43 ) |
37 .32 6 |
( 91 7) |
99 .18 4 |
| Aju d to tal hen siv e in e fo r th erio d ste com pre com e p 1/1 /12 /20 afte -31 09 r ta x |
0 | 0 | 0 | 0 | 0 | 43 | 14 .78 5 |
0 | 14 .82 8 |
| Set tlem ent of res erv es |
0 | 0 | 0 | 0 | 0 | 0 | 5 | 0 | 5 |
| Re du e to dis trib utio ser ves n |
0 | 0 | 0 | 0 | 25 9 |
0 | ( 25 9) |
0 | 0 |
| Ad jus ted ba lan at 3 0th De ber 20 09 in ce as cem S ord ith IFR acc anc e w |
24 .71 2 |
33 .37 3 |
1.4 20 |
52 1 |
3.0 51 |
0 | 51 .85 7 |
( 91 7) |
114 .01 7 |
| (Amounts are expressed in thousands Euro, unless otherwise stated) | ||
|---|---|---|
| GROUP | COMPANY | |||
|---|---|---|---|---|
| CASH FLOW STATEMENT | 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
| Cash flows from operating activities: | ||||
| Profit before tax | (931) | (15.773) | 17.093 | (848) |
| Plus (less) adjustments for: | ||||
| Depreciation and amortization | 20.339 | 17.971 | 1.293 | 2.353 |
| Provisions | 6.949 | 1.160 | 6 | (354) |
| Loss (gain) from disposal of fixed assets | (106) | 107 | 0 | (267) |
| Loss / (gain) from valuation of investment property | 3.641 | 16.282 | 0 | (578) |
| Amortization of government grants | (131) | (216) | 0 | 0 |
| Imperment of available for sale financial assets | 16.683 | 0 | 0 | 0 |
| Loss / (gain) from valuation of owner occupied property | 6.321 | 0 | 0 | 0 |
| Loss / (gain) from valuation of investment property | (21.190) | 0 | (19.936) | 510 |
| Goodwill imperment | 521 | 0 | 521 | 0 |
| Income from investments | (1.269) | (1.711) | 0 | (1.009) |
| Loss / (gain) on participations in associates | (82) | 148 | 0 | 0 |
| Debit interest and other related expenses | 19.066 | 22.505 | 1.936 | 2.828 |
| 49.812 | 40.472 | 913 | 2.636 | |
| Plus / (less) adjustments for changes in working capital or concerning operating activities: |
||||
| (Increase) / decrease in inventories | 760 | 1.792 | 1.162 | (44) |
| Decrease / (increase) in receivables | (27.764) | (1.199) | 1.189 | 1.481 |
| (Increase) / decrease in long term receivables | (446) | (6.596) | 146 | (0) |
| Decrease / (increase) in payables (less loans) | 41.213 | (28.740) | (3.193) | (10.611) |
| (Less): | 0 | 0 | 0 | 0 |
| Interest and other related expenses paid | (18.036) | (21.953) | (1.936) | (2.851) |
| Income taxes paid | (8.034) | (13.847) | (38) | (2.569) |
| Net cash from operating activities (a) | 37.505 | (30.070) | (1.756) | (11.958) |
| Cash flows from investing activities: | ||||
| Acquisitions of subsidiaries, affiliates, joint ventures and other investments* | (20.859) | (65.631) | (120) | (11.273) |
| Purchase of treasury shares | 0 | (143) | 0 | (568) |
| Purchase of tangible & intangible assets | (67.327) | (54.548) | (0) | (348) |
| Proceeds from sale of tangible and intangible assets | 46 | 1.745 | 0 | 14.403 |
| Proceeds from sale of investments and financial assets | 18.501 | 26.237 | 3.027 | 4.378 |
| Proceeds from financial assets | 4 | 5 | 0 | 0 |
| Interest received | 704 | 1.080 | 0 | 23 |
| Proceeds from government grants | (9) | 46 | 0 | 0 |
| Dividends received | 1.269 | 1.808 | 0 | 1.009 |
| Net cash from investing activities (b) | (67.671) | (89.400) | 2.907 | 7.624 |
| Cash flows from financing activities | ||||
| Proceeds from / Repayment of borrowings | 27.395 | 129.084 | (1.223) | 8.635 |
| Repayment of finance lease liabilities | 1.366 | 5.897 | 0 | 0 |
| Dividends paid | (2.972) | (7.256) | (30) | (4.512) |
| Board of Directors' fees | (1.058) | (711) | 0 | 0 |
| Net cash generated from financing activities (c) | 24.732 | 127.015 | (1.253) | 4.123 |
| Net increase / (decrease) in cash & cash equivalents (a)+(b)+(c) | (5.434) | 7.544 | (101) | (212) |
| Cash & cash equivalents at beginning of period | 38.386 | 30.842 | 152 | 363 |
| Cash & cash equivalents at end of the period | 32.952 | 38.386 | 51 | 152 |
| Board of Directors: | Terzopoulos Apostolos (Chairman) Doumanoglou Panagiotis (Managing Director) Nanopoulos Dimitrios (non-executive Member) Nikolaidis Petros (non-executive Member) Paka Paraskevi(non-executive Member) |
|---|---|
| Registered office: | 2, Ermou Street 105 63 Athens Greece |
| S.A. Reg. Number: | 16226/06/Β/87/17 |
| Auditing Firm: | BDO Certified Registered Auditors A.E. 81 Patission Street & Heyden 8-10 104 34 Athens Greece |
The Group of Companies AXON HOLDINGS S.A. is primarily operating in the following sectors: (a)of establishing, organizing and operating clinics and scientific centers, equipped with advanced technology equipment and also in rendering medical services (b) production and trade of information systems of defense technology, (c) supply of services of stock exchange transactions, and (d) management and development of buildings, real estate and construction works.
The registered office of the Parent Company of AXON HOLDINGS S.A. Group (the Company or the Parent Company), is at 2, Ermou street in Athens.
The shares of the Parent Company are publicly traded in the Medium and Small Capitalization Category of the Athens Stock Exchange.
The attached annual corporate and consolidated financial statements for the year ended 31/12/2009 (1/1-31/12/2009) have been prepared in accordance with the historical cost principle, with the exception of specific categories of tangible assets (buildings and land) and certain investments in shares and property that were valuated at fair value. Also, the aforementioned financial statements have been prepared on the basis of the going concern principle.
The attached financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board and have been adopted by the European Union as well as the Notes - Interpretations published by the Standards Interpretations Committee and were effective on 31st December 2009.
All figures in the interim financial statements are expressed in thousands of euro. It is noted that minor deviations are due to rounding up of figures.
The Company, the subsidiaries and its associate companies prepare their accounting books according to the Greek Commercial Law (C.L. 2190/1920) and the current tax legislation. By 1st of January 2005, companies included in consolidated financial statements are required, according to the terms of the current legislation, to prepare their statutory financial statements according to the IFRS that have been adopted by the European Union. Consequently, the aforementioned annual financial statements are based on the financial statements that are prepared by the companies according to the current tax legislation, on which all the proper non-accounting entries/adjustments have been made so as to reconcile them with the IFRS
The preparation of the financial statements according to the IFRS requires the Management of the Company to make estimates and assumptions, that influence the reported amounts on the statement of financial position and the comprehensive income statement, as well as the disclosure of contingent claims and liabilities at the reporting date. These estimates and assumptions are based on experience and other factors and data which are considered reasonable and revised in regular time intervals. The effect of the revisions of the adopted
estimates and assumptions is recognized in the year that they are realised or even in the next, if the revision influences not only the present but also the next years. The segments that require higher degree of judgment as well as the segments where the assumptions and the estimates are significant to the financial statements are analyzed in paragraph "Important accounting estimates, assumptions and judgements of the Management" in note 6.
The annual consolidated financial statements of the year ended 31st December 2009 (1/1-31/12/2009) have been approved for publication by the Board of Directors on 29 March 2010.
The International Accounting Standards Board along with the Standards Interpretations Committee have issued a number of new financial reporting standards and interpretations, as well as amendments of existing standards, whose adoption is mandatory for the accounting periods beginning on or after 1stJanuary 2009 (unless mentioned otherwise bellow). The assessment of the Company's Management regarding the adoption effect of these new standards and interpretations is stated bellow:
IFRS 8 requires the provided segment information to be presented on the same basis as that used for internal reporting purposes. The information disclosed is the information that management uses in assessing the efficiency of each segment as well as the way financial and other resources are allocated to each segment. Management does not anticipate that the application of this standard will result in any material change in the manner that the segments are reported under IAS 14 "Segment Reporting". The attached financial statements have been prepared in accordance with the revised disclosure requirements.
In the amended edition of I.A.S. 23 the option of immediately expensing the borrowing costs has been removed. On the contrary, it requires an entity to capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial period of time to get ready for use or Sale, as defined in IAS 23) as part of the cost of that asset. The Company and the Group has implemented the aforementioned amendment starting from 1st July 2008. Additional information is offered in Note 18.
The amended IAS 1 requires the statement of changes in equity to comprise only transactions with the shareholders. As a result, a new statement of comprehensive income is introduced and the dividends to the shareholders will appear only in the statement of changes in equity or in the notes to the financial statements. The Group has chosen to present a Statement of Comprehensive Income. The Condensed Financial Statements have been implemented according to the relevant adjusted notifications.
The amendment clarifies two issues: The Definition of "vesting condition", introducing the term "non vesting condition" for conditions other than service conditions and performance conditions. It also clarifies that the Same accounting treatment applies to awards that are effectively cancelled by either the entity or the counterparty. The subject amendment is not applicable for the Group and the Company.
The amendment to IAS 32 requires certain puttable financial instruments and obligations arising on liquidation to be classified as equity if certain criteria are met. The amendment to IAS 1 requires disclosure of certain information relating to puttable instruments classified as equity. The amendment of the standard is not applicable to the Company and the Group.
The amendment to IFRS 1 allows an entity to determine the initial cost of investments in subsidiaries, jointly controlled entities or associates in its opening IFRS financial statements using a deemed cost, of either fair value or carrying amount under previous accounting practice. The amendment to IAS 27 requires all dividends from a subsidiary, jointly controlled entity or associate to be recognised in the income statement in the separate financial statement. The revision to IAS 27 will have to be applied prospectively. The aforementioned amendments are not applicable as the first time adoption date of the IFRS of the Group and the Company is the 1/1/2004.
The amended standard requires the effects of all transactions with non-controlling interests to be disclosured in equity if there is no change in control and these transactions will no longer result in goodwill or gains and loss. The standard also specifies the accounting when control is lost. The standard also specifies the accounting procedures when control is lost. Any remaining interest in the entity is re-valued at fair value, and a gain or loss is recognized in profit or loss. The Group and the Company have optionally implemented the amended IAS 27 from January 1st, 2009.
The most significant amendments of the revised IFRS 3 and IAS 27 are: a) the more extensive use of fair value through profit or loss; b) the recalculation of the participating interest when the control over an entity's operations is regained or lost; c) the direct recognition in equity of the effect of all the changes in the participating interest in controlled and not controlled entities, that do not lead to a loss of control; and d) the rendering of weight to the price that has been paid to the seller rather than the expenses that the buyer has incurred when gaining control over an entity, resulting in the costs that are associated with the acquisition and the changes to the initial price not be included in the combination cost but be often included in the income statement. The Group and the Company have optionally implemented the amended IFRS 3 & IAS 27 from January 1st, 2009.
The amendment of the IFRS 5 clarifies that all of a subsidiary's assets and liabilities are classified as held for sale if a partial sale plan results in loss of control. Relevant disclosure should be made for the subject subsidiary if the definition of a discontinued operation is met. A consequential amendment to IFRS 1 states that these amendments are applied prospectively from the first time adoption date of the IFRS. The amended IFRS 5 is not applicable for the Company and the Group.
An investment in an associate company is treated as a single asset for the purposes of impairment testing. Any impairment loss is not allocated to specific assets included within the investment, for example, goodwill. Reversals of impairment are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the associate increases. The attached financial statements have been prepared in accordance with the revised
disclosure requirements.
This amendment clarifies that when discounted cash flows are used to estimate 'fair value less costs to sell', the same disclosure is required as when discounted cash flows are used to estimate 'value in use'. The attached financial statements have been prepared in accordance with the revised disclosure requirements.
This amendment clarifies that a prepayment may only be recognised in the event that payment has been made in advance to obtaining right of access to goods or receipt of services. This practically means that when the entity has the right to access the goods or has received the services, then the payment will be recognized in profit or loss. The Group and the Company will implement the amended IAS 38 starting from 1st January 2009.
The changes in the amended IAS 19 are:
(a) Amendments to benefits plans that result in a reduction in benefits related to future services are accounted for as a curtailment, while an amendment that changes benefits attributable to past service gives rise to a negative past service cost if it results in a reduction in the present value of the defined benefit obligation.
(b) The definition of return on plan assets has been amended to state that plan administration costs are deducted in the calculation of return on plan assets only to the extent that such costs have been excluded from measurement of the defined benefit obligation.
(c) The distinction between short term and long term employee benefits will be based on whether benefits are due to be settled within or after 12 months of employee service being rendered.
(d) IAS 37, Provisions, contingent liabilities and contingent assets, requires contingent liabilities to be disclosed, not recognised. IAS 19 has been amended to be consistent.
The amendment of this standard is not applicable to the Company and the Group.
The changes in the amended IAS 39 are:
(a) The amendment clarifies that a derivative may be either removed from, or included in the fair value through profit or loss category where it commences or ceases to qualify as a cash flow or net investment hedging instrument. (b) The definition of financial asset or financial liability at fair value through profit or loss as it relates to assets held for trading is also amended. This clarifies that a financial asset or liability that is part of a portfolio of financial instruments managed together with evidence of an actual recent pattern of short-term profit taking is included in such a portfolio on initial recognition. (c) The current guidance on designating and documenting hedges states that a hedging instrument needs to involve a party external to the reporting entity and cites a segment as an example of a reporting entity.
This means that in order for hedge accounting to be applied at segment level, the requirements for hedge accounting are currently required to be met by the applicable segment. The amendment removes this requirement so that IAS 39 is consistent with IFRS 8, Operating segments, which requires disclosure for segments be based on information reported to the chief operating decision maker of the entity. (d) When re-measuring the carrying amount of a debt instrument upon cessation of fair value hedge accounting, the amendment clarifies that a revised effective interest rate (calculated at the date fair value hedge accounting ceases) be used. The amended IAS 39 is not applicable for the Group and the Company.
The amendment clarifies that assets and liabilities classified as held for trading in accordance with IAS 39 Financial Instruments: Recognition and Measurement are examples of current assets and liabilities respectively and are not automatically classified such in the balance sheet. The amended IAS 1 is not applicable for the Group and the Company.
The amendment of the IAS 16 provides for entities whose ordinary activities comprise renting and subsequently selling assets, to disclose proceeds from the sale of those assets as revenue and should transfer the carrying amount of the asset to inventories when the asset becomes available for sale. IAS 7 Statement of cash flows is also revised, to require cash flows arising from manufacturing, leasing or acquiring such items be classified as cash flows from operating activities. The amended IAS 16 and IAS 7 are not applicable for the Group and the Company.
The amendment clarifies that when a parent entity accounts for a subsidiary at fair value in accordance with IAS 39 in its separate financial statements, this treatment continues when the subsidiary is subsequently classified as held for sale according to IFRS 5. The amended IAS 27 is not applicable for the Group and the Company.
The amendment clarifies that where an investment in an associate company is accounted for in accordance with IAS 39 Financial instruments: recognition and measurement, only certain rather than all disclosure requirements in IAS 28 need to be made, in addition to disclosures required by IAS 32, Financial Instruments: Presentation and IFRS 7 Financial Instruments. The amended IAS 28, IAS 32 and IFRS 7 are not applicable for the Group and the Company.
The amendment to IAS 29 reflects the fact that a number of assets and liabilities are measured at fair value rather than historical cost. The amended IAS 29 is not applicable for the Group and the Company.
This amendment clarifies that if a joint venture is accounted for at fair value, in accordance with IAS 39, in addition to the disclosure requirements by IAS 32, Financial instruments: Presentation, and IFRS 7, Financial instruments: Disclosures, only certain rather than all
disclosure requirements in IAS 31 will apply. The amended IAS 31 is not applicable for the Group and the Company.
The amendment deletes references stating that there is "rarely, if ever" persuasive evidence to support an amortisation method for finite life intangible assets that results in a lower amount of accumulated amortisation than under the straight-line method. The amendment has no effect until now to the Company's operations as all intangible assets are amortized under the straight-line method.
Property that is under construction or development for future use as investment property is within the scope of IAS 40. Where the fair value model is applied, such property is, therefore, measured at fair value. However, where fair value of investment property under construction is not reliably measurable, the property is measured at cost until the earlier of the date construction is completed and the date at which fair value becomes reliably measurable. The Company and the Group is considering the possible effect of the amendment.
The amendment requires the use of a market-based discount rate where fair value calculations are based on discounted cash flows and the removal of the prohibition on taking into account biological transformation when calculating fair value. The amended IAS 41 is not applicable for the Group and the Company.
This amendment clarifies that the benefit arising from a government loan granted with belowmarket interest rates is measured as the difference between the carrying amount in accordance with IAS 39 Financial instruments: Recognition and measurement, and the proceeds arising from the subject benefit as accounted for under IAS 20. The amended IAS 20 is not applicable for the Group and the Company.
IFRIC 15 provides guidance on how to determine whether an agreement for the construction of real estate is within the scope of IAS 11 'Construction Contracts' or IAS 18 'Revenue' and, accordingly, when revenue from such construction should be recognised. IFRIC 15 is not applicable for the Group and the Company.
IFRIC 17 provides guidance on the measurement of distribution of non-cash assets both when the liability is incurred and when the distribution is made. This includes both distributions of specific assets and more complex transactions, such as demergers. The subject guidance does not apply when the asset transferred is controlled by the same entity both before and after the transaction, as it is not relevant to distributions from a subsidiary to a parent, nor to transfers between subsidiaries accounted for as deemed distributions. It also does not apply if a parent distributes part of its investment in a subsidiary, creating a noncontrolling interest but retaining control. In this case the distribution is accounted for under IAS 27 (as amended in May, 2008). The Interpretation further clarifies that it only applies to distributions where all owners of the same class of equity instruments are treated equally. If an entity distributes assets to its equity shareholders who constitute both a parent company and non-controlling shareholders, the whole distribution is scoped out of the Interpretation
because a proportion of the assets transferred are controlled by the same entity before and after the transfer. The Company in the process of assessing the possible effect of the subject Interpretation.
This Interpretation specifies the requirements under the IFRS regarding agreements where an entity receives a tangible asset (or cash to construct such an asset) from a customer and this asset in turn is used to connect the customer to the trade network or to provide ongoing access to supply of goods/services (such as electricity, fuel or water). Interpretation 18 also provides guidance for handling the transfer of cash from customers. IFRIC 18 is not applicable to the Company and the Group.
Recognition and Measurement (effective for periods ending on or after June 30, 2009). This amendment to IFRIC 9 requires an entity to assess whether an embedded derivative must be separated from a host contract when the entity reclassifies a hybrid financial asset out of the fair value through profit or loss category. This assessment is to be made based on circumstances that existed on the later of the date the entity first became a party to the contract and the date of any contract amendments that significantly change the cash flows of the contract. IAS 39 now states that if an embedded derivative cannot be reliably measured, the entire hybrid instrument must remain classified as at fair value through profit or loss. IFRIC 9 is not relevant to the Group's operations.
This amendment provides additional clarifications for first-time adopters of IFRS in respect of the use of deemed cost for oil and gas assets, the determination of whether an arrangement contains a lease and the decommissioning liabilities included in the cost of property, plant and equipment. This amendment will not impact the Group's financial statements since it has already adopted IFRS. This amendment has not yet been endorsed by the EU.
The amended standard deals with vesting conditions and cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation thereof subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The amendment is not relevant to the Group's and Company's applied policies.
This interpretation addresses the accounting by the entity that issues equity instruments to a creditor in order to settle, in full or in part, a financial liability. This interpretation is not relevant to the Group. This amendment has not yet been endorsed by the EU.
between related parties, but of commitments as well in both the consolidated and the individual financial statements. The Group will apply these changes from their effective date. The amendment has not yet been endorsed by the EU.
The amendments apply in limited circumstances: when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendments permit such an entity to treat the benefit of such an early payment as an asset. This interpretation is not relevant to the Group and the Company. This amendment has not yet been endorsed by the EU.
IFRS 9 is the first part of Phase 1 of the Board's project to replace IAS 39. The IASB intends to expand IFRS 9 during 2010 to add new requirements for classifying and measuring financial liabilities derecognition of financial instruments, impairment, and hedge accounting. IFRS 9 states that financial assets are initially measured at fair value plus, in the case of a financial asset not at fair value through profit or loss, particular transaction costs. Subsequently financial assets are measured at amortized cost or fair value and depend on the basis of the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. IFRS 9 prohibits reclassifications except in rare circumstances when the entity's business model changes; in this case, the entity is required to reclassify affected financial assets prospectively.
IFRS 9 classification principles indicate that all equity investments should be measured at fair value. However, management has an option to present in other comprehensive income unrealized and realized fair value gains and losses on equity investments that are not held for trading. Such designation is available on initial recognition on an instrument-by-instrument basis and is irrevocable. There is no subsequent recycling of fair value gains and losses to profit or loss; however, dividends from such investments will continue to be recognized in profit or loss. IFRS 9 removes the cost exemption for unquoted equities and derivatives on unquoted equities but provides guidance on when cost may be an appropriate estimate of fair value. The Group is currently investigating the impact of IFRS 9 on its financial statements. IFRS 9 has not been endorsed by the EU.
Certain items of the statement of financial position of the year ended 31/12/2008 have been reclassified to make them comparable with the current fiscal year. The main reclassifications carried out are as follows:
Amount of € 621 were restated from "Trade and other receivables" to "Intangible assets" in the consolidated statement of financial position because the amount regards acquiring exclusive rights of a subsidiary company's cooperation with doctors of various specialties for the sole provision of specialist services recognized in total comprehensive income in line with the duration of each agreement.
Amount of € 41.562 was restated from "Suppliers and other liabilities" to "Other long term liabilities" of the Consolidated statement of financial position, because it refers to subsidiary company's clients' received advance payments related to the execution of contracts for the supply of high-tech services which are expected to be cleared through the invoicing of the relevant claims over a twelve month period.
The Group AXON includes the following companies:
| COMPANY | REGISTERED OFFICE |
PRINCIPAL ACTIVITY |
PART/PATION PERCENTAGE |
CONS/DATION METHOD |
TYPE OF PART/PATION |
|---|---|---|---|---|---|
| ΑΧΟΝ HOLDINGS S.A. | Athens | Holding Company |
Parent | Total | - |
| Ι. Subsidiaries | |||||
| Medical | Direct & | ||||
| EUROMEDICA S.A. | Thessaloniki | services | 62,30% | Total | Indirect |
| ORASIS HELLENIC OPTHALMOLOGICAL CENTER S.A |
Athens | Medical services |
42,70% | Total | Indirect |
| IPPOKRATIS CENTER OF NUCLEAR MEDICINE S.A. PRIVATE DIAGNOSTIC |
Thessaloniki | Medical services |
37,40% | Total | Indirect |
| LABORATORY MEDICINE S.A. |
Volos | Medical services |
24,90% | Total | Indirect |
| MELAMBUS MEDICINE S.A. | Larisa | Medical services |
46,30% | Total | Indirect |
| THEOTOKOS MAIEYTIKI GYNEKOLOGIKI KLINIKI LARIS.A.S S.A. EUROMEDICA |
Larisa | Medical services |
54,30% | Total | Indirect |
| MULTIDIAGNOSTIC CENTER LARISA. S.A. |
Larisa | Medical services |
43,60% | Total | Indirect |
| PYLI AXIOU PRIVATE DIAGNOSTIC CENTER S.A. |
Thessaloniki | Medical services |
46,30% | Total | Indirect |
| GENESIS MAIEYTIKI GYNECOLOGIKI KLINIKI THESSALONIKIS S.A. EUROMEDICA AROGI |
Thessaloniki | Medical services |
31,20% | Total | Indirect |
| MEDICAL CENTER APOKATASTASI S.A. |
Thessaloniki | Medical services |
31,80% | Total | Indirect |
| GENERAL CLINIC OF DODEKANISA S.A. |
Rodos | Medical services |
37,30% | Total | Indirect |
| EURO PROCUREMENT | Medical | ||||
| S.A. SONAK S.A. |
Athens Markopoulo |
services Production of Defence and technology systems |
62,30% 50,00% |
Total Total |
Indirect Direct |
| AXON SECURITIES | Athens | Financial Transaction Services |
40,00% | Total | Direct |
| DATA DESIGN S.A. PRIVATE DIAGNOSTIC |
Athens | Production of IT systems |
49,90% | Total | Indirect |
| CENTER MAGNETIC TOMOGRAPHY VOLOS S.A. |
Volos | Medical services |
24,30% | Total | Indirect |
| PRIVATE DIAGNOSTIC LAB - MEDICAL S.A. (AXIAL TOMOGRAFY SERRES) |
Serres | Medical services |
29,30% | Total | Indirect |
| EUROMEDICA PALAIOU FALIROU S.A. |
Athens | Medical services |
30,50% | Total | Indirect |
| YGEIA MAGNETIC DIAGNOSIS S.A. |
Ptolemaida | Medical services |
30,50% | Total | Indirect |
| EUROMEDICA FINANCE Νο 1 S.A. |
Luxembourg | Financial Services |
62,30% | Total | Indirect |
|---|---|---|---|---|---|
| TOURISTIC ENTERPRISES W. MACEDONIA S.A. |
florina | Hospitality services |
62,10% | Total | Indirect |
| EGEFALOS PELOPONNISOU S.A. ARISTOTELEIO PRIVATE DIAGNOSTIC |
Athens | Medical services |
100,00% | Total | Indirect |
| LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A. IONIA-EUROMEDICA |
Thessaloniki | Medical services |
42,50% | Total | Indirect |
| PRIVATE MULTI-MEDICAL FACILITY S.A. MEDIΝET |
Korinthos | Medical services |
25,90% | Total | Indirect |
| ALEXANDROUPOLIS PRIVATE DIAGNOSTIC LABORATORY S.A. |
Alexandroupoli | Medical services |
30,50% | Total | Indirect |
| THESALIKO KENTRO OF REHABILITATION S.A. |
Larisa | Medical services |
62,30% | Total | Indirect |
| HMERISIA NOSILIA S.A. | Larisa | Medical services |
62,30% | Total | Indirect |
| EUROMEDICA EASTERN ATTICA PRIVATE MULTI SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. |
Athens | Medical services |
49,10% | Total | Indirect |
| IONIA-EUROMEDICA PRIVATE MULTI-MEDICAL FACILITY S.A. MEGARA PRIVATE |
Corfu | Medical services |
38,80% | Total | Indirect |
| MEDICAL DIAGNOSTIC LAB SA |
Megara | Medical services |
62,30% | Total | Indirect |
| IONIA PRIVATE MULTI SPECIALTY DIAGNOSTIC CENTER MEDICAL S.A |
Elefsina | Medical services |
62,30% | Total | Indirect |
| IONIA NEFROLOGIKI S.A PRIVATE DIAGNOSTIC |
Elefsina | Medical services |
0,00% | Total | Indirect |
| LABORATORY EUROMEDICA GALINOS TRIKALON S.A. MULTI-DIAGNOSTIC |
Trikala | Medical services |
29,30% | Total | Indirect |
| CENTER PIERIAS IATRIKI S.A. PRIVATE |
Pieria | Medical services |
41,70% | Total | Indirect |
| NEUROPSYCHIATRIC CLINIC KASTALIA S.A. IPPOKRATIS - MULTI |
Katerini | Medical services |
31,20% | Total | Indirect |
| SPECIALTY DIAGNOSTIC CENTER S.A. |
Nikea | Medical services |
30,70% | Total | Indirect |
| IPPOKRATIS MAGNETIC TOMOGRAPHY S.A |
Nikea | Medical services |
26,90% | Total | Indirect |
| PRIVATE DIAGNOSTIC LABORATORY VOLOS S.A. |
Volos | Medical services |
24,90% | Total | Indirect |
| MEDICAL DIAGNOSIS OF LESVOS S.A. MEDINET KAVALAS |
Lesvos | Medical services |
25,60% | Total | Indirect |
| PRIVATE DIAGNOSTOC CENTER S.A |
Kavala | Medical services |
21,20% | Total | Indirect |
| ΕUROMEDICA AROGI ACHAIAS S.A. |
Patra | Medical services |
62,30% | Total | Indirect |
| ΕUROMEDICA LYDIA KAVALAS S.A. |
Kavala | Medical services |
31,50% | Total | Indirect |
| ZOE-GENIKI THERAPEFTIKI PRIVATE |
Thessaloniki | Medical services |
45,40% | Total | Indirect |
CLINIC S.A.
| EUROMEDICA ALBANIA HOLDINGS S.A. IONIA-EUROMEDICA PRIVATE MULTI |
Athens | Medical services |
62,70% | Total | Indirect |
|---|---|---|---|---|---|
| SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. |
Aspropirgos | Medical services |
30,70% | Total | Indirect |
| DIAGNOSTIC CENTER IKEDA LTD |
Tirana | Medical services |
32,00% | Total | Indirect |
| ΑΧΟΝ MANAGEMENT | Athens | Fund Management |
80,00% | Total | Direct |
| ΑΧΟΝ FINANCE S.A. PRIVATE DIAGNOSTIC |
Athens | Financial Services |
60,00% | Total | Direct |
| LABORATORY EURODIAGNOSIS CORFU S.A. |
Corfu | Medical services |
23,30% | Total | Indirect |
| EUROMEDICA SERRES S.A. |
Serres | Medical services |
29,30% | Total | Indirect |
| DIAGNOSTIC CENTER LARISA S.A. NEUROLOGICAL |
Larisa | Medical services |
26,20% | Total | Indirect |
| PSYCHIATRIC CLINIC A. PISSALIDIS – A. KARIPIS S.A. |
Thessaloniki | Medical services |
31,20% | Total | Indirect |
| PRIVATE DIAGNOSTIC LABORATORY ALEXANDRIO S.A. PRIVATE DIAGNOSTIC LABORATORY OF |
Thessaloniki | Medical services |
30,50% | Total | Indirect |
| WESTERN THESSALONIKI S.A. |
Thessaloniki | Medical services |
26,20% | Total | Indirect |
| AXIAL DIAGNOSIS S.A. | Thessaloniki | Medical services |
62,30% | Total | Indirect |
| EUROMEDICA APOKATASTASI S.A. VOGIATZIS PRIVATE |
Athens | Medical services |
32,30% | Total | Indirect |
| DIAGNOSTIC LABORATORY S.A. PRIVATE DIAGNOSTIC |
Didimoticho | Medical services |
29,90% | Total | Indirect |
| LABORATORY EUROMEDICA TRIKALA S.A. |
Trikala | Medical services |
14,40% | Total | Indirect |
| KASTALIA ACHAIAS S.A. | Patra | Medical services |
15,80% | Total | Indirect |
| D.S. SIOVAS – RADIODIAGNOSTIC CENTER GREVENA |
Grevena | Medical services |
30,50% | Total | Indirect |
| ASKLEPIO INFIRMARY LARISA S.A. |
Larisa | Medical services |
37,40% | Total | Indirect |
| S.K.D.S. MANAGEMENT ADVISORS S.A. |
Athens | Consulting Services |
49,90% | Total | Indirect |
| ΙΙ . Associates EUROGENETIKI S.A. - MODEL CENTER OF RESEARCH AND APPLICATION OF MOLECULAR BIOLOGY |
Thessaloniki | Medical services |
24,90% | Equity method | Indirect |
| Trading and service of medical |
|||||
|---|---|---|---|---|---|
| MEDITRON S.A. | Thessaloniki | machinery | 24,90% | Equity method | Indirect |
| Trading and service of medical |
|||||
| DORMED HELLAS S.A. | Thessaloniki | machinery | 24,00% | Equity method | Indirect |
| MEDICINE DIAGNOSTIC | Medical | ||||
| LABORATORY KOZANI S.A. | Volos | services | 13,10% | Equity method | Indirect |
| Trading and service of medical |
|||||
| MEDITREND S.A. | Athens | machinery | 31,20% | Equity method | Indirect |
| PRIVATE POLYDIAGNOSTIC CENTER KARDITSA. S.A. |
Kozani | Medical services |
15,00% | Equity method | Indirect |
| EUROMEDICA WESTERN MACEDONIA-KOZANI S.A. |
Kozani | Medical services |
15,60% | Equity method | Indirect |
| EUROMEDCA COSMETIC S.A. |
Athens | Medical services |
22,70% | Equity method | Indirect |
The country of the registered office location for the above mentioned companies is Greece except for EUROMEDICA FINANCE No 1 and the recently acquired subsidiary company DIAGNOSTIC CENTER IKEDA LTD which are Luxemburg and Albania respectively.
At the preparation of the annual financial statements, the income statements of the subsidiaries and associates were included in the consolidated income statements of the Group for the following periods:
| COMPANY | Period for which the companies were included in the consolidated financial statements of the reporting year |
Period for which the companies were included in the consolidated financial statements of the previous comparative year |
|---|---|---|
| AXON HOLDINGS S.A. | ||
| Ι. Subsidiaries | ||
| EUROMEDICA S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| ORASIS HELLENIC OPTHALMOLOGICAL CENTER S.A |
1/1-31/12/2009 | 1/1-31/12/2008 |
| IPPOKRATIS CENTER OF NUCLEAR MEDICINE S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| YGEIA VOLOU MEDICAL DIAGNOSTIC CENTER VOLOS S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| MELAMBUS MEDICINE S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| THEOTOKOS MAIEYTIKI GYNEKOLOGIKI KLINIKI LARIS.A.S S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON HOLDING MULTIDIAGNOSTIC CENTER LARISA. S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| PYLI AXIOU PRIVATE DIAGNOSTIC CENTER S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| GENESIS MAIEYTIKI GYNECOLOGIKI KLINIKI THESSALONIKIS S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON HOLDING AROGI MEDICAL CENTER APOKATASTASI S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
(Amounts are expressed in thousands Euro, unless otherwise stated)
| GENERAL CLINIC OF DODEKANISA S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
|---|---|---|
| EUROPROCUREMENT S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| PRIVATE DIAGNOSTIC CENTER MAGNETIC TOMOGRAPHY VOLOS S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON HOLDING PALAIOU FALIROU S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| PRIVATE DIAGNOSTIC LAB - MEDICAL S.A. (AXIAL TOMOGRAFY SERRES) |
1/1-31/12/2009 | 1/1-31/12/2008 |
| YGEIA MAGNETIC DIAGNOSIS S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON HOLDING FINANCE No 1 | 1/1-31/12/2009 | 1/1-31/12/2008 |
| TOURISTIC ENTERPRISES W. MACEDONIA S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| ARISTOTELEIO PRIVATE DIAGNOSTIC LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| DATA DESIGN S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| IONIA AXON HOLDING OF CORINTHOS S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| MEDIΝET ALEXANDROUPOLIS PRIVATE DIAGNOSTIC LABORATORY S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| AROGI S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| APOKATASTASI S.A | 1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON HOLDING EASTERN ATTICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON HOLDING IONIOS GENERAL CLINIC S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| MEGARA PRIVATE MEDICAL DIAGNOSTIC LAB S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| IONIA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER MEDICAL S.A |
1/1-31/12/2009 | 1/1-31/12/2008 |
| PRIVATE DIAGNOSTIC LABORATORY AXON HOLDING GALINOS TRIKALON S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| MULTI-DIAGNOSTIC CENTER PIERIAS IATRIKI S.A. |
1/1-31/12/2009 | 1/1-31/12/2008 |
| PRIVATE DAGNOSTIV CENTER S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| MEDICAL DIAGNOSIS OF LESVOS S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| MEDINET KAVALAS PRIVATE DIAGNOSTOC CENTER S.A |
1/1-31/12/2009 | 1/1-31/12/2008 |
| SONAK S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| AXON SECURITIES S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| EGEFALOS PELOPONISOU S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| ΑΧΟΝ MANAGEMENT S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| ΑΧΟΝ FINANCE S.A. | 1/1-31/12/2009 | 1/1-31/12/2008 |
| IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. |
1/1-31/12/2009 | 1/2-31/12/2008 |
| IPPOKRATIS MAGNETIC TOMOGRAPHY S.A |
1/1-31/12/2009 | 1/2-31/12/2008 |
| PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A |
1/1-31/12/2009 | 1/3-31/12/2008 |
| EUROMEDICA ALBANIA HOLDINGS | 1/1-31/12/2009 | 1/4-31/12/2008 |
| IONIA-AXON HOLDING PRIVATE MULTI SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. |
1/1-31/12/2009 | 1/4-31/12/2008 |
(Amounts are expressed in thousands Euro, unless otherwise stated)
| 1/4-31/12/2008 | |
|---|---|
| 1/1-31/12/2009 | 1/5-31/12/2008 |
| 1/1-31/12/2009 | 26/6-31/12/2008 |
| 1/1-31/12/2009 | 30/6-31/12/2008 |
| 1/1-31/12/2009 | 30/6-31/12/2008 |
| 1/1-31/12/2009 | 30/6-31/12/2008 |
| 1/1-31/12/2009 | 3/9-31/12/2008 |
| 1/1-31/12/2009 | 15/9-31/12/2008 |
| 1/1-31/12/2009 | 25/9-31/12/2008 |
| 1/1-31/12/2009 | 25/9-31/12/2008 |
| 1/1-31/12/2009 | 22/8-31/12/2008 |
| 1/1-31/12/2009 | 6/11-31/12/2008 |
| 1/1-31/12/2009 | 13/11-31/12/2008 |
| 22/1-31/12/2009 | - |
| 1/4-31/12/2009 | - |
| 1/2-31/12/2009 | - |
| 1/3-31/12/2009 | - |
| 1/1-31/12/2009 | - |
| 11/2-31/12/2009 | - |
| 6/2-31/12/2009 | - |
| 13/4-31/12/2009 | - |
| 20/8-31/12/2009 | - |
| 24/6-31/12/2009 | - |
| 1/1-31/12/2009 | - |
| 1/1-31/12/2008 | |
| 1/1-31/12/2008 | |
| 1/1-31/12/2008 | |
| 1/1-31/12/2008 | |
| 30/6-31/12/2008 | |
| 1/1-31/12/2009 | 1/4-31/12/2008 |
| 1/1-31/12/2009 | 24/11-31/12/2008 |
| 1/4-31/12/2009 | - |
| 30/6-31/12/2009 | - |
| 1/1-31/12/2009 1/1-31/12/2009 1/1-31/12/2009 1/1-31/12/2009 1/1-31/12/2009 1/1-31/12/2009 |
During the year ended 31/12/2009 the Company's investments in subsidiaries and associates are changed as follows:
The subsidiary company of the Group EUROMEDICA S.A. at 19/2/2009 proceeded to the acquisition of a 49,0 % stake in the company named board D.S. SIOVAS – RADIODIAGNOSTIC CENTER GREVENA., while taking the practice of management, which is based in Greece (Municipality of Grevena, Grevena) where it operates X-ray laboratory. The price for 49,0 % of the share capital amounted to EUR € 350, while the remaining 51,0% belongs to the physician radiologist Dimitrios Siovas. The Group's share on the newly acquired subsidiary at 31/12/2009 stood at 30,5%.
The subsidiary company of the Group PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A., which registered office in the town of Karditsa, on 20/2/2009 proceeded jointly with doctors of the area to the establishment of the company KASTALIA ACHAIAS S.A. the registered office of the new company is in the municipality of Patra and its main purpose is the running of a psychiatric clinic in Patra. The initial share capital of the new company amounted to € 960 and the participation of subsidiary PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A., amounts to 50,0 %, with simultaneous undertake of its business activity management. In the closing year, the share capital increase by the indirect subsidiary was by depositing a total amοunt of € 1.014. The subsidiary company PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A., participated in the aforementioned share capital increase by 51,3 % so as a consequence its participation in the share capital of the first as of 31/12/2009, was 50,7 % (15,8 % for the Group).
• The Group's subsidiary EUROPROCUREMENT S.A. at 26/1/2009 participated in the establishment of EUROMEDICA COSMETIC PRIVATE POLYIATREIO S.A. with registered offices in Athens. The purpose of the new company is to provide primary health services in dermatology, plastic surgery and cosmetic medicine in general. The share capital of the new company was set at € 400 and the subsidiary's participation in it amounts to 36,5 % (22,8 % for the Group).
• The subsidiary company of the Group EUROMEDICA S.A. at 29/6/2009 proceeded to the acquisition of 28,5 % of the share capital of CENTRAL MEDICAL SERVICES S.A., which operates the clinic under the name HEALTH LARISSA in the town of Larissa. The price of this acquisition amounted to € 621. The clinic is housed in a separate building of 2,500 sq.m. and has obstetric, neonatologists, surgical and gynecological department. Within the current year CENTRAL MEDICAL SERVICES S.A., will conclude a share capital increase by payment in cash, cancellation of the existing shareholders pre-emption rights and coverage of the total amount of the aforementioned capital increase by the subsidiary company of the Group EUROMEDICA S.A. for an amount of € 15 and € 185 share premium. As a result the participation percentage of the last stands at 35,0 % (21,8 % for the Group). The remaining 65,0 % of the share capital is held by obstetricians – gynecologists of Larisa.
The subsidiary company of the Group EUROMEDICA S.A. on 30/6/2009 acquired an additional 50 % of the share capital of its subsidiary AROGI S.A., for the total amount of € 7.300, thus becoming its sole shareholder and subsequently the participation of the Group at 31/12/2009 stood at 62,3 %.
The subsidiary company of the Group TOURISTIC ENTERPRISES W. MACEDONIA S.A. within the closing period performed share capital increase of € 900, which was fully paid by the subsidiary company of the Group, consequently increasing its participation percentage in the abovementioned subsidiary to 99,6 % (62,1 % for the Group) as of 31/12/2009.
with no participation of EUROMEDICA S.A. so at year end its participating interest reached 71,8 % (45,4 % for the Group).
decided a share capital increase of € 160 by capitalizing dividends and by € 274 in cash. The aforementioned increase was completed in the fourth quarter of the year ended 31/12/2009 and the participation of EUROMEDICA S.A. reached 67,0 % by capitalizing dividends of € 84 and cash payment of € 207. As a consequence of the above, the participating interest of EUROMEDICA S.A. in the share capital of IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. as of 31/12/2009 reached 49,3 % (30,7 % for the Group).
The Group's subsidiary IONIA-EUROMEDICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A., according to the 19/12/2008 the General Meeting of shareholders decided to increase its share capital by the amount of € 300. Within the current fiscal year after completion of procedures for the capital increase the participation of the subsidiary company of the Group EUROPROCUREMENT S.A. increased by the amount of € 147 without a change in shareholding in the subsidiary. At the meeting of 12/10/2009 of Extraordinary General Meeting of IONIA-EUROMEDICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. decided to increase the share capital of the subsidiary for an amount of € 600 with the participation of subsidiary EUROPROCUREMENT S.A. at a percentage of 50,0 % resulting in a participation percentage at 31/12/2009 to stand at 49,3 % (30,7 % for the Group).
•
The basic accounting principles that have been adopted at the preparation of the financial statements, have been applied consistently for all years and by all companies that are included in these and are as follows:
The annual consolidated financial statements of the Group for the year ended 31st December 2009 include the Company and its subsidiaries.
Subsidiaries are all companies managed and controlled directly or indirectly by the Parent company of the Group mainly by holding the majority of the company shares. Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated upon the preparation of the consolidated financial statements.
In the financial statements of the Parent Company, investments in subsidiaries are evaluated at acquisition cost less any cumulative impairment losses.
Associates are all entities over which the group exercises significant influence but do not qualify the conditions to be classified as subsidiaries. The consolidated financial statements of the Group include the Group proportion of profits and losses of associate companies, under on the equity method, from the date that the Group acquires significant influence until the date that this influence ceases to exist. When the proportional share of the Group in the loss of the associated company exceeds the accounting value of the investment, the carrying value of the investment falls to zero and the recognition of further losses ceases, unless the Group has undertaken liabilities or contingent liabilities of the associate company, other than those arising from the ownership status.
Investments in associates are valued in the statutory financial statements of the Company at acquisition cost less any accumulated impairment losses.
The operating and presentation currency of the Parent Company and its subsidiaries is the Euro. Foreign currency transactions are converted into Euro using the exchange rates applicable at the dates of the transactions. At the statement of financial position date, the monetary assets and liabilities denominated in foreign currencies are adjusted to reflect current exchange rates.
Gains and losses arising from transactions in foreign currencies and by year-end valuation of monetary items in foreign currencies are recorded in the attached statement of comprehensive income.
The operating currency of foreign subsidiaries of the Group is the official currency of the country each one operates in, which is also the Euro. Therefore, at every statement of financial position date, there is no need to convert the Group's foreign subsidiaries' financial statements into Euro.
The tangible assets are shown in the financial statements at acquisition cost, excluding land, buildings, clinics and offices that were valued at fair value, based on estimations by independent real estate valuators, which take place periodically every 2-3 years, unless the valuation carried out in a shorter time period is deemed essential by the applicable market conditions at each statement of financial position date, less depreciation for buildings. Accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment are stated at historical cost less depreciation.
The historical acquisition cost of land-building, machinery or equipment includes purchase price plus import tariffs and non refundable purchase taxes, as well as any necessary costs for rendering the asset operational and ready for its intended use.
Subsequent expenses, made in relation to tangible assets, are capitalized only when they increase the future economic benefits expected to arise from the operation of the affected assets. All repairs and maintenance are expensed when they incur.
Upon retirement or sale of an asset, the relevant cost and the accumulated depreciation are eliminated from the respective accounts at the time of the retirement or sale and the relevant gains or losses are recognised in the income statement.
Residual values and useful lives of tangible fixed assets are reassessed at each statement of financial position date. When the carrying value of tangible assets exceeds their recoverable value, the difference (impairment) is recognized immediately as an expense in the statement of comprehensive income.
Depreciation is charged to the statement of comprehensive income, under the straight-line method, throughout the duration of the expected useful lives of the respective assets. Land is not depreciated. The estimated duration of the useful life, for different asset categories, is as follows:
| Buildings | 25-50 | years |
|---|---|---|
| Machinery and equipment | 12 | years |
| Transportation equipment | 10 | years |
| Furniture and fixtures | 6-14 | years |
Facilities in third party property are depreciated over the duration years of the relevant lease contract. Residual values and useful lives of tangible assets are subject to reassessment at every year end. When the book values of the tangible assets are in excess of their recoverable amounts, the differences (impairment) are recognized as expenses in the income statement.
Software programs refer to the acquisition cost or self supply of software such as overheads, materials, services, as well as every expenditure that has been realized upon software development in order that this is set in use. Expenditures that enhance or broaden the performance of software programs beyond their original specifications and capabilities, are recognized as capital expenditures and increase the initial cost of the software.
The amortization expenses of software programs are charged to the income statement, under the straight-line method, throughout the duration of their useful lives. The estimated duration of their useful life is as follows:
Software Programs 10 years
Licenses cover all expenses paid by the Group to ensure licensing and operating of diagnostic centers.
The licenses are recognized as intangible assets by the amount of expenditure paid and are amortized by the straight-line method throughout the duration of their useful life. The estimated duration of their useful life is as follows:
Licenses 50 years
Rental Rights cover all expenses paid by the Group to acquire its service points.
Rental Rights recognized as intangible assets by the amount of expenditure paid and amortized in accordance with the duration of the operating agreement of each diagnostic center.
Business combinations are recognized by the purchase method, according to which the assets and liabilities (including contingent liabilities) of the acquire are recognized at fair value at the acquisition date. The goodwill arising from business combinations represents the difference between the acquisition cost and the fair value of the Group's percentage on the net assets of every subsidiary at the acquisition date. After the acquisition date, the recognized goodwill is measured at acquisition cost less any accumulated impairment losses.
The emerging goodwill from the acquisition of subsidiary companies is not amortized but rather tested for impairment at least annually or more frequently if events or changes in circumstances indicate that it might be impaired. At the acquisition date the goodwill is allocated to the cash flow generating units which are expected to benefit from the synergies of the business combination. For the acquired goodwill impairment test, the recoverable amount of each cash flow generating unit related to it is determined. In cases when the recoverable amount of a cash flow generating unit is less than its book value plus goodwill, then an impairment loss is recognised equal to their difference and is recognized in the income statement of the respective year or period.
When a cash flow generating unit (or a part of it), which goodwill has been allocated to, is sold, the allocated goodwill is included in the carrying amount of the sold cash flow generating unit in order to determine the result of the sale.
When the Group increases the participation percentage in subsidiary companies (noncontrolling interest acquisition) the difference between the acquisition cost and the carrying amount of the non-controlling interest acquired, is recognized in equity as transaction between shareholders. In turn, whenever non controlling interests are sold, without losing the control of the subsidiary company, then the relative profit or loss from the sale is
recognized in in equity.
Tangible and intangible assets and other non current assets are tested for the possibility of impairment loss whenever events or changes in circumstances indicate that their currying value may not be recoverable. Whenever the carrying amount of any asset exceeds its recoverable amount, the corresponding impairment loss is recognized in the income statement. The recoverable value of an asset is the largest amount between its estimated net selling price and its value in use. Net selling price is the possible revenue obtainable from the sale of an asset in a mutual transaction between knowledgeable, willing parties, after deducting any direct incremental selling costs. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. If there is no ability to estimate the recoverable amount of an asset for which there is an indication of value impairment, then the recoverable amount of the cash generating unit in which the asset is grouped, is estimated instead.
Reversal of the impairment loss of assets which was accounted for in previous years, only occurs when there are sufficient indications that this impairment no longer exists or has been decreased. In such occasions the above mentioned reversal is recognized as a gain in the statement of comprehensive income.
Investment in real estate property is acquired for the purpose of obtaining benefit by collecting rents and by increase of their market value. The remaining privately owned buildings and land are used for serving the Group's operations as well as for administrative purposes.
Investments in real estate property are monitored as long-term investments and valued at fair value, which is equal to their current price as estimated by independent real estate valuators. Changes in the fair value of investments in buildings and land are recognized in the statement of comprehensive income.
Inventories are measured at the lowest between acquisition or production cost and net realizable value. The inventory cost is computed according to the weighted average cost method and includes acquisition expenses and transportation costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The net realizable value of raw material and packaging material is the expected cost of replacement in the normal operation of the Group. Impairment of the value of the inventories that have become obsolete is performed only if necessary. At 31/12/2009 and at 31/12/2008 there were no inventories valued at their net realizable value.
Financial instrument is every contract that creates a financial asset in a company and a financial liability or equity holding in another company.
The financial instruments of the Group and the Company are classified in the following categories based on the substance of the contract and the purpose for which they were acquired.
These are financial assets that meet any of the following conditions:
Any realized on non realized profit or loss arisen from changes in the fair value of financial assets is recognized in the results of the period they have incurred.
These consist of non-derivative financial assets with fixed or determined payments, which are not traded in active markets. In this category (loans and receivables) are not included:
Loans and receivables are recognised at net value under the effective interest rate method.
Loans and receivables are included in current assets, except those with maturity greater than 12 months from the statement of financial position date. The latter are included in non current assets.
These include non-derivative financial assets with fixed or determined payments and maturity, which the Company has the intention and capability to hold until their maturity. The Group and the Company do not hold any investments of this category.
These include non-derivative financial assets which, are either identified in this category or cannot be included in any of the above.
Trading in this category of investments is recorded at the date of the transaction, which is the date that the Group commits itself to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs. Unrealized profits or losses arising from changes in fair value of the financial assets available for sale are recognized in equity.
The fair value of the financial assets is determined by the current demand prices or by cash flow analysis. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques such as price to earnings or price to cash flow ratios adjusted to the specific circumstances of the issuer. Financial instruments which cannot be determined in a reliable way, are evaluated at acquisition cost, less any impairment loss. When shares of companies classified as financial assets available for sale are sold or impaired, the accumulated fair value adjustments are carried over to the results as gains or losses from investments
Where a legitimate executable right to offset recognised financial assets and financial liabilities exists, and there is an intention to settle the liability and realise the asset simultaneously, or to settle on a net basis, all related financial effects are offset.
Receivables from customers are initially recognized at fair value and subsequently measured
at amortized cost using the effective interest rate method, less impairment losses. Impairment losses (losses from bad debts) are recognized only when there is significant proof that the Group in not in the position of collecting all the amounts due under contractual terms. The amount of the impairment loss is the difference between the book value of the receivables and the present value of estimated future cash flows, discounted by the effective interest rate. The amount of the impairment loss is recognized in the comprehensive income statement as an expense.
Cash also include cash equivalents such as bank overdraft accounts, time deposits and short term deposits. Bank overdrafts, payable at first demand, which are inseparable part of the Group's managerial policy of cash and cash equivalents, are included, for the purpose of the preparation of the cash flow statements, as elementary part of cash and cash equivalents
Common shares are characterized as capital. The increased external costs directly attributable to the issuance of new shares is presented in share capital, deductively from the receivable amount.
When acquiring own shares, the price paid, including all relative expenses, is deducted from the total equity.
Loans are initially recognized at cost, which is fair value less the relative expenses of the contract. After initial recognition, loans and borrowings are measured at amortized cost using the effective interest rate method. Any difference between the amount received (less transaction costs) and the repayment value is recognized in the income statement during the period of the loans.
Financial leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased asset, are recognized as assets at fair value of the leased asset or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. Lease payments are allocated between to finance charges and to reduction of the lease liability so as to produce a constant periodic rate of interest on the remaining balance of the liability. Finance charges are directly recognized as expenses. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease period.
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 expenses in the income statement on a straight line basis over the lease period
Current and deferred income taxes are calculated according to the carrying amounts of the financial statements, in accordance with the tax legislation in force in each country each company of the Group is located. Income tax expense refers to taxes attributable to the taxable profits of the Group as adjusted according to the requirements of tax legislation and computed by the effective tax rate.
Deferred income taxation is computed, using the liability method, on all temporary differences at the statement of financial position date between the tax base and book value of assets and liabilities.
The expected tax results resulting from the temporary tax differences are recognized and appeared as future (deferred) tax payables or receivables.
Deferred tax receivables are recognized for all the tax free temporary differences for tax purposes and taxable losses brought forward, to the extent of an available potential taxable profit against which the recognized temporary tax differences can be utilized is expected to exist.
The book value of the deferred tax receivables is revised at each statement of financial position date and reduced to the extent where it is not considered possible that enough potential taxable profits will be presented that a part or the total of the deferred tax assets can be utilised against them.
Current income tax receivables and payables concerning current and previous years are measured at the amount of the tax payable to the tax authorities (or are recovered by them), with the use of tax rates (and tax laws) that are currently in force, or will be in force, at the statement of financial position date.
Dividends payable are disclosured as a liability at the time of their approval by the General Assembly of Shareholders.
The Group's obligation towards its personnel, for future payment of benefits according to each employees' working experience, is estimated and recorded on the basis of the expected to be paid earned right of each employee, at the statement of financial position date, discounted at its present value, in relation to its expected time of payment. The discount rate that is used in this case is equal to the return, at the statement of financial position date of the long-term Greek State bonds.
The relative obligation is calculated according to the financial and actuarial assumptions that are analyzed in Note 36 and are determined using the Projected Unit Method. The net costs of retirement of the period are included in the wages cost in the attached statement of comprehensive income and are constituted by the present value of benefits that got accrued in the during the fiscal year, the interest on the liabilities of benefits, the cost of previous employment, the actuarial profits or losses and other retirement costs. The costs of previous employment are recognized on a constant basis over the average period until the benefits of the program are established. The non acceptable actuarial profits and losses, are recognized over the in average remaining duration of the period of services of the active employees and are included as part of the net cost of retirement of each period, if at the beginning of the period they exceed the 10% of future appreciated benefit liabilities. The liabilities for benefits of retirement are not funded.
The personnel of the Group is mainly covered by the main State Social Security Institution (IKA) regarding the private sector which grants retirement and medical-pharmaceutical provisions and benefits. Every employee is compelled to contribute part of the monthly salary to the fund, while another part of the total contribution is covered by the Group. Upon retirement, the pension fund is responsible for the payment of the retirement benefits to the employees. Accordingly, the Group has no legal or presumptive obligation for the payment of future benefits consistent with this program.
Provisions are recognized when the Group has legal or constructive liability, as a result of past events, and is speculated that an outflow of resources will be required so that the obligation is settled, and a reliable estimate of the obligation amount can be made. The provisions are re-examined at every statement of financial position date. Regarding provisions expected to be settled in the long run, meaning that the time value of money is material, the respective amounts are measured by discounting the expected cash flows by a pre-tax discounted rate that reflects the current market assessments of the time value of money and the risks specific to the liability. Contingent liabilities are not disclosed in the financial statements but rather announced, unless the probability for an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements, but are announced provided that the inflow of the economic benefits will be possible.
Government grants are initially recognized at face value when there is reasonable assurance that the funding will be received and that the Group will comply with the requirements and conditions attached to them.
Government grants regarding current expenses are recognized in the income statement over the year necessary to match them with the related costs that they are intended to compensate.
Government grants regarding purchases of tangible assets are included in the non-current liabilities as deferred income and recognized as income in the statement of comprehensive income, during the useful life of the granted asset.
Revenue from the sale of goods and services is recognized when the significant risks and benefits of goods ownership are transferred to the buyer. Revenues from the provision of services are based on the stage of completeness, which is defined by the reference of the services provided so far, as a percentage of the total amount of the services that are going to be provided.
Interest income is recognized on a time proportion basis, taking into consideration the remaining balance of the initial amount and the existing rate for the year up to its ending, when it is defined that such income is payable to the Group.
Income from dividends is recognized as income at the approval date of its appropriation
Lease payments under operating leases are recognized in the statement of comprehensive income as expenses during the period of use of the leased asset
Finance leases, are recognized as loan contracts, resulting in recognizing (and depreciating) the leased assets as Group assets, with respective recognition of the finance liability to the leaser. The finance cost is recognized in the statement of comprehensive income as expense, at the time it is accrued.
The net finance cost is defined by the accrued interest expense on the existing loans, which is computed by the effective interest rate method.
Basic earnings per share are calculated by dividing net profit of the year by the average number of common shares outstanding during the relevant year, excluding the mean of common shares of the parent Company that were acquired by the companies of the Group as treasury shares.
Diluted earnings per share are calculated by dividing net profit attributable to shareholders of the parent (after deducting the interest on the convertible shares, after taxes) with the weighted average number of shares outstanding during the year (adjusted for the effect of convertible shares).
The Board of Directors is the chief decision maker. The Board makes use of available internal information with a view to assess the efficiency and resource allocation. Group's Management, which defines the lines of business based on internal information, distinguishes the activities of the Group into the following segments:
The Group operates mainly in the following segments: a)the establishment organization and operation of clinics and scientific centers equipped with high-Tec devices and providing all kinds of medical services,b)information technology and specific applications,c)providing financial transactions and d) real estate management and property development.
The Board assesses the profitability of each segment based on its realized sales and operating results as well as by take into consideration its E.B.I.T.D.A.(Earnings Before Interest, Taxes, Depreciation and Amortization - Profit / (loss) before interest, taxes, finance income and total depreciation)..
The Board computes E.B.I.T.D.A. as: earnings before taxes for the period, adding financial and finance income and the overall depreciation of tangible and intangible assets during the corresponding period. The "financial results and investment" for income, expenses, gains and losses related to the time value of money (interest on deposits, loans, etc.) and capital investment. The term "investment capital" means the placement of business in securities (shares, bonds, etc.), tangible and intangible assets (investment and owner-occupied). The item includes, among others, interest income on deposits, interest expense lending, nonfunctional exchange losses, dividend income, gains / losses from sale, remission, impairment, reversal of impairment and valuation of securities, tangible and intangible assets. The item of "depreciation" added to earnings before taxes, is what appears after clearing the depreciation of tangible fixed assets (expense), the amortization of any grants (revenue) received for these assets elements.
Any other information available to the Board evaluated in a manner consistent with the method of preparation.
The Group is exposed to various financial risks, of which the most significant are the unexpected fluctuations in interest-rates, the credit risk and the liquidity risk. The managerial policies for dealing with those risks aim at minimizing the negative impact that these may have in the financial position and performance of the Group.
Risk management is carried out by the Management of the Finance Department of the Group under policies approved by the Board of Directors. The Management of the Finance Department recognizes, calculates and offsets financial risks in close cooperation with the Group's operating units. The Board designs written principles regarding overall risk management, as well as written policies policies covering specific areas such as interest rate risk, credit risk, the use of derivative or non derivative financial instruments and excess liquidity investments.
The Group is exposed to limited foreign exchange risk as the biggest part of its assets and liabilities is denominated in Euro. A limited number of transactions have taken place, mainly by the subsidiary company SONAK S.Α. in currency other than the operational (mainly US dollar) and are related to income from transactions with foreign firms about construction projects and high-Tec service contracts regarding electronic systems and programs on defensive weapon systems.
At 31st December 2009 if the US dollar, compared to the euro had been depreciated/appreciated.by 5%, the Group's net profit for the closing year would be lower/higher by an amount of € 71 due to the exchange rate differences that would be recognized in the statement of comprehensive income of the reporting year.
The Group's management monitors the changes in exchange rates and assesses the need for measures to compensate the relevant exchange risks.
The Group has significant investments in real estate property, which are included in the consolidated statement of financial position in the tangible assets and investment property items which consolidates the price risk change.The relative exposition of the Group is significantly reduced by the fact that entire real estate property of the Group is comprised of assets housing the clinics and diagnostic centers operated by the Group and there is no sales plan in the foreseeable future. Also the respective risk arising from the Group's investment property portfolio, regardless it is a relatively small fracture of its real estate property, is essentially limited by the adopted strategy of the Management regarding such investments which has to do with investments of long term horizon in real estate and realizing short-term financial benefits mainly through the lease of property to selected tenants.
The Group is exposed to securities price risk because of its investments in entities, which are included in the consolidated statement of financial position in the available for sale financial assets and financial assets in fair value through statement of comprehensive income items. The Management of the Group monitors on a daily basis the prices of those financial assets traded in organized markets (stock exchange) and takes every appropriate action always aiming to ensure satisfactory yields in relation to the time horizon of each investment.
As of 31/12/2009 the investment in the share capital of the company IASO S.A. (5.315.532 shares of total value € 19.933) the shares of which are publicly traded in the Athens Stock Exchange is included in the available for sale financial assets, through the subsidiaty company EUROMEDICA S.A. At that date if the closing price of the subject shares was 1 % higher/lower and all other variables remained stable, the Equity of the Group would appear increased/decreased by the proportion of its percentage share in the subsidiary company EUROMEDICA S.A amounted to € 199.
The Group is exposed to price changes in equipment and other medical consumable supplies consumed while rendering its healthcare services. This risk is mainly dealt with by the corresponding change in the selling prices of disposable supplies.
The Group retain significant amounts of cash deposited in banks which is usually of short-duration (usually weekly) due to the increased cash requirements deriving from significant investment program which was in process at the current fiscal year and which continues in the 2010. Further to the aforesaid cash holdings no significant interest-bearing assets and consequently the Group's income and operating cash flows are substantially independent of changes in market interest rates.
The interest rate risk the Group is exposed to be increased by its short and long term bank liabilities. As of the 20/7/2007 the Group had laid out a convertible bond loan amounting to € 60.100 (valuated at 31/12/2009 to € 54.943), of fixed interest rate (conventional) reaching 3,60 % per annum and therefore no interest rate risk exists. The remaining long and shortterm bank liabilities of the Group are subject to volatile interest rates, a fact exposing the Group to cash flow interest rate risk.
The Management monitors on a continuous basis fluctuations in interest rates and the financing needs of the Group and evaluates the appropriate period of loans and the relationship between fixed and adjusted rate.
As of the 31/12/2009, if the bank liabilities respective interest rates were 0,50 % higher/lower and all other variables remained stable, the Results after tax and Net Equity of the Group would appear decreased/increased by approximately € 641, mainly because of increased/decreased debit interest cost that would emerge from loans with floating rate.
Credit risk is managed on group basis. Credit risk emerges from insufficient cash and cash equivalents, bank deposits, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions.
The main income sources of the Group from the health care originate from social security funds, individual customers and insurance firms. The Group has a significant concentration of its receivable claims, mainly due to the fact that most of these relate to receivables from social security funds and insurance companies. The credit risk arising receivables from social security funds and insurance companies is considered limited. Securitization of receivable claims on account from individual customers is ensured via the wide dispersion of the Group's customer base and sufficient collateral where appropriate.
The main sources of revenue for the Group from the activities of the IT industry and high technology originate from construction contracts relating to the design and development of integrated electronic systems and services related to high technology defense systems primarily for the Greek government. The fact that the revenue of IT industry and high technology is dependent upon the partial completion of projects does not ensure a smooth and predictable flow of revenue. Therefore the results of the industry may have significant annual fluctuations. Note that the revenue of the industry is a small percentage of total revenue (3.0%).
The main sources of revenue for the Group from activities related to the financial
transactions industry, consist mainly of private clients to whom services are provided mainly for processing shares traded on regulated stock markets in Greece and abroad. Credit risk is managed by the legal department to minimize risk and provide adequate legal security.
Prudent liquidity risk management implies sufficient cash collateral and the availability of funding through adequate credit facilitations. Due to the dynamic expansion of its activities, the Group maintains flexibility in funding by maintaining availability of bank credit. Also, the Group has signed factoring agreements aiming at supporting its working capital.
The Management monitors the rolling cash forecasts on the basis of expected Group cash flows. The following table demonstrates an analysis of financial liabilities in accordance with their contractual arrangement dates
The following table demonstrates an analysis of financial liabilities in accordance with their contractual arrangement dates.
| 31/12/2009 | Up to 1 year | From 1 to 2 years | From 2 to 5 years | More than 5 years |
|---|---|---|---|---|
| Loans | 115.417 | 46.965 | 245.341 | 29.804 |
| Suppliers and other liabilities | 146.918 | 0 | 0 | 0 |
| 31/12/2008 | Up to 1 year | From 1 to 2 years | From 2 to 5 years | More than 5 years |
| Loans | 108.700 | 46.965 | 238.445 | 16.087 |
| Suppliers and other liabilities | 176.779 | 0 | 0 | 0 |
The Group's objective when managing its capitals is to preserve the Group's going concern ability, provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure so as to reduce the cost of capital.
The Group monitors capital on the basis of the leverage ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the consolidated statement of financial position) less cash and cash equivalents. Total capital is calculated as equity as shown in the consolidated statement of financial position plus net debt.
More specifically:
| GROUP | ||
|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | |
| Sum of Loans (Note 35) | 437.528 | 410.197 |
| Less: Cash and cash equivalents (Note 30) | (32.952) | (38.386) |
| Net Debt | 404.575 | 371.811 |
| Total Equity | 215.170 | 225.352 |
| Total Working Capital | 619.746 | 597.163 |
| Leverage Ratio | 65,28% | 62,26% |
The change of the leverage ratio of the Group in the closing fiscal year is mainly attributed to: (a) the raise of new funds through bank borrowings which increased net debt by the amount of € 32.764 were mainly used to finance the ongoing comprehensive investment plan for the Group, (b) the revaluation of the own-used property and investment at fair value. The aforesaid revaluation increased the accumulated total income and the equity of the Group by the net amount of € 52,377 (after the deferred tax).
The fair value of financial instruments traded in active markets (such as investment property, trade transactions, available-for sale securities and securities in fair value through profit or loss) is based on quoted market prices upon the date of the financial position. The quoted market price used for financial assets held by the Group is the current supply (bid) price.
The fair value of financial instruments that are not traded in an active market is determined by using the proper for each case valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing upon the relevant statement of financial position date.
As part of the share capital increase of € 60.000 through payment in cash of the subsidiary EUROMEDICA S.A. MEDICAL SERVICES, which took place during the year 2007, the as of 8/6/2007 Shareholders Agreement (Shareholders Agreement) was signed between AXON Holdings SA, HELTHCARE INVESTORS (GREECE) L.L.C. (Or "Investor") and Mr. Thomas Liakounakos.
Under this contract, AXON SA Holding and Mr. Thomas Liakounakos are required to notify in writing and not to receive a written objection by an investor, before any decision regarding a capital increase of subsidiary EUROMEDICA S.A. exceeding € 10 million, a convertible bond issue, a purchase of any listed company, an acquisition of a company, or an investment over € 20 million, is taken. In case of infringement of the above, the Investor shall have the right within three (3) months after he/she gets informed of the infringement to sell his/her shares of AXON Holding S.A. at a price of € 8,00 (euro amount), if three years will have not paced since the contract date and after three years at a price determined by a formula and the share price at the date.
Also, AXON Holding SA undertook the responsibility against the investor to transfer to the latter on the third anniversary of signing the contract, if at that date the share price of EUROMEDICA S.A. is lower than the offered price by up to one dollar and fifty cents at a maximum, such a number of shares so that the final acquisition cost per share of shares then held by the 6,250,000 shares already undertaken by the share capital increase, to equal the then current share price, with a minimum of € 6,50 (euro amount). This requirement does not guarantee a fall in the share price below the price of € 6,50 (euro amount).
As quarantee to the aforementioned contract AXON Holdings SA agreed to pledge 1,504,499 shares of common EUROMEDICA S.A. The voting rights of the pledged shares remain to the Company.
The contract expires at the end of 5 years from the capital increase, or if the investor or member of his invests over € 50 million in a health sector company in Greece or control less than 10% of the share capital of EUROMEDICA S.A., or if the Company and its affiliated companies control less than 20% of EUROMEDICA S.A.
According to the above, the AXON Holding S.A. may transfer , at most, 1,504,499 shares of common EUROMEDICA S.A. at the third (3rd) anniversary of the signing of the contract if the then current share price is below the offering price by € 1,50 (euro amount).
Moreover, AXON Holding SA may lose part of its investment in EUROMEDICA S.A. if it breached its obligations regarding the disclosure to the investor in writing and in cases of significant increases in the share capital of EUROMEDICA S.A.
The management of the Group proceeds in estimates, assumptions, judgements and evaluations in order to select the most suitable accounting principles and rules concerning the future development of events and of the in progress conditions and transactions. These estimates, judgements and assumptions are re-examined periodically so that they correspond to the current facts and reflect the current risks and are based on the previous experience of the Management of the Group concerning the nature and the level of the relative transactions and facts.
The basic estimates and evaluative judgements regarding data, the development of which could influence the financial statements for the next twelve months are as following:
The Group carries out the required by the provisions of the IFRS impairment test of the goodwill arising from mergers or acquisitions of companies whose control is assumed or influenced in an essential way, at least annually. Part of the process of the determination of the recoverable amount of each investment, is the calculation of the value in use of the cash flow generating units in which the relative goodwill has been allocated. The calculation of the value in use requires the estimation of the forecasted (future) cash flows of each cash flow generating unit, as well as the selection of an appropriate discount factor of these in present. (See note 20)
The Group for the recognition of revenue from construction contracts and services related to high-tech defense systems and technology used, as prescribed by IAS 11, uses the percentage of completion method. Under this method to any statement of financial position date is the cost incurred for implementing such contracts in progress compared to the total estimated cost of completion for each of the contracts to determine the percentage of completion. The cumulative effect of revisions of the estimated project costs and the contract revenue are recorded in the periods of accrual. The estimated cost of contract revenue of each manufacturing contract and service for high-technology emerge after Estimation procedures and are reviewed and reassessed at each statement of financial position date.
The Group upon the date of the s statement of financial position make an assessment as to whether there is objective evidence that a financial asset or a portfolio of financial assets have been impaired in value. If any such evidence exists, the Group recognizes the cumulative loss that was directly allocated in equity through the statement of comprehensive income, even though the financial asset is no longer recognized. More details are stated in Note 23.
The Group impairs the value of trade receivables when there is evidence or indications that the collection of each receivable in whole or up to a percentage is not feasible. The Management of the Group proceeds to temporary revaluation of the formulated provision for doubtful debts in relation with the credit policy and data from the Group's Law Department, which arises from processing past data and recent developments of each case.
The provision for income tax under IFRS 12 is calculated by an estimate of payable taxes to tax authorities and includes the current income tax for each use, and provision for additional taxes that might arise in future tax audits. In order for the relative provision of the Company for income taxes to be determined, significant understanding of the above is required. The final statement of income taxes may differ from the amounts which are recorded in the financial statements of the Company and these differences will affect the income tax and provisions for deferred taxes.
Under the current revised disclosure requirements of IFRS 8, the information provided which is related to business sectors, should be as this taken into consideration by the administration in order to allocate the available resources and assess the performance of the subject business.
The assessment of each business is carried out on the bases of sales, operating results and earnings before interest, taxes, depreciation and amortization. The sales between operating segments are eliminated at consolidation.
Information provided to the Board for the presentation of operating segments for the years ended December 31, 2009 and December 31, 2008 are as follows:
| Medical Services |
Information Technology , advanced technology and spesial applications |
Financial Transactions |
Real Estate |
Elimination of intercompany transactions |
Total of Group |
||||
|---|---|---|---|---|---|---|---|---|---|
| Sales to third parties | 254.246 | 7.965 | 2.373 | 0 | (716) | 263.869 | |||
| Less : Total cost of sales | (199.305) | (5.546) | (1.961) | 0 | 393 | (206.419) | |||
| Gross profit (loss) | 54.941 | 2.419 | 411 | 0 | (322) | 57.450 | |||
| Other operating income | 4.361 | 569 | 418 | 0 | 0 | 5.348 | |||
| Administrative expenses | (25.936) | (2.401) | (691) | 0 | 0 | (29.028) | |||
| Research and development expenses | 0 | (239) | 0 | 0 | 0 | (239) | |||
| Selling expenses | (3.638) | (240) | (4.630) | 0 | 0 | (8.508) | |||
| Other operating expenses | (5.525) | (1.817) | (866) | 0 | (75) | (8.282) | |||
| Operational profit (loss) | 24.204 | (1.709) | (5.357) | 0 | (397) | 16.741 | |||
| Finance cost | (19.066) | ||||||||
| Result of ordinary activities | (2.326) | ||||||||
| Investment income | 1.395 | ||||||||
| Results before taxes | (931) | ||||||||
| Income taxes | (5.627) | ||||||||
| Results after taxes | (6.558) | ||||||||
| Other information of the Statement of comprehensive Income Depretation and Amortization 18.655 1.639 194 0 (150) 20.339 |
| Medical Services |
Information Technology , advanced technology and spesial applications |
Financial Transactions |
Real Estate |
Elimination of intercompany transactions |
Total of Group |
|
|---|---|---|---|---|---|---|
| Sales to third parties | 228.357 | 21.010 | 2.407 | 0 | (427) | 251.347 |
| Less : Total cost of sales | (180.660) | (18.351) | (2.084) | 0 | 293 | (200.802) |
| Gross profit (loss) | 47.697 | 2.658 | 323 | 0 | (133) | 50.545 |
| Other operating income | 4.741 | 1.218 | 339 | 0 | (904) | 5.393 |
| Administrative expenses | (24.639) | (2.834) | (1) | 0 | 0 | (27.473) |
| Research and development expenses | 0 | (402) | 0 | 0 | (0) | (402) |
| Selling expenses | (2.787) | (384) | (35) | 0 | (0) | (3.207) |
| Other operating expenses | (906) | (2.275) | (165) | 0 | (42) | (3.388) |
| Operational profit (loss) | 24.105 | (2.020) | (177) | 0 | (440) | 21.468 |
| Finance cost | (22.505) | |||||
| Result of ordinary activities | (1.037) | |||||
| Investment income | (14.736) | |||||
| Results before taxes | (15.773) | |||||
| Income taxes | 3.049 | |||||
| Results after taxes | (12.724) | |||||
| Other information of the Statement of comprehensive Income | ||||||
| Depretation and Amortization | 15.069 | 2.709 | 236 | 0 | (43) | 17.971 |
Information provided to the Board in relation to total assets and liabilities measured in a manner consistent with the one used in financial statements. These assets and liabilities are allocated based on physical location and operation of the department, respectively. The breakdown of consolidated assets and liabilities to each operating segment is as follows:
| Medical Services |
Information Technology , advanced technology and spesial applications |
Financial Transactions |
Real Estate |
Elimination of intercompany transactions |
Total of Group |
|
|---|---|---|---|---|---|---|
| Investement in property , plant and equipment | 66.108 | 259 | 87 | 0 | 873 | 67.327 |
| 0 | 0 | 0 | 0 | 0 | 0 | |
| Intangible assets | 5.978 | 121 | 398 | 0 | (351) | 6.145 |
| Tangible assets | 438.095 | 12.584 | 1.313 | 0 | 9.423 | 461.416 |
| Goodwill | 35.961 | 13.736 | 0 | 0 | 82.761 | 132.458 |
| Holdings and other investements | 185.636 | 181.214 | 4.408 | 0 | (330.144) | 41.114 |
| Investement property | 1.269 | 0 | 565 | 49.745 | 0 | 51.579 |
| Other asset items | 292.604 | 102.726 | 7.048 | 0 | (109.022) | 293.356 |
| Total liabilities | (637.375) | (156.978) | (10.190) | 0 | 93.690 | (710.852) |
| Total equity | 322.168 | 153.403 | 3.542 | 49.745 | (253.643) | 275.215 |
| Medical Services |
Information Technology , advanced technology and spesial applications |
Financial Transactions |
Real Estate |
Elimination of intercompany transactions |
Total of Group |
|
|---|---|---|---|---|---|---|
| Investement in property , plant and equipment | 68.486 | 338 | 221 | 0 | (14.631) | 54.414 |
| 0 | 0 | 0 | 0 | 0 | 0 | |
| Intangible assets | 5.106 | 1.011 | 393 | 0 | (311) | 6.198 |
| Tangible assets | 342.408 | 19.565 | 2.314 | 0 | 5.965 | 370.252 |
| Goodwill | 35.961 | 14.257 | 0 | 0 | 80.222 | 130.440 |
| Holdings and other investements | 144.324 | 186.101 | 4.408 | 0 | (280.663) | 54.170 |
| Investement property | 1.206 | 0 | 651 | 28.771 | 0 | 30.628 |
| Other asset items | 287.099 | 86.651 | 8.769 | 0 | (104.975) | 277.545 |
| Total liabilities | (566.045) | (161.541) | (8.547) | 0 | 92.252 | (643.881) |
| Total equity | 250.058 | 146.045 | 7.988 | 28.771 | (207.509) | 225.352 |
Cost of sales is analyzed as follows:
| Cost of sales | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 | |
| Cost of goods | 73.695 | 82.126 | 1.254 | 3.494 |
| Personel costs | 59.386 | 52.058 | 69 | 231 |
| Third party fees | 18.063 | 20.299 | 3 | 20 |
| Third party elaborations | 1.585 | 634 | 0 | 0 |
| Other third party fees | 6.374 | 1.860 | 53 | 131 |
| Rent expenses | 3.359 | 3.486 | 0 | 0 |
| Repairs and maintenance expenses | 3.550 | 3.834 | 9 | 0 |
| Other supplies | 12.155 | 10.549 | 20 | 19 |
| Sundry taxes and duties | 2.343 | 2.100 | 39 | 9 |
| Transportation expenses | 297 | 475 | 1 | 1 |
| Travelling expenses | 274 | 333 | 0 | 0 |
| Advertising and promotional expenses | 390 | 437 | 0 | 0 |
| Other expenses | 8.746 | 7.079 | 39 | 2 |
| Depreciation expenses | 15.428 | 15.049 | 660 | 2.337 |
| Provision for Staff retirement indemnities | 774 | 484 | 0 | 0 |
| Total | 206.419 | 200.802 | 2.147 | 6.245 |
Other income is analyzed as follows:
| GROUP | COMPANY | ||
|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 |
| 304 | 209 | 0 | 0 |
| 1.090 | 1.142 | 0 | 0 |
| 1.994 | 1.891 | 387 | 376 |
| 147 | 130 | 0 | 1 |
| 131 | 194 | 0 | 0 |
| 14 | 22 | 0 | 0 |
| 12 | 18 | 0 | 267 |
| 267 | 85 | 1 | 3 |
| 208 | 384 | 3 | 49 |
| 0 | 396 | 0 | 396 |
| 377 | 16 | 0 | 0 |
| 179 | 36 | 0 | 0 |
| 0 | 96 | 0 | 0 |
| 626 | 773 | 0 | 0 |
| 5.348 | 5.393 | 391 | 1.092 |
Administrative expenses are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Personnel costs | 13.568 | 12.560 | 342 | 406 |
| Third party fees | 2.360 | 3.146 | 0 | 0 |
| Third party elaboration | 302 | 421 | 0 | 0 |
| Other third party fees | 1.122 | 1.342 | 165 | 235 |
| Rents | 314 | 294 | 9 | 7 |
| Repairs and maintenance | 344 | 573 | 12 | 9 |
| Other supplies | 1.162 | 877 | 10 | 13 |
| Sundry taxes and duties | 941 | 1.042 | 74 | 3 |
| Transportation expenses | 192 | 138 | 1 | 1 |
| Travelling expenses | 156 | 174 | 0 | 9 |
| Advertising and promotional expenses | 261 | 209 | 4 | 6 |
| Other expenses | 2.585 | 3.256 | 29 | 97 |
| Depreciation expenses | 4.755 | 2.865 | 633 | 15 |
| Provision for staff retirement indemnities | 265 | 576 | 9 | 64 |
| Balance | 28.326 | 27.473 | 1.288 | 864 |
Research and development expenses are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Personnel costs | 140 | 328 | 0 | 0 |
| Third party fees | 38 | 9 | 0 | 0 |
| Third party supplies | 9 | 5 | 0 | 0 |
| Sundry taxes and duties | 3 | 1 | 0 | 0 |
| Other expenses | 0 | 9 | 0 | 0 |
| Provision for staff retirement indemnities | 2 | 0 | 0 | 0 |
| Depreciation expenses | 46 | 50 | 0 | 0 |
| Balance | 239 | 402 | 0 | 0 |
Distribution expenses are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Personnel costs | 948 | 556 | 0 | 0 |
| Third party elaboration | 2 | 4 | 0 | 0 |
| Other third party fees | 28 | 71 | 0 | 0 |
| Rents | 222 | 140 | 0 | 0 |
| Repairs and maintenance | 26 | 19 | 0 | 0 |
| Other supplies | 81 | 28 | 0 | 0 |
| Sundry taxes and duties | 105 | 102 | 0 | 0 |
| Transportation expenses | 23 | 13 | 0 | 0 |
| Travelling expenses | 21 | 41 | 0 | 0 |
| Advertising and promotional expenses | 283 | 315 | 0 | 0 |
| Other expenses | 323 | 622 | 0 | 0 |
| Depreciation expenses | 155 | 57 | 0 | 0 |
| Provision for doubtful accounts receivables | 6.283 | 1.240 | 0 | 0 |
| Balance | 8.501 | 3.207 | 0 | 0 |
Other operating expenses are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Tax and other fines and surcharges | 252 | 225 | 29 | 32 |
| Extraordinary and non operating expenses and losses | 382 | 357 | 0 | 0 |
| Losses from disposal of fixed assets | 267 | 34 | 83 | 0 |
| Losses from doubtful depts | 20 | 236 | 0 | 0 |
| Social security contributions | 8 | 22 | 0 | 0 |
| Prior year's tax and other fines | 138 | 1.595 | 0 | 0 |
| Other prior year's expenses | 581 | 804 | 0 | 0 |
| Provisions for contingent liabilities | 305 | 0 | 0 | 0 |
| Exchange Differences | 8 | 2 | 0 | 0 |
| Impairment in owner occupied property | 6.321 | 113 | 0 | 0 |
| Balance | 8.282 | 3.388 | 111 | 33 |
The Group at 31/12/2009 has reassessed the fair value of owned property (land and buildings) which resulted the decrease at the amount of € 6.321 of the book value of certain own-used property. Said reduction was recognized as an expense in the statement of comprehensive income . There was not any relevant effect on the Company's financial statements.
Financial income and expenses are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Finance cost (net) | 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 |
| Debit interest from banking liabilities | 17.827 | 23.226 | 1.837 | 2.845 |
| Other financial expenses | 1.947 | 364 | 98 | 6 |
| Total financial expenses | 19.775 | 23.591 | 1.936 | 2.851 |
| Credit interest and relative income | 704 | 1.080 | 0 | 23 |
| Other financial income | 4 | 5 | 0 | 0 |
| Total financial income | 708 | 1.086 | 0 | 23 |
| Net financial income (expenses) | (19.066) | (22.505) | (1.936) | (2.828) |
Investment income (expense) is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Income from investments | 1.269 | 1.808 | 0 | 1.009 |
| Profit from participation in associate companies | 82 | 0 | 0 | 0 |
| Profit from valuation of investment property at fair value | 21.190 | 0 | 19.936 | 0 |
| Other investment income | 311 | 7.855 | 0 | 68 |
| Total investment income | 22.852 | 9.663 | 20.016 | 1.077 |
| Goodwill impairment | 521 | 0 | 521 | 0 |
| Loss from participation in associate companies | 0 | 148 | 0 | 0 |
| Expenses and losses from investments | 3.641 | 269 | 0 | 0 |
| Other investment expenses | 612 | 0 | 0 | 0 |
| Losses from impairment of investments | 16.683 | 0 | 0 | 0 |
| Losses from valuation of investments | (0) | 23.983 | 0 | 0 |
| Total expenses of investments | 21.457 | 24.400 | 521 | 0 |
| Net income (expenses) of investments | 1.395 | (14.736) | 19.495 | 1.077 |
Profit from holdings amounting to € 1.269, regard dividends from available for sale financial assets.
Profit from participation in associates amounting to € 82, regard the participating interest of the Group in the results of associates consolidated by the equity method (see Note 22).
Profit from investments' sales, of € 311 concern: (a) by the amount of € 51 the profit of the sale of the entire participation percentage of the subsidiary company EUROMEDICA S.A. to the subsidiary company named IONIA NEPHROLOGY S.A. AIMOKATHARSIS UNIT and (b) by the amount of €260 the profit generated from the sale of other securities.
Expenses and losses from investments' sales concern: (a) for the amount of € 3.553, the result derived by the sale of 1.416.809 stocks of the listed (Athens Stock Exchange) company IASO S.A., which was included in the item of available for sale financial assets (see Note 23) and (b) for the amount of € 88 the result(loss) derived by the sale of other securities.
The impairment loss on investments amounting to € 16.683, concern the respective loss of the Group's available for sale financial assets which in turn derived upon the impairment test that took place at 31/12/2009 (see Note 23).
Other investment expenses of € 612 refer to taxes paid for redemptions that took place within closing fiscal year.
Earnings from valuation of investment properties at fair value,€ 21.190, refer to the increase of their respective book-value as a result of the revaluation carried out by the Group at 31/12/2009.
The income tax charges of the income statement are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Income taxes | 4.282 | 4.096 | 0 | 80 |
| Prior years tax audit differences | 1.528 | 738 | 557 | 401 |
| Reversal of provisions taken for unaudited tax years |
(1.994) | 0 | (557) | (401) |
| Other taxation | 806 | 734 | 0 | 303 |
| Deferred taxes | (10) | (10.403) | 2.187 | (1.978) |
| Tax provision for unaudited fiscal years | 1.015 | 1.786 | 121 | 247 |
| Total taxes reported in the Statement of comprehensive Income |
5.627 | (3.049) | 2.309 | (1.348) |
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
|---|---|---|---|---|
| Profits before tax | (931) | (15.773) | 17.093 | (848) |
| Tax calculated by Company's' tax rate (2009: 25 %, 2008: 25 %) |
(233) | (3.943) | 4.273 | (212) |
| Expenses non deductible according to tax legislation |
5.628 | (1.177) | (2.086) | (1.131) |
| Prior years tax differences | 1.528 | 738 | 557 | 401 |
| Reversal of provisions taken for unaudited tax years |
(1.994) | 0 | (557) | (401) |
| Income deductible from income tax | (317) | (452) | 0 | (252) |
| Provision for tax unaudited fiscal years | 1.015 | 1.786 | 121 | 247 |
| Total taxes reported in the Statement of comprehensive Income |
5.627 | (3.049) | 2.309 | (1.348) |
The fact that in certain occasions income and expenses are recognized in a different period than that when income is taxed and the expenses are deducted for the purpose of taxable income definition, creates the necessity for recognition of deferred tax assets or deferred tax liabilities. The realised by the Group deferred tax asset (liability) is analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1-31/12/2008 | 1/1-31/12/2009 | 1/1- 31/12/2008 |
||
| Deferred tax assets | 10.284 | 8.191 | 224 | (797) | |
| Deferred tax liabilities | (47.114) | (34.116) | (9.397) | (6.175) | |
| Total deferred taxes in the Statement of Financial Position |
(35.284) | (25.925) | (9.173) | (6.972) |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1-31/12/2008 | 1/1-31/12/2009 | 1/1- 31/12/2008 |
|
| Beginning balance | (25.925) | (22.201) | (6.972) | (9.093) |
| Income taxes charged to the income statement |
258 | (10.403) | (2.187) | 1.978 |
| Income taxes charged directly to equity | (9.617) | 6.679 | (14) | 143 |
| Ending balance | (35.284) | (25.925) | (9.173) | (6.972) |
| GROUP | ||||||
|---|---|---|---|---|---|---|
| 1/1- 31/12/2008 |
(Debit)/Credit of Results |
Debit / (Credit) of Equity |
1/1- 31/12/2009 |
|||
| Deferred tax liabilities | ||||||
| Revaluation of fixed assets | (8.842) | 106 | 579 | (8.157) | ||
| Finance lease contracts of tangible assets |
(3.112) | (626) | (2) | (3.740) | ||
| Fixed assets depreciation expenses | (2.695) | (647) | (5) | (3.347) | ||
| Expenses of bond loan base in an effective interest rate |
(1.110) | (121) | 0 | (1.230) | ||
| Revaluation of fixed assets in fair value | (10.260) | (3.735) | (9.432) | (23.428) | ||
| Income adjustment according to the stage of completion |
(1.859) | 539 | 0 | (1.319) | ||
| Gain from sales of shares | (5.398) | 0 | 0 | (5.398) | ||
| Deferred tax of merged company | (5.074) | 695 | (9) | (4.388) | ||
| Credit exchange rate differences | (29) | 55 | 0 | 25 | ||
| Gains / (losses) from sale of shares | (2.108) | 0 | 0 | (2.107) | ||
| Investment value adjustment | 6.370 | 1.816 | (2.212) | 5.974 | ||
| (34.116) | (1.917) | (11.081) | (47.114) | |||
| Deferred tax assets | ||||||
| Deracognition of formation expenses | (40) | (125) | 1 | (165) | ||
| Accounts Receivables value adjustment | 2.639 | 1.196 | 0 | 3.835 | ||
| Expenses of share capital increase | 1.892 | 450 | (83) | 2.259 | ||
| Provision for staff retirement indemnities |
1.421 | 30 | 0 | 1.452 |
| Tax losses brought forward | 2.104 | 621 | 0 | 2.725 |
|---|---|---|---|---|
| Result from the sale of assets | 79 | 1 | 0 | 80 |
| Recognition of bond loan expenses | 0 | 0 | 0 | 0 |
| Grants for investments in fixed assets | 95 | 3 | 0 | 98 |
| 8.191 | 2.175 | (82) | 10.284 | |
| Net deferred tax assets in the Statement of Financial Position |
(25.925) | 258 | (11.163) | (36.830) |
| Disclosure in the Statement of Financial Position: |
||||
| Deferred tax assets | 1.925 | 2.633 | ||
| Deferred tax liabilities | (27.851) | (39.464) | ||
| (25.925) | (36.830) |
| COMPANY | ||||||
|---|---|---|---|---|---|---|
| 1/1- 31/12/2008 |
(Debit)/Credit of Results |
Debit / (Credit) of Equity |
1/1- 31/12/2009 |
|||
| Deferred tax liabilities | ||||||
| Adjustment of fixed assets | (1.176) | 107 | 0 | (1.069) | ||
| Investment value adjustment | (42) | 57 | (14) | 0 | ||
| Provision for reserve regarding sale of shares |
0 | 0 | 0 | 0 | ||
| Deferred tax of merged company | (5.074) | 695 | 0 | (4.380) | ||
| Revaluation of fixed assets in fair value | 0 | (4.101) | 0 | (4.101) | ||
| Gains/losses from disposal of assets | (1) | 1 | 0 | 0 | ||
| Derecognition of formation expenses | 0 | 152 | 0 | 152 | ||
| Fixed assets depreciation expenses | 118 | (118) | 0 | 0 | ||
| (6.175) | (3.208) | (14) | (9.397) | |||
| Deferred tax assets | ||||||
| Derecognition of formation expenses | (18) | 18 | 0 | 0 | ||
| Fixed assets depreciation expenses | 0 | 169 | 0 | 169 | ||
| Receivable accounts value adjustment | (957) | 886 | 0 | (71) | ||
| Expenses from share capital increase | 129 | 0 | 0 | 129 | ||
| Recognition of bond loan expenses | 33 | (55) | 0 | (22) | ||
| Provision for staff retirement indemnities |
16 | 1 | 0 | 18 | ||
| (797) | 1.020 | 0 | 224 | |||
| Net deferred tax liabilities in the Statement of Financial Position |
(6.972) | (2.187) | (14) | (9.173) |
The calculation of the basic earnings(losses) per share is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Net profit attributable to common holders of the parent Weighted average number of outstanding shares |
602 | (9.712) | 14.785 | 500 |
| 40.511.610 | 40.511.610 | 40.511.610 | 40.511.610 | |
| Less: Weighted average number of treasury shares |
2.302.173 | 2.262.902 | 191.854 | 190.246 |
| Total weighted average number of outstanding shares |
38.209.437 | 38.248.708 | 40.319.756 | 40.321.364 |
| Basic earnings (losses) per share (in €) | 0,0158 | (0,2539) | 0,3667 | 0,0124 |
The tangible assets of the Group are analyzed as follows:
| Land | Buildings and installations |
Machinery and equipment |
Transportation means |
Furniture and fixtures |
Construction in progress |
Total | |
|---|---|---|---|---|---|---|---|
| Acquisition or valuation cost | |||||||
| At 31/12/2008 | 124.266 | 148.321 | 124.536 | 2.115 | 28.442 | 19.678 | 447.358 |
| Additions in the period 2009 | 10.134 | 19.155 | 17.199 | 579 | 2.384 | 29.587 | 79.039 |
| Disposals in the period 2009 | 0 | (3) | (979) | (44) | (241) | (14.406) | (15.672) |
| Revaluation of fixed assets in fair value | 18.696 | (1.606) | 0 | 0 | 0 | 17.255 | 34.345 |
| Consolidation of new subsidiaries | 17 | 142 | 231 | 20 | 111 | 0 | 522 |
| Total at 31/12/2009 | 153.114 | 166.010 | 140.988 | 2.670 | 30.697 | 52.115 | 545.593 |
| Accumulated depreciation | |||||||
| At 31/12/2008 | 0 | 13.145 | 47.343 | 1.066 | 15.552 | 0 | 77.106 |
| Additions in the period 2009 | 0 | 4.399 | 11.578 | 260 | 1.966 | 0 | 18.202 |
| Disposals in the period 2009 | 0 | 0 | (949) | (31) | (196) | 0 | (1.176) |
| Revaluation of fixed assets in fair value | 0 | (10.009) | 0 | 0 | 0 | 0 | (10.009) |
| Consolidation of new subsidiaries | 0 | 21 | 18 | 0 | 15 | 0 | 55 |
| Total at 31/12/2009 | 0 | 7.556 | 57.989 | 1.295 | 17.338 | 0 | 84.178 |
| Net book value | |||||||
| At 31/12/2008 | 124.266 | 135.176 | 77.193 | 1.049 | 12.890 | 19.678 | 370.252 |
| At 31/12/2009 | 153.114 | 158.454 | 82.999 | 1.375 | 13.359 | 52.115 | 461.416 |
The owner occupied property of the Group has been valued at fair value at 31/12/2009 by certified independent appraisers. The relevant estimations were based on appropriate valuation methods depending on the nature and use of valued assets. The goodwill of said assets amounted to €44.354. The aforesaid goodwill had as a consequence the increase of other comprehensive income and equity of the Group and the Company for the amount of € 35.426 (of which € 22.291 corresponded to minority shareholders). To be noted that the aforesaid amounts are net of related deferred tax liability.The increase of the tangible assets' balance of the Group amounted to € 44.354..
The depreciations of the owned premises for the closing fiscal year were calculated on the basis of their values as valid prior to the estimation of 31/12/2009 and therefore the balance of the depreciations of owner-occupied property, which fell on the consolidated statement of comprehensive income for the closing fiscal year, has not been affected from the revaluation of the subject property at their fair value.
The depreciations of the year (including amortization of goodwill) increased the cost of sales by the amount of € 15.428 (2008: € 15.049), the administrative expenses by the amount € 4.755 (2008: € 865) and the operating costs of disposal by the amount of € 155 (2008 : € 57).
Depreciation expenses amounting to € 5.695 (2008: € 3.841)) resulting from finance lease contracts of machinery, other equipment, transportation means and software are included in the statement of comprehensive income . The net book value of the leased assets of the Group totaled € 54.259 (2008: € 40.214). The tangible assets of the Company are analyzed as follows:
| COMPANY | |||||
|---|---|---|---|---|---|
| Machinery and equipment |
Transportation Furniture and fixtures means |
Construction in progress |
Total | ||
| Acquisition or valuation cost | |||||
| At 31/12/2008 | 5.000 | 314 | 72 | 0 | 5.386 |
| Additions in the period 2009 | 0 | 0 | 0 | 0 | 0 |
| Disposals in the period 2009 | 0 | 0 | 0 | 0 | 0 |
| Total at 31/12/2009 | 5.000 | 314 | 72 | 0 | 5.386 |
| Accumulated depreciation | |||||
| At 31/12/2008 | 708 | 20 | 69 | 0 | 798 |
| Additions in the period 2009 | 392 | 31 | 0 | 0 | 424 |
| Disposals in the period 2009 | 0 | 0 | 0 | 0 | 0 |
| Total at 31/12/2009 | 1.101 | 51 | 69 | 0 | 1.221 |
| Net book value | |||||
| At 31/12/2008 | 4.292 | 294 | 3 | 0 | 4.588 |
| At 31/12/2009 | 3.899 | 263 | 3 | 0 | 4.165 |
The depreciation of the fiscal year (including the depreciation and amortization expenses of intangible assets) charged to the cost of sales and to the administrative expenses totaled € 660 (2008: € 2.337) and € 633 (2008: € 15) respectively.
In the third quarter of the prior year, the Group adopted the amended version of IAS 23 prior to its implementation date, according to which the borrowing cost directly attributed to the acquisition, construction or production of an asset, which requires substantial amount of time so as to become ready for use or sale, should be included in such asset's cost. Consequently, the borrowing cost totaling to € 964 (2008: € 764), which derives from bank loans related to construction, alteration or heavy maintenance of clinics and other relative premises, was included in the category of fixed assets under construction and did not burden the results of the Group for the closing fiscal year.
Mortgage prenotations of € 24.800 for the Company and € 98.334 for the Group have been registered as guarantee for bank liabilities, letters of guarantee and Greek state receivables.
The intangible assets of the Group are analyzed as follows:
| GROUP | |||||||
|---|---|---|---|---|---|---|---|
| Software | Licenses and other rights | Rental Rights | Contracts | Total | |||
| Acquisition or valuation cost | |||||||
| At 31/12/2008 | 6.235 | 1.518 | 70 | 2.469 | 10.293 | ||
| Additions in the period 2009 | 1.011 | 1.070 | 0 | 0 | 2.081 | ||
| Disposals in the period 2009 | 0 | 0 | 0 | 0 | 0 | ||
| Consolidation of new subsidiaries | 3 | 0 | 0 | 0 | 3 | ||
| Total at 31/12/2009 | 7.249 | 2.588 | 70 | 2.469 | 12.376 | ||
| Accumulated depreciation | |||||||
| At 31/12/2008 | 1.770 | 721 | 1 | 1.603 | 4.094 | ||
| Additions in the period 2009 | 739 | 521 | 9 | 866 | 2.136 | ||
| Disposals in the period 2009 | 0 | 0 | 0 | 0 | 0 | ||
| Consolidation of new subsidiaries | 0 | 0 | 0 | 0 | 0 | ||
| Total at 31/12/2009 | 1.242 | 10 | 2.469 | 6.231 | 43 | ||
| Net book value | |||||||
| At 31/12/2008 | 4.465 | 798 | 69 | 866 | 6.198 | ||
| At 31/12/2009 | 4.739 | 1.346 | 60 | 0 | 6.145 |
The intangible assets of the Company are analyzed as follows:
| COMPANY | |||
|---|---|---|---|
| Software | Contracts | Total | |
| Acquisition or valuation cost | |||
| At 31/12/2008 | 41 | 2.469 | 2.511 |
| Additions in the period 2009 | 0 | 0 | 0 |
| Disposals in the period 2009 | 0 | 0 | 0 |
| Consolidation of new subsidiaries | 0 | 0 | 0 |
| Total at 31/12/2009 | 41 | 2.469 | 2.511 |
| Accumulated depreciation | |||
| At 31/12/2008 | 8 | 1.603 | 1.611 |
| Additions in the period 2009 | 3 | 866 | 870 |
| Disposals in the period 2009 | 0 | 0 | 0 |
| Consolidation of new subsidiaries | 0 | 0 | 0 |
| Total at 31/12/2009 | 11 | 2.469 | 2.481 |
| Net book value | |||
| At 31/12/2008 | 33 | 866 | 900 |
| At 31/12/2009 | 30 | 0 | 30 |
The movement of goodwill for the year ended 31/12/2009 is analyzed as follows:
| SECTOR | Balance at 31/12/2008 |
Additions / (Disposals) |
Impairment | Balane at 31/12/2009 |
|---|---|---|---|---|
| HEALTHCARE | 95.118 | 2.538 | 0 | 97.656 |
| FINANCIAL SERVICES | 7 | 0 | 0 | 7 |
| IT, TECHNOLOGY AND SPECIFIC APPLICATIONS | 35.316 | 0 | (521) | 34.795 |
| ` | 130.440 | 2.538 | (521) | 132.458 |
The Group during the closing fiscal year acquired the control of three (3) new subsidiaries: (1) the company X-Ray Center SIOVAS GREVENON S.A. which operates X-ray laboratory in the town of Grevena, (2) of the company S.A. MEDICAL SERVICES AND REHABILITATION, which operates A recovery and rehabilitation hospital in the city of Larissa and (3) of the company ALFA S.A. NEFRODYNAMIKI which provides specialized dialysis services in the city of Serres.
The goodwill that resulted from acquiring control of several of the above mentioned companies as well as companies whose control was acquired in previous years, was finalized during the current year while for the rest of the companies is provisional. More specifically:
The respective amounts of goodwill arisen from the acquisition of the subsidiary company X-Ray Center SIOVAS GREVENON S.A. were determined based on the book values of the balance sheet of the acquired companies and are provisional. The determination of the fair value of assets, liabilities and contingent liabilities of the acquired companies, the price allocation of acquisition based on the provisions of IFRS 3 "Business Combinations" as well as the consequent final determination of the relevant goodwill will be accomplished in a subsequent period, since the Group has followed the provisions of such Standard regarding the finalization of the above-mentioned figures within twelve months from the acquisition date.
The book acquisition values, total acquisition price and resulting provisional goodwill for the Group on 1/2/2009, i.e. acquisition date of X-Ray Center SIOVAS GREVENON S.A. are as follows:
| Book values at the date of first consolidation |
|
|---|---|
| ASSETS | |
| Tangible assets | 49 |
| Cash and cash equivalents | 3 |
| Total Assets | 52 |
| LIABILITIES | |
|---|---|
| Suppliers & other liabilities | 3 |
| Total Liabilities | 3 |
| Net value of assets | 49 |
| Total acquisition cost | 350 |
| Less: Net value of assets acquired(30,5%) Less: Net value of acquired assets (49,0 %) |
(15) |
| Less: Third party holdings in the initial investment (indirect participation) |
(135) |
| Resulting finalized goodwill | 200 |
The book acquisition values, total acquisition price and resulting provisional goodwill for the Group on 20/8/2009, i.e. acquisition date of ALFA S.A. NEFRODYNAMIKI, are as follows:
| ASSETS | |
|---|---|
| Tangible assets | 43 |
| Inventories | 20 |
| Trade and other receivables | 480 |
| Cash and cash equivalents | 40 |
| Total Assets | 583 |
| LIABILITIES | |
| Suppliers & other liabilities | 522 |
| Short-term tax liabilities | 1 |
| Total Liabilities | 523 |
| Net value of assets | 60 |
| Total acquisition cost | 2.000 |
| Less: Net value of acquired assets (49,0 %) | (18) |
| Less: Third party holdings in the initial investment (indirect participation) | (753) |
| Resulting finalized goodwill | 1.229 |
The respective amounts of goodwill arising from the acquisition of the subsidiary S.A. MEDICAL SERVICES AND REHABILITATION were determined and finalized based on the fair values of the assets, liabilities and contingent liabilities as valid upon the date of said acquisition.
The fair acquisition values, total acquisition price and resulting finalized goodwill for the Group on 1/3/2009, i.e. acquisition date of S.A. MEDICAL SERVICES AND REHABILITATION, are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 327 | 327 |
| Intangible assets | 2 | 2 |
| Long-term receivables | 8 | 8 |
| Trade and other receivables | 1.599 | 1.599 |
| Cash and cash equivalents | 72 | 72 |
| Total Assets | 2.008 | 2.008 |
| LIABILITIES | ||
| Long term bank loans | 220 | 220 |
| Deferred tax liabilities | 5 | 5 |
| Short-term bank liabilities | 219 | 219 |
| Suppliers & other liabilities | 635 | 635 |
| Short-term tax liabilities | 413 | 413 |
| Total Liabilities | 1.492 | 1.492 |
| Net value of assets | 515 | 515 |
| Total acquisition cost | 2.100 | |
| Less: Net value of acquired assets (37,4 %) | (139) | |
| Less: Third party holdings in the initial investment (indirect participation) | (791) | |
| Resulting finalized goodwill | 1.116 |
The respective amounts of goodwill arisen from the acquisitions of the subsidiary companies IPPOKRATIS MRI S.A., DIAGNOSTIC CENTER LARISA S.A., NEUROLOGICAL PSYCHIATRIC CLINIC A. PISSALIDIS – A. KARIPIS S.A., PRIVATE DIAGNOSTIC LABORATORY ALEXANDRIO S.A., PRIVATE DIAGNOSTIC LABORATORY OF WESTERN THESSALONIKI S.A., VOGIATZIS PRIVATE DIAGNOSTIC LABORATORY S.A., and AXIAL DIAGNOSIS S.A., were determined on the basis of the fair values of assets, liabilities and contingent liabilities thereof at their acquisition date and are finalized.
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 1/2/2008, i.e. acquisition date of IPPOKRATIS MRI S.A., are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 182 | 13 |
| Intangible assets | 1 | 0 |
| Long-term receivables | 3 | 3 |
| Deferred tax assets | 33 | 0 |
| Inventories | 10 | 10 |
| Trade and other receivables | 567 | 840 |
| Cash and cash equivalents | 136 | 136 |
| Total Assets | 931 | 1.002 |
| LIABILITIES | ||
|---|---|---|
| Provisions for contingent risks and expenses | 2 | 0 |
| Suppliers & other liabilities | 78 | 78 |
| Short-term tax liabilities | 61 | 61 |
| Total Liabilities | 142 | 140 |
| Net value of assets | 790 | 862 |
| Total acquisition cost | 510 | |
| Less: Net value of acquired assets (27,5%) | (217) | |
| Less: Third parties percentage on the initial investment (indirect participation) | (345) | |
| Resulting finalized goodwill | (52) |
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 15/9/2008, i.e. acquisition date of DIAGNOSTIC CENTER LARISA S.A., are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 39 | 29 |
| Intangible assets | 127 | 0 |
| Long-term receivables | 2 | 2 |
| Deferred tax assets | 16 | 26 |
| Trade and other receivables | 171 | 376 |
| Cash and cash equivalents | 16 | 62 |
| Total Assets | 373 | 496 |
| LIABILITIES | ||
| Other provisions | 11 | 0 |
| Short-term bank liabilities | 70 | 29 |
| Suppliers & other liabilities | 95 | 144 |
| Short-term tax liabilities | 23 | 10 |
| Total Liabilities | 199 | 183 |
| Net value of assets | 174 | 312 |
| Total acquisition cost | 450 | |
| Less: Net value of acquired assets (25,8 %) | (45) | |
| Less: Third parties percentage on the initial investment (indirect participation) | (256) | |
| Resulting finalized goodwill | 149 |
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 22/8/2008, i.e. acquisition date of NEUROLOGICAL PSYCHIATRIC CLINIC A. PISSALIDIS – A. KARIPIS S.A., are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 17 | 25 |
| Intangible assets | 1 | 0 |
| Deferred tax assets | 216 | 0 |
| Trade and other receivables | 328 | 1.121 |
| Cash and cash equivalents | 67 | 225 |
| Total Assets | 629 | 1.370 |
| LIABILITIES | ||
| Long-term Loans | 0 | 0 |
| Provision for staff retirement indemnities | 63 | 0 |
| Other provisions | 5 | 0 |
| Short-term bank liabilities | 119 | 0 |
| Suppliers & other liabilities | 174 | 174 |
| Total Liabilities | 361 | 293 |
| Net value of assets | 268 | 1.077 |
| Total acquisition cost | 3.150 | |
| Less: Net value of acquired assets (30,8 %) | (83) | |
| Less: Third parties percentage on the initial investment (indirect participation) | (1.212) | |
| Resulting finalized goodwill | 1.855 |
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 3/9/2008, i.e. acquisition date of VOGIATZIS PRIVATE DIAGNOSTIC LABORATORY S.A.,, are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 299 | 137 |
| Long-term receivables | 1 | 1 |
| Deferred tax assets | 8 | 1 |
| Inventories | 9 | 9 |
| Trade and other receivables | 160 | 246 |
| Cash and cash equivalents | 33 | 33 |
| Total Assets | 510 | 427 |
| LIABILITIES | ||
| Long-term Loans | 57 | 57 |
| Long-term lease liabilities | 68 | 0 |
| Short-term lease liabilities | 28 | 0 |
| Suppliers & other liabilities | 257 | 257 |
| Short-term tax liabilities | 9 | 9 |
| Total Liabilities | 419 | 323 |
| Net value of assets | 91 | 105 |
|---|---|---|
| Total acquisition cost | 454 | |
| Less: Net value of acquired assets (29,5 %) | (27) | |
| Less: Third parties percentage on the initial investment (indirect participation) | (175) | |
| Resulting finalized goodwill | 252 |
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 25/9/2008, i.e. acquisition date of PRIVATE DIAGNOSTIC LABORATORY ALEXANDRIO S.A., are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 1.571 | 455 |
| Intangible assets | 2 | 2 |
| Long-term receivables | 2 | 2 |
| Deferred tax assets | 29 | 2 |
| Inventories | 2 | 0 |
| Trade and other receivables | 1 | 1 |
| Cash and cash equivalents | 84 | 154 |
| Total Assets | 1.691 | 616 |
| LIABILITIES | ||
| Provision for staff retirement indemnities | 47 | 0 |
| Long-term lease liabilities | 907 | 0 |
| Short-term lease liabilities | 202 | 0 |
| Short-term bank liabilities | 350 | 350 |
| Suppliers & other liabilities | 322 | 253 |
| Total Liabilities | 1.829 | 603 |
| Net value of assets | (138) | 13 |
| Total acquisition cost | 103 | |
| Less: Net value of acquired assets (30,1 %) | 42 | |
| Less: Third parties percentage on the initial investment (indirect participation) | (40) | |
| Resulting finalized goodwill | 105 |
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 25/9/2008, i.e. acquisition date of PRIVATE DIAGNOSTIC LABORATORY OF WESTERN THESSALONIKI S.A., are as follows:
| (Amounts are expressed in thousands Euro, unless otherwise stated) |
|---|
| -------------------------------------------------------------------- |
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 1.164 | 84 |
| Intangible assets | 102 | 2 |
| Long-term receivables | 2 | 2 |
| Deferred tax assets | 16 | 3 |
| Inventories | 5 | 0 |
| Trade and other receivables | 203 | 297 |
| Cash and cash equivalents | 106 | 121 |
| Total Assets | 1.598 | 510 |
| LIABILITIES | ||
| Provision for staff retirement indemnities | 1 | 0 |
| Long-term lease liabilities | 877 | 0 |
| Deferred tax liabilities | 196 | 0 |
| Suppliers & other liabilities | 249 | 185 |
| Short-term tax liabilities | 1 | 0 |
| Total Liabilities | 1.324 | 185 |
| Net value of assets | 275 | 325 |
| Total acquisition cost | 198 | |
| Less: Net value of acquired assets (25,8 %) | (71) | |
| Less: Third parties percentage on the initial investment (indirect participation) | (76) | |
| Resulting finalized goodwill | 51 |
The fair acquisition values, total acquisition price and resulting final goodwill for the Group on 13/11/2008, i.e. acquisition date of AXIAL DIAGNOSIS S.A., are as follows:
| Fair values at the date of goodwill finalization |
Book values at the date of first consolidation |
|
|---|---|---|
| ASSETS | ||
| Tangible assets | 107 | 44 |
| Long-term receivables | 6 | 6 |
| Trade and other receivables | 137 | 137 |
| Cash and cash equivalents | 81 | 81 |
| Total Assets | 331 | 268 |
| LIABILITIES | ||
| Long-term Loans | 51 | 51 |
| Provision for staff retirement indemnities | 15 | |
| Short-term lease liabilities | 12 | |
| Deferred tax liabilities | 51 | 51 |
| Suppliers & other liabilities | 128 | 136 |
| Short-term tax liabilities | 4 | 4 |
| Total Liabilities | 261 | 242 |
| Net value of assets | 70 |
|---|---|
| Total acquisition cost | 643 |
| Less: Net value of acquired assets (62,3 %) | (43) |
| Less: Third parties percentage on the initial investment (indirect participation) | (242) |
| Resulting finalized goodwill | 357 |
It is noted that the fair value of assets, liabilities and contingent liabilities and the resulting goodwill of the above mentioned acquired companies were finalized within the current fiscal year, while the comparative statement of financial position and statement of comprehensive income and cash flow statements of December 31, 2008 were readjusted so as to include the final items that emerged from the purchase price allocation procedure to the assets and liabilities of the acquired companies.
The differentiations in the items of the the consolidated statement of financial position, consolidated statement of comprehensive income and the consolidated cash flow of the Group for the year ended 31st December 2008 are as follows:
| GROUP | ||||
|---|---|---|---|---|
| Statement of financial position | Balance as had previously been published (31/12/2008) |
Effect of goodwill finalization |
Reclassifications of items |
Definitive balances at 31/12/2008 |
| 368.993 5.450 |
1.259 127 |
0 621 |
370.252 6.198 |
|
| ASSETS Fixed Assets Tangible assets Intangible assets Goodwill Investment property Long term receivables Current assets Cash and cash equivalents EQUITY AND LIABILITIES Share premium Reserves Retained earnings / (losses) Treasury shares Total equity attributable to equity holders of the Company Non-controlling interest Total equity Long-term liabilities Loans and borrowings Provision for staff retirement indemnities Other provisions Other long-term liabilities Total long-term liabilities Trade payables & other liabilities Loans and borrowings Short term Income tax payables |
130.108 | 332 | 0 | 130.440 |
| Participations in associates | 6.423 | 0 | 0 | 6.423 |
| Available for sale financial assets | 47.747 | 0 | 0 | 47.747 |
| 30.628 | 0 | 0 | 30.628 | |
| 16.614 | 0 | 0 | 16.614 | |
| Deferred income tax assets | 1.680 | 246 | 0 | 1.925 |
| Total Fixed Assets | 607.642 | 1.964 | 621 | 610.228 |
| Inventories | 27.064 | 0 | 0 | 27.064 |
| Trade and other receivables | 195.893 | (1.726) | (621) | 193.546 |
| Financial assets at fair value through profit or loss | 9 | 0 | 0 | 9 |
| 38.660 | (274) | 0 | 38.386 | |
| Total currents assets | 261.627 | (2.000) | (621) | 259.006 |
| TOTAL ASSETS | 869.269 | (36) | 0 | 869.233 |
| EQUITY | ||||
| Share capital | 24.712 | 0 | 0 | 24.712 |
| 33.373 | 0 | 0 | 33.373 | |
| 4.042 | 5 | 0 | 4.047 | |
| 59.440 (12.866) |
(82) 0 |
0 0 |
59.357 (12.866) |
|
| 108.701 | (77) | 0 | 108.623 | |
| 117.804 | (1.076) | 0 | 116.729 | |
| 226.505 | (1.153) | 0 | 225.352 | |
| LIABILITIES | ||||
| 300.723 6.396 |
774 89 |
0 0 |
301.497 6.484 |
|
| 4.247 | 0 | 0 | 4.247 | |
| Deferred income tax liabilities | 27.875 | (24) | 0 | 27.851 |
| Deferred income attributable to approved government grants | 2.794 | 0 | 0 | 2.794 |
| 1.163 | 0 | 41.562 | 42.725 | |
| 343.198 | 839 | 41.562 | 385.599 | |
| Short-term liabilities | ||||
| 176.692 108.508 |
87 192 |
(41.562) 0 |
135.217 108.700 |
|
| 14.366 | 0 | 0 | 14.366 | |
| Total short-term liabilities | 299.566 | 279 | (41.562) | 258.283 |
| Total liabilities | 642.764 | 1.117 | 0 | 643.881 |
| TOTAL EQUITY AND LIABILITIES | 869.269 | (36) | 0 | 869.233 |
| Balance as had previously been published (31/12/2008) |
Effect of goodwill finalization |
Reclassifications of items |
Definitive balances at 31/12/2008 |
|
|---|---|---|---|---|
| STATEMENT OF COMPREHENSIVE INCOME | ||||
| Sales revenue | 251.708 | (361) | 0 | 251.347 |
| Less: Cost of sales | (200.834) | 32 | 0 | (200.802) |
| Gross profit | GROUP 50.874 (329) 0 5.375 19 0 56.248 (310) 0 (27.411) (63) 0 (402) 0 0 (3.212) 5 0 (3.388) 1 0 21.835 (367) 0 (22.499) (6) 0 (665) (372) 0 (14.756) 19 0 (15.420) (353) 0 3.044 5 0 (12.377) (347) 0 (9.632) (81) 0 (2.745) (267) 0 (14.556) 0 0 0 0 0 6.559 0 0 (7.998) 0 0 (20.375) (347) 0 (14.629) (81) 0 (5.746) (267) 0 (0,2518) |
50.545 | ||
| Other operating income | 5.393 | |||
| 55.938 | ||||
| Administrative expenses | (27.473) | |||
| Research and development expenses | (402) | |||
| Distribution expenses | (3.207) | |||
| Other operating expenses | (3.388) | |||
| Results from operating activities | 21.468 | |||
| Finance costs | (22.505) | |||
| Income from continuing operations | (1.037) | |||
| Profit (Loss) from investments | (14.736) | |||
| Profit before income tax | (15.773) | |||
| Income tax | 3.049 | |||
| Profit for the period | (12.724) | |||
| Attributable to: | ||||
| - Owners of the Company | (9.712) | |||
| - Non-controlling interest | (3.012) | |||
| Other comprehensive income after tax: Valuation of available for sale financial assets at |
(14.556) | |||
| fair value Revaluation of property, plant and equipment at fair value |
0 | |||
| Income tax on other comprehencive income | 6.559 | |||
| Total other comprehensive income after tax | (7.998) | |||
| Total comprehensive income after tax | (20.722) | |||
| Attributable to: | ||||
| - Owners of the Company | (14.710) | |||
| - Non-controlling interest | (6.012) | |||
| Earnings per share (€ per share) | ||||
| Basic | (0,2539) |
| (Amounts are expressed in thousands Euro, unless otherwise stated) | ||
|---|---|---|
| GROUP | ||||
|---|---|---|---|---|
| CASH FLOW STATEMENT | Balance as had previously been published (31/12/2008) |
Effect of goodwill finalization |
Reclassifications of items |
Definitive balances at 31/12/2008 |
| Cash flows from operating activities: | ||||
| Profit before tax | (15.420) | (353) | 0 | (15.773) |
| Plus (less) adjustments for: | ||||
| Depreciation and amortization | 17.913 | 59 | 0 | 17.971 |
| Provisions | 1.159 | 1 | 0 | 1.160 |
| Loss (gain) from disposal of fixed assets | 126 | (19) | 0 | 107 |
| Loss / (gain) from valuation of investment property | 16.301 | (19) | 0 | 16.282 |
| Amortization of government grants | (216) | 0 | 0 | (216) |
| Income from investments | (1.711) | 0 | 0 | (1.711) |
| Loss / (gain) on participations in associates | 148 | 0 | 0 | 148 |
| Debit interest and other related expenses | 22.499 | 6 | 0 | 22.505 |
| Plus / (less) adjustments for changes in working capital or concerning operating activities: |
40.798 | (326) | 0 | 40.472 |
| (Increase) / decrease in inventories | 1.787 | 5 | 0 | 1.792 |
| Decrease / (increase) in receivables | (985) | (395) | 181 | (1.199) |
| (Increase) / decrease in long term receivables | (6.596) | 0 | 0 | (6.596) |
| Decrease / (increase) in payables (less loans) | (29.770) | 1.029 | 0 | (28.740) |
| (Less): | ||||
| Interest and other related expenses paid | (21.945) | (8) | 0 | (21.953) |
| Income taxes paid | (13.847) | 1 | 0 | (13.847) |
| Net cash from operating activities (a) | (30.558) | 306 | 181 | (30.070) |
| Cash flows from investing activities: Acquisitions of subsidiaries, affiliates, joint ventures and other investments* |
(65.340) | (291) | 0 | (65.631) |
| Purchase of treasury shares | (143) | 0 | 0 | (143) |
| Purchase of tangible & intangible assets Proceeds from sale of tangible and intangible |
(52.545) | (1.821) | (181) | (54.548) |
| assets Proceeds from sale of investments and financial |
853 | 893 | 0 | 1.745 |
| assets | 26.237 | 0 | 0 | 26.237 |
| Proceeds from financial assets | 5 | 0 | 0 | 5 |
| Interest received | 1.078 | 2 | 0 | 1.080 |
| Proceeds from government grants Dividends received |
46 1.808 |
0 0 |
0 0 |
46 1.808 |
| Net cash from investing activities (b) | (88.002) | (1.217) | (181) | (89.400) |
| Cash flows from financing activities | ||||
| Proceeds from / Repayment of borrowings | 129.128 | (44) | 0 | 129.084 |
| Repayment of finance lease liabilities | 5.222 | 676 | 0 | 5.897 |
| Dividends paid | (7.261) | 5 | 0 | (7.256) |
| Board of Directors' fees | (711) | 0 | 0 | (711) |
| Net cash generated from financing activities | ||||
| (c) | 126.378 | 637 | 0 | 127.015 |
| Net increase / (decrease) in cash & cash equivalents (a)+(b)+(c) Cash & cash equivalents at beginning of |
7.818 | (274) | 0 | 7.544 |
| period | 30.842 | 0 | 0 | 30.842 |
| Cash & cash equivalents at end of the period | 38.660 | (274) | 0 | 38.386 |
On 31/12/2009 an impairment test on the finalized goodwill that the Group had paid for the acquisition of each one of the activity sectors at that specific date was carried out, according to the provisions of IAS 36.
The recoverable amount (the use value of each group at that date) was higher than the adjusted book balance of goodwill and net assets of each group of cash generating units. At the level of corporate financial statements, the recoverable amount of absorbed high-tech industry in the year 2007 showed the lowest adjusted book balance of goodwill and net assets that result in the complete impairment of goodwill total € 521. With this amount bore the consolidated results before taxes of the current year.
The recoverable amount of goodwill associated with the classes established pursuant to the calculation of net cash discounted cash flows expected to arise from each tube (use value). For this assessment, each branch was assessed as a single cash-generating unit, and the estimated future cash flows based on financial forecasts approved by management covering a period of five years.
The discount rate used to forecast cash flows is 10.50% (2008: 10.03%) and cash flows beyond the five exported using a growth rate of 3% (2008: 3%) which is the expected average development for this branch.
The discount rate used to forecast cash flows is 10.90% (2008: 12.80%) and cash flows beyond the five exported using a growth rate of 1% (2008: 1%) which is the expected average development for this branch.
The discount rate used to forecast cash flows is 10.20% (2008: 9.67%) and cash flows beyond the five exported using a growth rate of 1% (2008: 1%) which is the expected average development for this branch.
Gross Margin: The basis used to determine the gross margins (on a consolidated level for each group are the gross margins of subsidiaries included in each group of cash generating units in the preceding five years period. Specific weight was given to the gross margins of the last two years, as they were estimated to be more representative of the current conditions.
Capital expenditures:. All the necessary estimated needs for long-term funds and working capital retained by the real needs of the last five years so that the cash-generating units to maintain their production capacity and market share.
Bond interests: The yield on the 10-year Greek government bond in the year budget and the values attributed to the underlying assumptions were consistent with those external sources of information
Investments of the Company in subsidiary companies and the relative changes for the closing year are analyzed as follows:
| COMPANY | 31/12/2008 | Additions | Disposals | Merger | 31/12/2009 |
|---|---|---|---|---|---|
| EUROMEDICA S.A. | 72370,1556 | 0 | 0 | 0 | 72370,1556 |
| 29218,6787 | 0 | 0 | |||
| SONAK S.A. | 0 | 29218,6787 | |||
| AXON SECURITIES S.A. | 4515,50179 | 0 | 0 | 0 | 4515,50179 |
| EGEPHALOS PELOPONNISOS S.A. | 0,3 | 0 | 0 | 0 | 0,3 |
| AXON MANAGEMENT | 104 | 0 | 0 | 0 | 104 |
| EUROMEDICA ALBANIA HOLDINGS S.A. | 16 | 0 | 0 | 0 | 16 |
| AXON FINANCE S.A | 180 | 0 | 0 | 0 | 180 |
| EUROMEDICA S.A. REAL ESTATE | 0 | 59,9 | 0 | 0 | 59,9 |
| EUROMEDICA GULF HOLDINGS S.A. | 0 | 1,5 | 0 | 0 | 1,5 |
| 106.405 | 61 | 0 | 0 | 106.466 |
On the acquisition cost of newly acquired subsidiaries and existing ones information is given in Note 3.
Investments in associate companies represent a participating interest of 24,9 % in the share capital of the company EUROGENETIKI S.A, which was acquired for a total amount of € 318, a participating interest of 24,9 % in the share capital of the company MEDITRON LTD, which was acquired for a total amount of € 1.180, a participating interest of 24,0 % in the share capital of the company DORMED HELLAS S.Α., which was acquired for a total amount of € 3.023, a participating interest of 13,1% in the share capital of the company MEDICAL DIAGNOSTIC LABORATORY OF KOZANI MEDICAL S.A., which was acquired for a total amount € 552, a participating interest 15,0 % in the share capital of the company AXON HOLDING KARDITSAS S.A., which was acquired for a total amount of € 194, a participating interest 31,2% in the share capital of the company MEDITREND S.A., which was acquired for a total amount of € 1.248, a participating interest 15,6 % in the share capital of the company AXON HOLDING WESTERN MACEDONIA THERAPY AND RESTITUTION CENTER OF KOZANIS, which was acquired for a total amount of € 363, a participating interest 22,8 % in the share capital of the company AXON HOLDING COSMETIC S.A. which was acquired for a total amount of € 146 ,a participating interest 21,8%, in the share capital of the company CENTRAL MEDICAL SERVICES S.A., which was acquired for a total amount of € 821. Investments in associates are posted in the balance sheet at acquisition cost and are later readjusted to reflect any post-acquisition change in the Group's share in their total equity less any impairment in their value. The income statement illustrates the share of the Group in the results of the associate companies.
| 31 /12 /20 |
09 | 31 /12 /20 08 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As cia te Co ies so mp an |
Pa rtic ipa tio n Pe nta rce ge |
Ac t Ba co un lan ce |
To tal As ts se |
To tal Lia bil itie s |
Sa les |
Re lts su aft er Inc om e Ta xe s |
Pa rtic ipa tio n Pe nta rce ge |
Ac t co un Ba lan ce |
To tal As ts se |
To tal Lia bil itie s |
Sa les |
Re lts su aft er Inc om e Ta xe s |
| EU RO GE NE TIK I S .A. |
24 9% , |
43 0 |
1.1 41 |
53 5 |
1.3 49 |
183 | 24 6% , |
38 3 |
65 0 |
27 8 |
29 7 |
( 68 ) |
| ME DIT RO N S .A. |
24 9% , |
1.3 10 |
2.2 43 |
1.2 52 |
2.8 48 |
23 1 |
24 6% , |
1.2 86 |
1.4 26 |
59 5 |
1.5 29 |
115 |
| DO RM ED H EL LA S S.A |
24 0% , |
2.5 28 |
3.8 91 |
1.1 99 |
4.2 59 |
44 9 |
23 6% , |
2.5 47 |
3.2 66 |
2.3 56 |
2.5 53 |
44 3 |
| ME DIC INE DIA GN OS TIC LA BO RA TO RY KO ZA NI S.A |
1% 13 , |
61 9 |
1.9 59 |
77 8 |
2.1 73 |
24 1 |
9% 12 , |
58 6 |
27 2 |
83 | 94 | 7 |
| ME DIT RE ND S. A. |
31 2% , |
1.3 94 |
4.4 90 |
2.7 80 |
2.6 37 |
46 7 |
30 7% , |
1.2 46 |
1.2 46 |
1.5 87 |
0 | 0 |
| PO LY DIA GN OS TIC CE NT ER KA RD ITS .A. S.A |
15 0% , |
136 | 49 2 |
25 4 |
93 | ( 115 ) |
14 8% , |
143 | 67 0 |
44 6 |
116 | ( 25 ) |
| I.E . E UR OH OS PIT AL ΣΥ ΜΒ ΟΥ ΛΕ ΥΤ ΙΚΗ ΚΑ Ι ΔΙΑ ΧΕ ΙΡΙ ΣΤ ΙΚΗ ΝΟ ΣΗ ΛΕ ΥΤ ΙΚΩ Ν ΜΟ ΔΩ ΝΑ Ν ΑΝ ΩΝ ΥΜ Η ΕΤ ΑΙΡ ΕΙΑ |
0, 0% |
13 | 0 | 0 | 0 | 0 | 30 8% , |
29 | 33 4 |
64 | 0 | 0 |
| EU RO ME DIC A ST WE ER N MA CE DO NIA S. A. |
15 6% , |
29 4 |
1.4 21 |
29 | 0 | ( 63 ) |
15 3% , |
20 2 |
85 0 |
0 | 0 | 0 |
| EU RO ME DIC A CO SM ET IC S.A |
22 7% , |
14 1 |
38 9 |
190 | 158 | ( 20 1) |
0, 0% |
0 | 0 | 0 | 0 | 0 |
| CE NT RA L M ED ICA L SE RV ICE S S .A. |
21 8% , |
91 1 |
1.9 83 |
1.2 26 |
1.5 15 |
42 8 |
0, 0% |
0 | 0 | 0 | 0 | 0 |
| 7.7 77 |
6.4 23 |
Available for sale financial assets represent participation in the following companies:
| GROUP | |||||||
|---|---|---|---|---|---|---|---|
| COMPANIES | 31/12/2009 | 31/12/2008 | |||||
| Book Value | Participation Percentage |
Book Value | Participation Percentage |
||||
| IASO S.A | 19.933 | 6,8% | 29.892 | 12,7% | |||
| EUROMEDICA HEART S.A. | 15 | 1,0% | 15 | 1,0% | |||
| NURSING ST. LOUCAS | 2.101 | 6,0% | 2.101 | 6,0% | |||
| GENERAL CLINIC GAVRILAKIS S.A. | 1.159 | 15,0% | 1.917 | 13,3% | |||
| ΑΧΟΝ TRADE S.A. | 2.043 | - | 2.043 | - | |||
| FILIKTITIS S.A. | 2.505 | 5,8% | 3.112 | 5,8% | |||
| ASKLIPIO CRETE S.A. | 19 | 0,3% | 139 | 0,3% | |||
| MUTUAL FUND AKES | 2.854 | 50,0% | 2.791 | 50,0% | |||
| BANK OF CORINTHOS | 3 | - | 3 | - | |||
| PAE BOLOU | 2 | - | 0 | - | |||
| BANK OF KATERINI | 1 | - | 1 | - | |||
| CRETE BROADCASTING | 9 | - | 9 | - | |||
| Balance | 33.337 | 47.747 |
Available for sale financial assets for which an active market in which their shares are publicly traded does not exist, are represented at acquisition cost, impaired to the extend where relative conditions are in order, recognized in the income statement of the year in which the impairment loss occurs.
In the current period available for sale investments of the Group changed as follows:
The subsidiary company of the Group EUROMEDICA S.A sold 1,416,809 shares of the company IASO SA. The outcome was a total loss amount of € 3.553 which was recorded in the results of the current year. The Group and the Company held on 31/12/2009, 5,315,532 (2008: 6,732,341) shares of the company IASO SA. On the valuation of these shares at 31/12/2009 showed damage after taxes total € 2.934.
The Company during the current year signed a memorandum agreement for the acquisition of an extra 0,9 % of GENIKI KLINIKI GAVRILAKI S.A. share holding for a total amount of € 109.
Within the current fiscal year, the Group went for an impairment of available for sale financial assets, amounting to € 16.683, which was recorded in the statement of comprehensive income, under item "Income (loss) investments. For the Group held shares, listed on the Athens Stock Exchange ,companies IASO SA,recognised an impairment losing the income statement equal to the cumulative loss on fair value of what was recognized directly in equity until the 31/12/2009, amounting to € 14.556. In addition, investment companies GENIKI KLINIKI GAVRILAKI S.A , FILOKTITIS S.A. and ASKLIPIO GENERAL DIAGNOSTICS CRETE for which no active market exist, an impairment loss recognized in the statement of comprehensive income, amounting to € (868), € (607) and € (120) respectively.
The Group's investments in real estate properties owned by the parent company and subsidiaries IONIA PRIVATE MULTI-MEDICAL FACILITY MEDICAL S.A.,AXON S.A. The Company's investments in real estate property acquired in a merger of the industry being divided Α.Β.Υ.Τ. Α.Ε (See note 24). As mentioned above investment properties monitored as long term investments and valued at fair value, which equals the current price determined by independent valuers property.
The change of investment property is as follows:
| GROUP | COMPANY | |
|---|---|---|
| Acquisition cost or valuation | ||
| Total on 31/12/2007 | 44.666 | 49.515 |
| Additions (Disposals) fiscal year 1/1-31/12/2008 | (7.346) | (14.134) |
| Reclassification to owner occupied | (6.789) | 0 |
| Evaluation in fair value | 97 | (510) |
| Total on 31/12/2008 | 30.628 | 34.871 |
| Additions (Disposals) fiscal year 1/1-31/12/2009 | (700) | (700) |
| Evaluation in fair value | 21.651 | 20.505 |
| Total on 31/12/2009 | 51.579 | 54.675 |
As mentioned above investment properties monitored as long-term investments and evaluated at fair value, which equals the current value determined by independent real estate appraisers. The value of investment properties at 31/12/2009 is as follows:
| Fair value at 31/12/2009 |
Location |
|---|---|
| 770 | Hatzidakis 2 Pangalos Eleusis |
| 499 | Iris 4, Paleo Faliro |
| 565 | Rizareiou 4, Athens |
| 49.745 | Ities, Patra Achaia prefecture |
| 51.579 |
The Group during the fiscal year received a revenue from the leasing of these properties of a total amount of € 121 (2008: € 121). Respectively the company received a total amount of € 367 (2008: € 364).
Long-term receivables represent the Group's participation of its subsidiary AXON SA in the auxiliary and coguarantee capital of trading companies of a total amount of € 669 (2008: € 927), secured subscriptions to the auxiliary clearance fund of the Athens Stock Exchange in accordance with N.2471/1997 and 3371/2005 and by authorization judgments of the Capital Markets Commission amounted to € 352 (2008: € 0), given as guarantees rental property, machinery and transport of a total value € 1.589 (2008: € 1.144) and other long-term trade receivables € 14.507 (2008: € 14.543).
Financial instruments by category for the Group are analyzed as follows:
| Assets as appearing in the Statement of Financial Position of 31st December 2009 |
Loans and receivables |
Financial assets valued at fair value through profit or loss |
Investments held to maturity |
Derivatives used for cash flow hedging |
Available-for sale financial assets |
Total |
|---|---|---|---|---|---|---|
| Available-for-sale financial assets |
0 | 0 | 0 | 0 | 33.337 | 33.337 |
| Derivatives financial instruments |
0 | 0 | 0 | 0 | 0 | 0 |
| Trade and other receivables |
214.319 | 0 | 0 | 0 | 0 | 214.319 |
| Financial assets valued at fair value through profit or loss |
0 | 9 | 0 | 0 | 0 | 9 |
| Cash and cash equivalents |
32.952 | 0 | 0 | 0 | 0 | 32.952 |
| Total | 247.271 | 9 | 0 | 0 | 33.337 | 280.617 |
| Assets as appearing in the Statement of Financial Position of 31st December 2008 |
Loans and receivables |
Financial assets valued at fair value through profit or loss |
Investments held to maturity |
Derivatives used for cash flow hedging |
Available-for sale financial assets |
Total |
|---|---|---|---|---|---|---|
| Available-for-sale financial assets |
0 | 0 | 0 | 0 | 47.747 | 47.747 |
| Derivatives financial instruments |
0 | 0 | 0 | 0 | 0 | 0 |
| Trade and other receivables |
193.546 | 0 | 0 | 0 | 0 | 193.546 |
| Financial assets valued at fair value through profit or loss |
0 | 9 | 0 | 0 | 0 | 9 |
| Cash and cash equivalents |
38.386 | 0 | 0 | 0 | 0 | 38.386 |
| Total | 231.933 | 9 | 0 | 0 | 47.747 | 279.688 |
| Liabilities as appearing in the Statement of Financial Position of 31st December 2009 |
Liabilities at fair value through profit or loss |
Derivatives used for cash flow hedging |
Other financial liabilities |
Total |
|---|---|---|---|---|
| Long-term Bank Loans | 0 | 0 | 322.110 | 322.110 |
| Short-term Bank Loans | 0 | 0 | 115.417 | 115.417 |
|---|---|---|---|---|
| Total | 0 | 0 | 437.528 | 437.528 |
| Liabilities as appearing in the Statement of Financial Position of 31st December 2008 |
Liabilities at fair value through profit or loss |
Derivatives used for cash flow hedging |
Other financial liabilities |
Total |
| Long-term Bank Loans | 0 | 0 | 301.497 | 301.497 |
| Short-term Bank Loans | 0 | 0 | 108.700 | 108.700 |
| Total | 0 | 0 | 410.197 | 410.197 |
Inventories of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 | |||
| Inventories | 49 | 89 | 0 | 0 | ||
| Raw materials and supplies | 17.437 | 18.183 | 0 | 1.161 | ||
| Advances for inventory purchases | 8.839 | 8.792 | 0 | 1 | ||
| Total | 26.325 | 27.064 | 0 | 1.162 |
The total accounts receivable of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Customers | 136.612 | 120.988 | 579 | 1.789 |
| Notes receivable | 4.632 | 4.447 | 0 | 0 |
| Notes delayed | 11 | 11 | 0 | 0 |
| Cheques receivable | 605 | 1.345 | 0 | 0 |
| Cheques delayed | 210 | 168 | 0 | 0 |
| Short-term receivables from associates | 0 | 0 | 43 | 17 |
| Short-term receivables from other participations |
8.999 | 6.887 | 0 | 0 |
| Claims against board members | 1.616 | 811 | 0 | 0 |
| Long-term receivables payed in next period | 3.288 | 2.810 | 0 | 0 |
| Doubtful accounts receivable | 3.183 | 2.410 | 0 | 0 |
| Sundry debtors | 27.785 | 23.056 | 76 | 70 |
| Advances and credit management accounts | 2.188 | 1.999 | 0 | 0 |
| Prepaid expenses | 1.087 | 834 | 10 | 9 |
| Revenue receivable | 41.860 | 39.463 | 0 | 0 |
| Other transit debit balances | 804 | 407 | 0 | 0 |
| 232.880 | 205.636 | 708 | 1.885 | |
| Less: Provisions | (18.561) | (12.089) | 0 | 0 |
| Balance | 214.319 | 193.546 | 708 | 1.885 |
The book values of the above receivables are representateive of their fair value.
The total of the trade account receivables of the Group and the Company is analyzed as follows:
| 31/12/2009 | 31/12/2008 | |
|---|---|---|
| Income receivable from construction contracts and services |
34.576 | 34.246 |
| Cumulative cost of projects | 79.298 | 76.625 |
| Plus: Retained earnings recognized | 62.020 | 60.571 |
| Less: Accumulated losses recognized | -101 | -101 |
| Less: Accumulated tariffs have been realized | -106641 | -102849 |
| 34.576 | 34.246 | |
| Total advances received | 65.373 | 63.111 |
Revenue analysis from high technology constructions contracts and services recognized
| GROUP | |||
|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | ||
| Cost of construction contracts recognized | 2.673 | 6.563 | |
| Plus: Profits recognized from construction contracts | 1.909 | 6.396 | |
| Less Losses from construction contracts recognized | 0 | 0 | |
| Revenue from construction contracts recognized | 4.582 | 12.959 | |
Granted letters of guarantee for good performance to customers 11.466 11.448
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 | |
| Customers | 136.612 | 120.806 | 579 | 1.789 |
| Notes receivable | 4.632 | 4.447 | 0 | 0 |
| Notes delayed | 11 | 11 | 0 | 0 |
| Cheques receivable | 605 | 1.345 | 0 | 0 |
| Cheques delayed | 210 | 168 | 0 | 0 |
| Doubtful accounts receivable | 3.183 | 2.650 | 0 | 0 |
| 145.254 | 129.427 | 579 | 1.789 | |
| Less: Provisions | (18.561) | (10.681) | 0 | 0 |
| Balance | 126.692 | 118.746 | 579 | 1.789 |
The biggest part of the trade receivables of the Group concern receivables from social security institutions and insurance companies from providing medical services and requirements over contracts related to high technology projects and the contractor to the majority of which is the Greek government.
At 31/12/2009, the aging of the trade receivables of the Group in accordance with the credit policy followed (mainly 3 months) has as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | Κατά την 31/12/2008 |
|||
| 46.996 | 50.809 | 116 | 1.505 | ||
| From 3 to 6 months | 22.148 | 21.585 | 463 | 0 | |
| From 6 to 12 months | 39.356 | 32.932 | 0 | 0 | |
| Over 12 months | 36.753 | 24.101 | 0 | 284 | |
| Balance | 145.254 | 129.427 | 579 | 1.789 |
On 31/12/2009, the Group's trade receivables worth € 18.561 were impaired. These claims regard receivables from individual customers and insurance companies which age later than one year.
The trade receivables of the Group and the Company are at their majority claims in euro. The movement of provision for impairment of receivables is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Balance at beginning of year | 12.089 | 10.677 | 0 | 396 |
| Provisions of doubtful receivables | 6.283 | 1.240 | 0 | 0 |
| Eliminated within the period receivables as non collectible | 0 | (1.558) | 0 | 0 |
| Reverse of unused provisions | 0 | (396) | 0 | (396) |
| Bad debt provisions of new subsidiaries | 0 | 2.126 | 0 | 0 |
| Provisions for doubtful receivables upon finalization of goodwill | 189 | 0 | 0 | 0 |
| Payments received in advance | 0 | 0 | 0 | 0 |
| Balance at year end | 18.561 | 12.089 | 0 | 0 |
At 31/12/2009, trade receivables of the Group and the Company, amounting to € 18.561 were impaired. The subject amounts concern receivables from private customers and insurance companies and concern receivables.
The financial assets at fair value through the income statement are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 | ||
| Bonds | 9 | 9 | 0 | 0 | |
| Balance | 9 | 9 | 0 | 0 |
Cash and cash equivalents represent cash in hand and bank deposits available on first demand of the Group.
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 | |||
| Cash in hand | 6.578 | 4.541 | 1 | 2 | ||
| Current, time and overdraft bank accounts | 26.374 | 33.845 | 50 | 150 | ||
| Balance | 32.952 | 38.386 | 51 | 152 |
The total share capital of the company consists of 40.511.610 common shares of par value of € 0,61 each. The total share capital of the company did not change in the period from 1st January 2009 until the day of the approval of the annual financial statements by the Board of Directors. Shares of the Company are traded in Small and Medium Capitalization category of the Athens Stock Exchange.
The reserves of both the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- | 1/1- | 1/1- | 1/1- | |
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Statutory reserve | 1.891 | 1.677 | 1.420 | 1.420 |
| Special reserve | 73 | 25 | 31 | 28 |
| Extraordinary reserve | 356 | 360 | 380 | 383 |
| Tax free reserves | 5.947 | 5.900 | 2.287 | 2.382 |
| Revaluation of fixed assets in fair value | 38.655 | 22.223 | 0 | 0 |
| reserve | ||||
| Reserves from specially taxed income | 7.185 | 6.016 | 354 | 0 |
| Reserves from goodwill resulted from sales | 0 | 0 | 0 | 0 |
| of shares | ||||
| Reserve from issuing bond loan convertible | 2.538 | 2.132 | 0 | 0 |
| in shares | ||||
| Other reserves | 0 | -7.168 | 0 | 0 |
| Share capital increase expenses | -101 | -58 | 0 | 0 |
| Revaluation differences | 138 | 94 | 0 | -43 |
| Merger reserve | -27.155 | -27.155 | 521 | 521 |
| Balance | 29.527 | 4.047 | 4.992 | 4.690 |
Under the Greek corporate law, companies are required to transfer a minimum of 5 % of their annual after tax profit as reflected in their statutory books to a statutory reserve, until such reserve equals to one-third of the paid-in share capital. The above reserve can be distributed only at the liquidation of the Company, it can nevertheless be offset against accumulated losses.
The "reserve through merger at fair value" regards the reserve that was formed during the two previous years by the absorption of the segment production of goods and high-tech services, property and engineering" of the company being divided A.B.Y.T. S.A. and the merger of the subsidiaries EUROMEDICA SA MEDICAL SERVICES, GENERAL CLINIC SA THESSALONIKI, EUROMEDICA WESTERN MACEDONIA SA and HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE SA.
The "investments revaluation reserve" has been formulated from the valuation of available for sale investments at fair value.
The "revaluation of fixed assets in fair value" reserve concerns reserves that have been formulated from the valuation of fixed assets (land-buildings-technical works) at fair value.
The "reserve from issuing bond loan convertible in shares" concerns reserve that has been formulated from the contract of a bond loan convertible in shares, of a total amount of € 60.100 about which more information are at Note 35.
The remaining reserves have been formulated according to the special provisions of various tax laws, which either offer the ability of special income tax transfer at the time of their distribution to the shareholders or offer tax relief as investment incentive. The tax obligation, accumulated at the period of the distribution of those reserves, which amounted on the 31st December 2009 in € 88 and € 35 for the Group and the Company respectively, will be recognized if their distribution will take place, at that particular time.
At year end the Group and the Company were holding 2.302.173 and 191.854 treasury shares (shares of the Group and the Parent Company respectively), which were acquired for a total amount of € 12.866 and € 917 respectively. Those amounts appear in the as a deduction of equity of the Group and the Parent Company respectively.
According to the provisions of the Greek Corporate Law, shareholding companies are required to distribute each year as first dividend 35% of the net profit after formation of the statutory reserve. Decision of non distribution of that dividend is due to the approval by shareholders holding 70 % of the share capital of the Company.
At the end of the current year the produced losses by the Company did not allow distribution of dividend.
The Board of Directors, at the 29/03/2010, meeting approving the disclosure in the financial statements, suggested the non-distribution of dividend for the year ended
December 31 2009,because the profit after tax of the current year, € 14.785, including unrealized valuation of owned property after taxes, € 15.949, of which overlap, thus not resulting unrealized gains after taxes for distribution.
The Group's loans have been issued by Greek Banks and are denominated in Euro. The amounts payable within a year from the Statement of Financial Position date are characterized as short-term liabilities, while amounts payable on a future date are characterized as long-term liabilities.
The Group's loans are analyzed as follows:
| GROUP | ||||
|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | |||
| Credit Institution | Short term liabilities |
Long term liabilities |
Long term liabilities |
|
| ALPHA BANK | 4.776 | 8.739 | 5.463 | 9.499 |
| EMPORIKI BANK | 1.723 | 55.443 | 10.550 | 79.237 |
| NATIONAL BANK OF GREECE | 24.873 | 39.034 | 26.328 | 27.436 |
| GENIKI BANK | 953 | 0 | 2.451 | 0 |
| EFG EUROBANK ERGASIAS S.A. | 20.384 | 14.302 | 19.675 | 101 |
| AGROTIKI BANK | 240 | 451 | 0 | 0 |
| PIRAEUS BANK | 10.831 | 95.885 | 10.443 | 98.331 |
| MARFIN EGNATIA BANK | 0 | 5.000 | 0 | 0 |
| HELLENIC BANK | 0 | 0 | 0 | 0 |
| ABC | 0 | 0 | 0 | 0 |
| ASPIS BANK | 0 | 162 | 0 | 185 |
| MILLENNIUM BANK | 8.284 | 0 | 8.337 | 0 |
| BANK OF CYPRUS | 3.204 | 9.000 | 4.024 | 8.963 |
| ATTICA BANK | 204 | 0 | 103 | 0 |
| BNP PARIBAS | 0 | 0 | 0 | 0 |
| HSBC | 8.180 | 0 | 8.421 | 300 |
| EMPORIKI FACTORING | 0 | 12.646 | 962 | 0 |
| PIRAEUS FACTORING | 0 | 1.836 | 68 | 0 |
| NOVA FACTORING | 0 | 0 | 0 | 0 |
| Convertible bond loan | 0 | 54.943 | 0 | 53.010 |
| Long-term liabilities payable in the next year | 22.978 | 0 | 4.896 | 0 |
| Finance lease liabilities | 8.788 | 24.671 | 6.965 | 24.436 |
| Total loan liabilities | 115.417 | 322.110 | 108.700 | 301.497 |
| COMPANY | |||||
|---|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | ||||
| Credit Institution | Short Long term term liabilities liabilities |
Short term liabilities |
Long term liabilities |
||
| NATIONAL BANK OF GREECE | 93 | 1.556 | 5.043 | 0 | |
| PIRAEUS FACTORING | 3.381 | 25.000 | 4.467 | 27.007 | |
| BANK OF CYPRUS | 0 | 9.000 | 1.085 | 8.963 | |
| Long-term liabilities payable in the next year | 6.311 | 0 | 0 | 0 | |
| Total loan liabilities | 9.786 | 35.556 | 10.595 | 35.969 |
During the first semester, the subsidiary company of the Group EUROMEDICA S.A. proceeded in issuing a bond loan amounting to € 30.000 having as payment proxy and bondholders representative the NATIONAL BANK OF GREECE. The loan rate was set at Euribor plus a margin and the expiry date of the loan at 5/3/2017. It is noted that the total
amount of the convertible bond € 30.000, part of it, an amount € 15.000 was paid in advance during the fourth semester of the fiscal year.
During the first and fourth quarter of the closing year two repayments of € 10.000 and € 13.890 took place to EMPORIKI BANK so as the balance of the debt at 31/12/2009 to amount € 66.110
During the fourth quarter of the closing year the Company contracted a factoring agreement with EMPORIKI BANK for a loan with a limit of € 15.000.
The subsidiary company of the Group AXON HOLDING AROGI MEDICAL CENTER APOKATASTASI S.A. during the closing year issued a bond loan of a total € 9.000 with administrator bank EFG EUROBANK. The interest was set to Euribor plus margin, while the duration of the loan has been set to 10 years.
The levered capital was used for financing existing loans and repaying bank loans and liabilities to suppliers and other creditors of the Company.
The value of the convertible bond loan contracted by the subsidiary company EUROMEDICA S.A. at 20/7/2007 has been calculated as follows:
| 31/12/2009 | |
|---|---|
| Fair value of bond loan at 20/7/2007 | 60.100 |
| Equity item | (5.312) |
| Issuance expenses | (4.934) |
| Liability item at 20/7/2007 | 49.855 |
| Finance expenses for the period | 1.686 |
| Finance expenses payable | 0 |
| Liability item at 31/12/2007 | 51.541 |
| Finance expenses for the period | 3.783 |
| Finance expenses payable | (2.155) |
| Issuance expenses | (158) |
| Liability item at 31/12/2008 | 53.010 |
| Finance expenses for the period | 4.140 |
| Finance expenses payable | (2.164) |
| Issuance expenses | (45) |
| Liability item at 31/12/2009 | 54.943 |
The Group sets up provisions for accrued loan interest which is recognized in the income statement of the respective period.
The finance lease liabilities concern the leasing of machinery and other equipment, and are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | ||
| Up to 1 year | 10.975 | 8.792 | 0 | 0 |
| From 2 to 5 years | 26.214 | 25.465 | 0 | 0 |
|---|---|---|---|---|
| More than 5 years | 1.464 | 1.748 | 0 | 0 |
| 38.652 | 36.005 | 0 | 0 | |
| Future charges of financial costs in finance leases | (5.194) | (4.605) | (0) | (0) |
| 33.459 | 31.401 | 0 | 0 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Up to 1 year | 8.788 | 6.965 | 0 | 0 |
| From 2 to 5 years | 23.230 | 22.917 | 0 | 0 |
| More than 5 years | 1.441 | 1.519 | 0 | 0 |
| 33.459 | 31.401 | 0 | 0 |
There is a withholding of ownership on the leased assets, which remains in effect until the end of the lease period and the full repayment of the lease payments due.
At the end of the closing year the Group did not maintain the minimum proportion of certain financial ratios (current assets/current liabilities, EBITDA/Finance cost, Debt/EBITDA, Debt/Equity) as provided by loan contracts with the following banks:
| ΤΡΑΠΕΖΑ | ΠΟΣΟ ΔΑΝΕΙΟΥ |
|---|---|
| EMPORIKI BANK | 66.100 |
| PIRAEUS BANK | 60.000 |
| NATIONAL BANK OF GREECE | 30.000 |
| PIRAEUS BANK | 25.000 |
| BANK OF CYPRUS | 10.000 |
The Group through its subsidiary company EUROMEDICA S.A. is in renegotiation process regarding the terms of the bank loan of, a total amount of € 216.710, including the above loans, which is expected to be completed in the second quarter of the current year. The aforementioned renegotiation is not expected to lead to an increase of financial expenses of the EUROMEDICA S.A. and the Group.
To secure these bank liabilities recorded on the fixed assets of the Group liens total € 98.334 and pledged 21.716.991 shares of subsidiary
The obligation of both the Group and the Company towards employees working in Greece for the future provision of benefits in relation to their past service is accounted for and represented on the basis of the expected payable accrued benefit of every employee at the balance sheet date, discounted at its present value, in relation to its foreseen time of payment. The accrued benefits of every period are charged to the income statement with a respective increase of the pension liability. The payment of benefits towards retiring employees proportionally decreases the pension liability.
The number of employees of the Group and the Company and their compensation expenses have as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
| Number of employees: | ||||
| Permanent | 2.740 | 2.625 | 8 | 15 |
| Wage earners | 0 | 0 | 0 | 0 |
| Total | 2.740 | 2.625 | 8 | 15 |
| Employee cost analysis: | ||||
| Salary and wage expenses | 74.042 | 65.502 | 411 | 637 |
| Provision for staff retirement indemnities | 963 | 1.046 | 9 | 64 |
| Total Cost | 75.005 | 66.548 | 419 | 701 |
The movement of net pension obligation has as follows:
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
|---|---|---|---|---|
| Net liability at the beginning of the year | 6.523 | 5.532 | 125 | 109 |
| Total granted benefits | (629) | (364) | (3) | (49) |
| Staff retirement indemnities of new subsidiaries | 0 | 251 | 0 | 0 |
| Expenses in profit and loss account | 1.019 | 1.066 | 9 | 64 |
| Net liability at the end of the year | 6.912 | 6.484 | 131 | 125 |
The Company obligation for compensation payment to its retiring personnel was calculated on the basis of an actuarial study which was conducted by an independent company of actuaries. The basic economic data and assumptions of this study as of 31st December 2009 have as follows:
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | |
|---|---|---|---|---|
| Present value of liability | 7.165 | 6.525 | 98 | 87 |
| Unrecognised actuarial profits (losses) | (252) | (41) | 32 | 38 |
| Net liability in the Statement of financial position | 6.912 | 6.484 | 131 | 125 |
| Service cost | 594 | 702 | 7 | 39 |
| Financial cost | 365 | 290 | 5 | 4 |
| Actuarial profits (losses) | 4 | 15 | (4) | (2) |
| Cost of merged companies | 0 | 38 | 0 | 24 |
| Cost of extra benefits | 56 | 20 | 0 | 0 |
| Total charge in the Statement of Comprehensive Income | 1.019 | 1.066 | 9 | 64 |
| Liabilities from personnel benefits changed during the year as follows: | ||||
| Net liability at the beginning of the year | 6.523 | 5.532 | 125 | 109 |
| Net liability of new subsidiaries | 0 | 251 | (1) | 0 |
| Service cost | 594 | 702 | 7 | 39 |
| Financial cost | 365 | 290 | 5 | 4 |
| Actuarial profits (losses) | 4 | 15 | (4) | (2) |
| Cost of merged companies | 0 | 38 | 0 | 24 |
| Total granted benefits | (629) | (364) | (3) | (49) |
| Cost of extra benefits | 56 | 20 | 1 | 0 |
| Net liability at the end of the year | 6.912 | 6.484 | 131 | 124 |
| Basic assumptions of the actuarial study | |
|---|---|
| Actuarial method of valuation | Projected Credited Unit Method |
| Annual average of long-term inflation increase | 2,00% |
| Annual average long-term GDP increase | 3,00% |
| Annual average long-term salary maturing | 6,54% |
| Discounti Rate | 5,90% |
| Property assets for compensation of L. 2112/20 | 0 |
Other provisions relate to formulated provisions for the coverage of future costs and expenses that may arise upon termination of social security liabilities and additional taxes that are may arise from the tax audit of unaudited fiscal years by the tax authorities. More specifically:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Provisions for social security liabilities termination | 249 | 109 | 0 | 0 |
| Provisions for doubtful differences | 75 | 0 | 0 | 0 |
| Provisions for subsidiary company liquidation completion | 25 | 25 | 0 | 0 |
| Provisions for additional taxes from unaudited fiscal years | 3.423 | 4.113 | 424 | 860 |
| Balance | 3.772 | 4.247 | 424 | 860 |
Government grants are related to investments in fixed assets and are recognized as income simultaneously with the fixed assets' depreciation –mechanical equipment at most– that were subsided. The sum of grants that was transferred in the income statement during the year amounted to € 131 (2008: € 184). Depending on the terms of the law that is applicable for the grant, there are certain restrictions and limitations regarding the transfer of the subsided machinery and the differentiation of the legal form of the subsided Company. During the audits performed by proper authorities, a situation of non compliance with these restrictions has not yet been identified.
Other long term liabilities relating to the amount of deposits received € 41.562 customers subsidiary related to the contracts for high-tech services is expected to be cleared with the relevant requirements laid a period beyond twelve months and the amount of € 16.298 for other long term liabilities.
Other long term liabilities of the Group and the Company are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2008 |
1/1- 31/12/2009 |
1/1- 31/12/2008 |
|
| Long-term liabilities to associate companies |
0 | 0 | 0 | 0 |
| Long-term liabilities to related parties | 1.099 | 1.099 | 0 | 0 |
| Long-term notes liabilities | 1.751 | 0 | 0 | 0 |
| Other long-term liabilities | 57.860 | 41.626 | 0 | 0 |
| Balance | 60.710 | 42.725 | 0 | 0 |
Other long term liabilities regard for the amount of € 41.562 deposits received by subsidiarys' customers related to the execution of contracts for high-tech services which are expected to be cleared with the relevant accrued claims within a period beyond twelve months and for the amount of € 16.298 other long term liabilities.
The total liabilities of both Group and Company towards suppliers and others creditors are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1-31/12/2009 | 1/1-31/12/2008 | 1/1-31/12/2009 | 1/1-31/12/2008 | |
| Suppliers | 65.343 | 71.851 | 976 | 2.435 |
| Notes payable | 16.847 | 7.169 | 0 | 0 |
| Cheques payable | 13.450 | 11.775 | 3 | 3 |
| Customers advances | 29.052 | 25.511 | 0 | 767 |
| Tax liabilities | 0 | 0 | 0 | 0 |
| Social security payable | 7.199 | 6.619 | 15 | 25 |
| Liabilities owed to associate companies | 78 | 0 | 0 | 2 |
| Liabilities to related parties | 1.804 | 125 | 410 | 0 |
| Dividends payable | 270 | 299 | 270 | 299 |
| Sundry creditors | 10.023 | 9.233 | 285 | 1.252 |
| Deferred revenue | 51 | 38 | 0 | 0 |
| Accrued expenses of fiscal year | 2.750 | 2.338 | 174 | 42 |
| Other liabilities transitory accounts | 52 | 259 | 0 | 0 |
| Balance | 146.918 | 135.217 | 2.134 | 4.826 |
The Company considers as related parties the members of the Board of Directors (including their related parties), as well as the shareholders holding a percentage larger than 5% of its share capital. The Group and Company transactions and balances, in the year 1/1- 31/12/2009 and at 31th December 2009, respectively, were the following:
| THE GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| RELATED PARTS | Sales to related parties |
Sales Description |
Purchases from related parties |
Purchases Description |
Receivables to related parties |
Receivables Description |
Liabilities to related parties |
Liabilities Description |
| Amounts in thousand euro | ||||||||
| EUROGENETIKI S.A. | 32 | (8) | 240 | (2) | 0 | 59 | (2) | |
| MEDITRON S.A. | 0 | 652 | (19) | 0 | 368 | (19) | ||
| MEDITREND S.A. | 0 | 31 | (1) | 0 | 30 | (1) | ||
| EUROMEDICA COSMETIC PRIVATE POLYIATREIO S.A. | 17 | (8) | 0 | 40 | (4) | 9 | (11) | |
| CENTRAL MEDICAL SERVICES S.A. | 0 | 0 | 0 | 0 | ||||
| 0 | 577 | (13) | 13.465 | (12) | 0 | |||
| 0 | 0 | 3.619 | (13) | 0 | ||||
| AXON EMPORIKI S.A. | 0 | 0 | 33 | (3) | 0 | |||
| 0 | 0 | 199 | (4) | 0 | ||||
| 0 | 0 | 18 | (11) | 5 | (11) | |||
| ΑΧΟΝ DEVELOPMENT S.A. | 0 | 2.309 | (9) | 9.072 | (9) | 591 | (9) | |
| AXON INTERNATIONAL S.A. | 0 | 0 | 0 | 547 | (16) | |||
| 0 | 0 | 0 | 98 | (3) | ||||
| BYRON INC | 0 | 173 | (13) | 1.139 | (15) | 2.777 | (14) | |
| JENTHORPE INV LTD | 0 | 0 | 0 | 45 | (3) | |||
| SAGITTA INTERNATIONAL | 0 | 0 | 0 | 1 | (3) | |||
| ASTERION TECHNIKI S.A. | 0 | 0 | 0 | 3.014 | (17) | |||
| GENIKI KLINIKI GAVRILAKI S.A. | 23 | (2) | 0 | 0 | 52 | (2) | ||
| EUROMEDICA HEART S.A. | 2 | (18) | 0 | 32 | (11) | 1.099 | (11) | |
| EUROTHERAPY S.A. | 400 | (5) | 0 | 302 | (5) | 0 | ||
| EUROMEDICA S.A. REAL ESTATE | 0 | 0 | 0 | 0 | 1 | (18) | ||
| KERDOS PUBLISING S.A. | 1 | (8) | 133 | (10) | 0 | 44 | (10) | |
| 476 | 4.115 | 27.919 | 8.740 |
| THE COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|
| RELATED PARTS | Sales to related parties |
Sales Description |
Purchases from related parties |
Purchases Description |
Receivables to related parties |
Receivables Description |
Liabilities to related parties |
Liabilities Description |
| Amounts in thousand euro | ||||||||
| EUROMEDICA S.A. | 387 | (18) | 0 | 0 | 408 | (18) | ||
| SONAK S.A. | 0 | 0 | 11 | (11) | 0 | |||
| AXON EMPORIKI S.A. | 0 | 5 | (18) | 18 | (4) | 0 | ||
| AXON SECURITIES S.A. | 0 | 4 | (18) | 0 | 0 | |||
| EUROMEDICA S.A. REAL ESTATE | 0 | 0 | 0 | 0 | ||||
| KERDOS PUBLISHING S.A. | 0 | 8 | (10) | 0 | 4 | (10) | ||
| ΑΧΟΝ INTERNATIONAL S.A. | 0 | 0 | 0 | 98 | (6) | |||
| SAGITTA INTERNATIONAL | 0 | 0 | 0 | 1 | (6) | |||
| EGKEFALOS PELOPONISOU S.A. | 0 | 0 | 14 | (11) | 0 | |||
| 387 | 17 | 43 | 510 |
All manner of BoD Members and Management Executives fees of both Group and Company during the closing year came to € 449(2008 : €417 and € 155(2008: € 139) respectively. At 31/12/2009 there exist claims of the Group and the company from BoD Members and Management Executives totalling € 0 and € 0 respectively. However, the Group and the company have no liabilities to BoD Members and Management Executives.
At 31/12/2009 there are pending lawsuits, extrajudicial calls and in general future claims against companies of the Group and the Company claiming a total amount of € 59.347 and € 52.214 respectively.The outcome of these cases cannot be forecasted based on the data and information available to the management of the Group and therefore no provision has been formulated in its financial statements regarding the above mentioned legal claims. The Group's legal advisors estimate that all lawsuits are expected to be settled without any material adverse effect on the Group's financial position and its operations.
On 27/11/2007 SΟΝΑΚ S.A. filed an appeal for arbitration to the Court of Arbitration against the Greek State regarding a contract for the procurement of advanced technology systems. According to the signed contract dated 19/10/2001 between the contracting parties, i.e. the supplier company "SONAK S.A. " and the buyer namely the "GREEK STATE", the contractual price for the procurement of these defense systems amounts to € 71.979 out of which, according to the payments stipulated in the contract, the supplier has received € 34.516 which represent the advance payment of 50% of the total value after withholding the relevant legal deductions. According to article 12 of the Contract regarding the performance bond and guarantee granting, the supplier has deposited to the Greek State three letters of guarantee issued by ALPHA BANK for an amount of € 41.419.
Furthermore, according to article 21 of the Contract, in case of failure of negotiations between the contracting parties, any dispute, doubt or disagreement regarding the
application or interpretation of the terms and the extent of the rights and obligations arising from the contract in question will be settled between the contracting parties and in case of failure it will be settled by arbitration according to the respective provisions of the Greek Legislation.
The Company by relying on article 21 of the contract is seeking arbitration by the Court of Arbitration requesting that: 1) its appeal to arbitration is admitted; 2) the buyer pays the supplier an amount of € 39.281 including legal interest for the period starting 26/4/2003 or 1/9/2006 or after service of its appeal; 3) the buyer also pays an amount € 2.013 per annum from service of the appeal until its full settlement; 4) the buyer is awarded the entire court expenses (arbitrators' fees and expenses) and lawyers' fees; and 5) it is sentenced to a statement of intention to ALPHA BANΚ for its release from every obligation.
In frame of this pending arbitration, the Single-Member First Instance Court of Athens with the decision 7685/11.12.2008 accepted in its entirety the application dated 1/2/2008 by the subsidiary company for the exclusion of an arbitrator who was appointed by the opposing "GREEK STATE". Accordingly, the "GREEK STATE" had to appoint another arbitrator. Given the foregoing, the arbitration proceedings are currently at the stage of the composition of the arbitral tribunal, namely the choice of arbitrators or the court in the person of the umpire.
Finally, the Court of Arbitration was constituted and met for the first time on 02/06/2009. At this meeting deadlines were set for the conduct of arbitration proceedings (motions and documents examination, any counterclaim by the GREEK STATE, witnesses, etc.). Next, the GREEK STATE brought before to the Court its appeal against SONAK S.A. dated 15/10/2009, which is jointly examined with the appeal of the latter. By this appeal the GREEK STATE calls along with statutory interest be awarded an amount of € 593.942, of which € 500.000 concerning compensation for moral damage. On December 10, 2009 the proposals – denial of the plea for lack of jurisdiction, the proposals on the counter-claims, as well as the sworn statements of witnesses, followed by the presentation of the damage caused to SONAK S.A., were submitted to the Arbitration Court instituted under Article 21 from 19/10/2001 contract between SONAK S.A. and the GREEK STATE for the procurement of advanced technology systems. The whole affair is in the process of evidence presentation, which shall be followed by the examination of witnesses offered by the parties in the hearing which will take place on 30/03/2010. The view of the legal department of the subsidiary regarding the appeal dated 15/10/2009 of the Greek government is that their counter - action is clearly unfounded and unproven, and therefore there is high probability that it will be rejected.
At 31/12/2009 the Group had issued guarantees in order to secure liabilities from bank loans and finance lease contracts of assets of subsidiaries and associate companies of a total amount € 47.018 and had issued letters of guarantee good performance contract total amount of € 46.686.
At 31/12/2009 the Group had concluded agreements for the operating lease of buildings and transportation means which are expected to end on various dates up to the year 2020.
The leases expenses arising from the operating lease of buildings and transportation means which were registered in the income statement of the closing year reached € 3.895
(2008: € 4.161). The future minimum operating lease payments regarding buildings and transportation means on the basis of non-cancelable operating lease contracts are analyzed as follows:
| 1/1-31/12/2009 | 1/1-31/12/2008 | |
|---|---|---|
| Within one year | 4.918 | 4.514 |
| Between one and five years | 15.942 | 18.396 |
| More than 5 years | 12.637 | 9.765 |
| 33.496 | 32.675 |
The companies of the Group have not been audited by tax authorities for the following years:
| COMPANY | From | Since |
|---|---|---|
| AXON HOLDING S.A. | 2009 | 2009 |
| Ι. Subsidiaries | ||
| ORASIS HELLENIC OPTHALMOLOGICAL CENTER S.A | 2007 | 2009 |
| IPPOKRATIS CENTER OF NUCLEAR MEDICINE S.A. | 2007 | 2009 |
| YGEIA VOLOU MEDICAL DIAGNOSTIC CENTER VOLOS S.A. | 2007 | 2009 |
| MELAMBUS MEDICINE S.A. | 2007 | 2009 |
| THEOTOKOS MAIEYTIKI GYNEKOLOGIKI KLINIKI LARIS.A.S S.A. | 2007 | 2009 |
| AXON HOLDING MULTIDIAGNOSTIC CENTER LARISA. S.A. | 2007 | 2009 |
| PYLI AXIOU PRIVATE DIAGNOSTIC CENTER S.A. | 2007 | 2009 |
| GENESIS MAIEYTIKI GYNECOLOGIKI KLINIKI THESSALONIKIS S.A. | 2007 | 2009 |
| AXON HOLDING AROGI MEDICAL CENTER APOKATASTASI S.A. | 2004 | 2009 |
| GENERAL CLINIC OF DODEKANISA S.A. | 2007 | 2009 |
| EUROPROCUREMENT S.A. | 2009 | 2009 |
| PRIVATE DIAGNOSTIC CENTER MAGNETIC TOMOGRAPHY VOLOS S.A. |
2007 | 2009 |
| AXON HOLDING PALAIOU FALIROU S.A. | 2006 | 2009 |
| PRIVATE DIAGNOSTIC LAB - MEDICAL S.A. (AXIAL TOMOGRAFY SERRES) |
2007 | 2009 |
| YGEIA MAGNETIC DIAGNOSIS S.A. | 2007 | 2009 |
| AXON HOLDING FINANCE No 1 | 2007 | 2009 |
| TOURISTIC ENTERPRISES W. MACEDONIA S.A. | 2007 | 2009 |
| ARISTOTELEIO PRIVATE DIAGNOSTIC LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A. |
2007 | 2009 |
|---|---|---|
| DATA DESIGN S.A. | 2007 | 2009 |
| IONIA AXON HOLDING OF CORINTHOS S.A. | 2003 | 2009 |
| MEDIΝET ALEXANDROUPOLIS PRIVATE DIAGNOSTIC LABORATORY S.A. |
2007 | 2009 |
| AROGI S.A. | 2007 | 2009 |
| APOKATASTASI S.A | 2006 | 2009 |
| AXON HOLDING EASTERN ATTICA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. |
2007 | 2009 |
| AXON HOLDING IONIOS GENERAL CLINIC S.A. | 2004 | 2009 |
| MEGARA PRIVATE MEDICAL DIAGNOSTIC LAB S.A. | 2007 | 2009 |
| IONIA PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER MEDICAL S.A |
2008 | 2009 |
| PRIVATE DIAGNOSTIC LABORATORY AXON HOLDING GALINOS TRIKALON S.A. |
2007 | 2009 |
| MULTI-DIAGNOSTIC CENTER PIERIAS IATRIKI S.A. | 2007 | 2009 |
| PRIVATE NEUROPSYCHIATRIC CLINIC KASTALIA S.A | 2007 | 2009 |
| IPPOKRATIS - MULTI-SPECIALTY DIAGNOSTIC CENTER S.A. | 2008 | 2009 |
| IPPOKRATIS MAGNETIC TOMOGRAPHY S.A | 2007 | 2009 |
| AXIAL TOMOGRAPHY Ν. IONIAS S.A. | 2006 | 2009 |
| MEDICAL DIAGNOSIS OF LESVOS S.A. | 2007 | 2009 |
| MEDINET KAVALAS PRIVATE DIAGNOSTOC CENTER S.A | 2008 | 2009 |
| ΕUROMEDICA AROGI ACHAIAS S.A. | 2008 | 2009 |
| ΕUROMEDICA LYDIA KAVALAS S.A. | 2008 | 2009 |
| ZOE-GENIKI THERAPEFTIKI PRIVATE CLINIC S.A. | 2008 | 2009 |
| AXON HOLDING ALBANIA HOLDINGS | 2008 | 2009 |
| IONIA-AXON HOLDING PRIVATE MULTI-SPECIALTY DIAGNOSTIC CENTER IATRIKI S.A. |
2008 | 2009 |
| PRIVATE DIAGNOSTIC LABORATORY EURODIAGNOSIS CORFU S.A. | 2007 | 2009 |
| DIAGNOSTIC CENTER IKEDA Sh p.k. | 2008 | 2009 |
| AXON HOLDING SERRES S.A. | 2008 | 2009 |
| DIAGNOSTIC CENTER LARISA S.A. | 2006 | 2009 |
| NEUROLOGICAL PSYCHIATRIC CLINIC A. PISSALIDIS – A. KARIPIS S.A. |
2007 | 2009 |
| PRIVATE DIAGNOSTIC LABORATORY ALEXANDRIO S.A. | 2007 | 2009 |
| PRIVATE DIAGNOSTIC LABORATORY OF WESTERN THESSALONIKI | 2007 | 2009 |
(Amounts are expressed in thousands Euro, unless otherwise stated)
| AXIAL DIAGNOSIS S.A. | 2007 | 2009 |
|---|---|---|
| AXON HOLDING APOKATASTASI S.A. | 2008 | 2009 |
| VOGIATZIS PRIVATE DIAGNOSTIC LABORATORY S.A. | 2007 | 2009 |
| PRIVATE DIAGNOSTIC LABORATORY AXON HOLDING TRIKALA S.A. | 2008 | 2009 |
| KASTALIA ACHAIAS S.A. | 2008 | 2009 |
| D.S. SIOVAS – RADIODIAGNOSTIC CENTER GREVENA | 2008 | 2009 |
| ASKLEPIO INFIRMARY LARISA S.A. | 2008 | 2009 |
| S.K.D.S. MANAGEMENT ADVISORS S.A. | 2008 | 2009 |
| GENIKI NOSILEFTIKI GENERAL SERVICES S.A. | 2008 | 2009 |
| AXON HOLDING GULF HOLDINGS S.A. | 2009 | 2009 |
| AXON HOLDING GALATSIOY S.A. | 2009 | 2009 |
| ALPHA NEFRODYNAMIKI SA. | 2007 | 2009 |
| AXON HOLDING CRETE RECOVERY AND REHABILITATION CENTER S.A. |
2009 | 2009 |
| SONAK S.A. | 2005 | 2009 |
| AXON SECURITIES S.A. | 2007 | 2009 |
| EUROMEDICA REAL ESTATE S.A. | 2009 | 2009 |
| EGEFALOS PELOPONISOU S.A. | 2007 | 2009 |
| AXON MANAGEMENT S.A. | 2007 | 2009 |
| AXON FINANCE S.A. | 2008 | 2009 |
| ΙΙ. Associates | ||
| EUROGENETIKI S.A. - MODEL CENTER OF RESEARCH AND APPLICATION OF MOLECULAR BIOLOGY |
2006 | 2009 |
| MEDITRON S.A. | 2007 | 2009 |
| DORMED HELLAS S.A. | 2007 | 2009 |
| MEDICINE DIAGNOSTIC LABORATORY KOZANI S.A. | 2007 | 2009 |
| PRIVATE POLYDIAGNOSTIC CENTER KARDITS.A. S.A | 2008 | 2009 |
| MEDITREND S.A. | 2006 | 2009 |
| AXON HOLDING WESTERN MACEDONIA-KOZANI S.A. | 2008 | 2009 |
| AXON HOLDING COSMETIC PRIVATE POLYIATREIO S.A. | 2008 | 2009 |
| CENTRAL MEDICAL SERVICES S.A. | 2008 | 2009 |
In the reporting year, the tax obligations of the followings companies of the Group were finalized:
| A/A | COMPANIES THAT WERE TAX AUDITED | FISCAL YEARS AUDITED | Additional taxes and surcharges emerged |
|---|---|---|---|
| 1 | AXON HOLDING S.A. | 2005-2007 | 557 |
| 2 | EUROMEDICA S.A. | 2006-2008 | 756 |
| 3 | ORASIS HELLENIC OPTHALMOLOGICAL CENTER S.A | 2007 - 2008 | 35 |
| 4 | ΙΔΙΩΤΙΚΟ ΔΙΑΓΝΩΣΤΙΚΟ ΕΡΓΑΣΤΗΡΙΟ ΠΥΛΗΣ ΑΞΙΟΥ Ι.Α.Ε. | 2003-2006 | 0 |
| 5 | GENERAL CLINIC OF DODEKANISA S.A. | 2000 - 2006 | 63 |
| 6 | EUROPROCUREMENT S.A. | 2007 - 2008 | 60 |
| 7 | TOURISTIC ENTERPRISES W. MACEDONIA S.A. | 2000 - 2006 | 3 |
| 8 | ARISTOTELEIO PRIVATE DIAGNOSTIC LABORATORY AXIAL TOMOGRAPHY IATRIKI S.A. |
2003 - 2006 | 2 |
| 9 | IONIA AXON HOLDING OF CORINTHOS S.A. | 2004 - 2005 | 1 |
| 10 | MULTI-DIAGNOSTIC CENTER PIERIAS IATRIKI S.A. | 2002 - 2006 | 0 |
| 11 | IPPOKRATIS MAGNETIC TOMOGRAPHY S.A | 2005 - 2006 | 3 |
| 12 | PRIVATE DIAGNOSTIC LABORATORY EURODIAGNOSIS CORFU S.A. |
2003 - 2006 | 5 |
| 13 | DIAGNOSTIC CENTER LARISA S.A. | Έως 30/6/2006 | 31 |
| 14 | PIGADAS S.A. | Έως και 2006 | 12 |
Total taxes from previous years that were recognised 1.528
Total additional tax for the Group amounted to € 1.528, is included partly in the account Other operating expenses" € 153 as well as in the account "Income taxes" € 1375. Regarding the aforementioned amounts, formed provision of tax non – audited years of € 153 and € 1.994 have been recognized as revenue in the consolidated statement of comprehensive income respectively. Moreover, additional tax for the Group amounted to € 557, is included partly in the account Tax income". Regarding the aforementioned amounts, formed equally amounted provision of tax non – audited years of have been recognized as revenue in the consolidated statement of comprehensive income respectively.
The Group forms provisions for additional taxes concerning tax non – audited years based on recent completed tax audits and tax regulation. The accumulated provision at 31/12/2009 amounts to € 3.423 (2008: € 4.113) for the Group € 424 (2008: €860) for the company.
The most significant after balance sheet events are as follows :
The subsidiary company of the Group PRIVATE DIAGNOSTIC LABORATORY EURODIAGNOSIS CORFU S.A. located in the city of Corfu made a binding agreement to acquire 40.0% stake in the societe anonyme company that will result from the conversion of IDIOTIKO DIAGNOSTIC LABORATORY IMAGING DIMITRIOS PANOPOULOS Ltd that operates a radio diagnostic laboratory in the city of Zante. The price for the aforementioned acquisition reached € 260. The laboratory operates since 1997 axial tomography, mastography, ultrasonography, bone density meter and radiology section. In the new scheme, except for the subsidiary, will participate experts of the laboratory with a
participating percentage of 9,0 % and doctors from Ionian sea and Western Greece with 51.0 %.
At 20/1/2009 the extradionary General meeting of the shareholders of EUROPROCUREMENT S.A. decided an increase of its share capital of an amount of € 18.513 by capitalizing an amount of € 18.400 of "Paid-in-surplus" and an amount of 113 of "Profit carried forward" through increasing the nominal value of shares by € 168,29636364 (amount in euro) with a simultaneous decrease of the share capital by € 19.112 through reducing the nominal value of shares by € 173,74636364 (amount in euro). The aforementioned decrease took place through distributing 3.990.000 shares of EUROMEDICA S.A. to the shareholders.
In 24/2/2010, the Group's subsidiary EUROMEDICA AEP.I.Y. proceeded to sell the entire holding in parent company AXON SA HOLDING, which was 1,987,407 shares with the same purchase price € 11.662, for a total price of € 1.093 (€ 0,55-million-amount per share).
There are no significant subsequent events that relate to other business areas.
Apart from the aforementioned facts, there are no further events after the Financial Statement Position date i.e. the 31th December 2009, regarding the Group, worth to be noted based on the obligations and rules dictated by the IFRS
During the year 2009 (1/1/2009 – 31/12/2009), AXON HOLDING S.A. has publicly disposed, pursuant to relevant legislation, the following information that can be found posted to Company's website (www.axonholdings.gr) as well as to Athens Stock Exchange website (www.ase.gr).
| TRANSACTION DISCLOSURE | |||||||
|---|---|---|---|---|---|---|---|
| A/A | DATE | SUBJECT | POSTED | ||||
| 1 | 12/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 2 | 13/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 3 | 14/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 4 | 19/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 5 | 20/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 6 | 21/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 7 | 22/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 8 | 23/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 9 | 26/1/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 10 | 2/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 11 | 4/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 12 | 6/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 13 | 9/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 14 | 10/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 15 | 11/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 16 | 12/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 17 | 13/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 18 | 16/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 19 | 17/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 20 | 18/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 21 | 19/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 22 | 20/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 23 | 23/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 24 | 24/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 25 | 25/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 26 | 27/2/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 27 | 3/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 28 | 4/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 29 | 5/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 30 | 9/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr | ||||
| 31 | 9/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 32 | 10/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
|---|---|---|---|
| 33 | 11/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 34 | 11/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 35 | 12/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 36 | 13/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 37 | 16/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 38 | 17/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 39 | 18/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 40 | 19/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 41 | 19/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 42 | 20/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 43 | 23/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 44 | 31/3/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 45 | 1/4/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 46 | 2/4/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 47 | 6/4/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 48 | 4/6/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 49 | 10/6/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 50 | 10/6/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 51 | 20/8/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 52 | 21/8/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 53 | 24/8/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 54 | 25/8/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 55 | 27/8/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 56 | 28/8/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 57 | 18/9/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 58 | 23/9/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| 59 | 13/11/2009 | TRANSACTION DISCLOSURE | www.axonholdings.gr,www.ase.gr |
| COMMENTARY-SUMMARY OF RESULTS | |||||||
|---|---|---|---|---|---|---|---|
| A/A | DATE | SUBJECT | POSTED | ||||
| 1 | 27/3/2009 | PUBLICATION OF ANNUAL FINANCIAL STATEMENTS |
www.axonholdings.gr,www.ase.gr | ||||
| 2 | 29/5/2009 | PUBLICATION OF QUARTER RESULTS 2009 |
www.axonholdings.gr,www.ase.gr | ||||
| 3 | 29/5/2009 | PUBLICATION OF QUARTER RESULTS 2009 |
www.axonholdings.gr,www.ase.gr | ||||
| 4 | 27/11/2009 | PUBLICATION OF 3rd QUARTER RESULTS 2009 |
www.axonholdings.gr,www.ase.gr |
| FURTHER INFORMATION | ||||||
|---|---|---|---|---|---|---|
| A/A | DATE | SUBJECT | POSTED | |||
| 1 | 13/4/2009 | COMMENTARY OF PUBLICATION | www.axonholdings.gr,www.ase.gr | |||
| 2 | 15/4/2009 | INVITATION TO THE ANNUAL SHAREHOLDERS |
www.axonholdings.gr,www.ase.gr | |||
| 3 | 15/4/2009 | INVITATION TO THE ANNUAL SHAREHOLDERS |
www.axonholdings.gr,www.ase.gr | |||
| 4 | 15/4/2009 | COMMENTARY OF PUBLICATION | www.axonholdings.gr,www.ase.gr | |||
| 5 | 8/5/2009 | DECISIONS OF THE GM 08/05/2009 | www.axonholdings.gr,www.ase.gr | |||
| 6 | 8/5/2009 | NEW B.D. | www.axonholdings.gr,www.ase.gr |
| DISCLOSURES Ν.3556/2007 | |||||||
|---|---|---|---|---|---|---|---|
| A/A | DATE | SUBJECT | POSTED | ||||
| 1 2 |
11/6/2009 25/9/2009 |
DISCLOSURES OF CHANGES 3556/2007 DISCLOSURES OF CHANGES 3556/2007 |
www.axonholdings.gr,www.ase.gr www.axonholdings.gr,www.ase.gr |
||||
| 3 | 29/9/2009 | DISCLOSURES OF CHANGES 3556/2007 | www.axonholdings.gr,www.ase.gr |
| BUSINESS DEVELOPMENTS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| A/A | DATE | SUBJECT | POSTED | ||||||
| 1 | 13/2/2009 | COMPLETION OF REGULAR TAX AUDIT | www.axonholdings.gr,www.ase.gr | ||||||
| 2 | 27/4/2009 | ESTABLISHMENT OF NEW COMPANY BY AXON HOLDINGS & EUROMEDICA |
www.axonholdings.gr,www.ase.gr | ||||||
| 3 | 28/4/2009 | ESTABLISHMENT OF NEW COMPANY BY AXON HOLDINGS & EUROMEDICA |
www.axonholdings.gr,www.ase.gr |
The annual and interim financial statements of the Group and the Company, the Auditor's Report and the Report of the Board of Directors to the Annual General Meeting have been posted on the Company's website (www.axonholdings.gr).
The annual financial statements, audit reports and reports of the Board of directors of companies incorporated in the consolidated financial statements of the Company are posted on the Company's website (www.axonholdings.gr).
FOR THE FINANCIAL YEAR FOR THE YEAR ENDED 31ST DECEMBER 2009 PUBLISHED ACCORDING TO C.L. 2190, ARTICLE 135 FOR COMPANIES PUBLISHING ANNUAL FINANCIAL STATEMENTS, CONSOLIDATED AND NON – CONSOLIDATED, IN ACCORDANCE WITH IFRS
| Competent Authority: | Ministry of DevelopIment, Department o |
|---|---|
| Company's website address: | www.axonholdings.gr |
| Date of approval of the financial statements | |
| by the Board of Directors: | 29 March 2010 |
| Certified Auditor: | Vrasidas Sp. Damilakos SOEL R.N. 22791 |
| Auditing Company: | BDO CERTIFIED & REGISTERED AUDITOR |
| Audit Report Type: | With confirming opinion - matter of empl |
| SIAIEMENT OF FINANCIAL POSITION (consolidated and separate Amounts in thousands of Euro |
STATEMENT OF COMPREHENSIVE INCOME | (consolidated and separate) Amounts in thousands of Euro | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Group | COMPANY | GROUP | COMPANY | ||||||
| ASSETS | 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | 1/1-31/12/2009 1/1-31/12/2008 | 1/1-31/12/2009 1/1-31/12/2008 | |||
| Property, plant and equipment | 461.416 | 370.252 | 4.165 | 4.588 | |||||
| Investment property | 51.579 | 30.628 | 54.675 | 34.871 | Total Revenue | 263.869 | 251.347 | 2.689 | 6.953 |
| Intangible assets | 138.603 | 136.639 | 30 | 1.421 | Gross profit / [loss] | 57.450 | 50.545 | 543 | 708 |
| Other non-current assets | 60.865 | 72.709 | 112.014 | 114.927 | Profit / Loss before Tax financing and investing results |
44.145 | 21.575 | 19.470 | 1.146 |
| Inventories | 26.325 | 27.064 | o | 1.162 | E.B.I.T.D.A. | 58.269 | 39.439 | 20.763 | 3.256 |
| Trade receivables | 118.051 | 108.899 | 579 | 1.789 | Profit / (loss) before tax | (931) | (15.773) | 17.093 | (848) |
| Other current assets | 129.228 | 123.042 | 179 | 247 | Profit / (loss) after tax (A) | (6.557) | (12.724) | 14.785 | 500 |
| Non-current assets available for sale | Owners of the Company | 602 | (9.712) | 14.785 | 500 | ||||
| TOTAL ASSETS | 986.067 | 869.233 | 171.642 | 159.005 | Non-controlling interest | (7.160) | (3.012) | Ð | $\mathbf{0}$ |
| Other comprehensive income after tax (B) | 52.299 | (7.998) | 43 | (43) | |||||
| EQUITY AND LIABILITIES | Total comprehensive income after tax (A)+(B) | 45.742 | [20.722] | 14.828 | 457 | ||||
| Share capital | 24.712 | 24.712 | 24.712 | 24.712 | - Owners of the Company | 24.302 | (14.710) | 14.828 | 457 |
| Other Shareholders' Equity items | 110.079 | 83.911 | 89.305 | 74.472 | Non-controling interest | 21.440 | (6.012) | $\theta$ | $\bf{0}$ |
| Company shareholders' equity [a] | 134.791 | 108.623 | 114.017 | 99.184 | Earnings / (loss) per share after tax - basic (in €) | 0.0158 | (0, 2539) | 0.3667 | 0,0124 |
| Non-controlling interests (b) | 140.424 | 116.729 | n | 0.0000 | 0.0000 | ||||
| Total Equity $[c] = [a] + [b]$ | 275.215 | 225.352 | 114.017 | 99.184 | |||||
| Long term loans & borrowings | 322.110 | 301.497 | 35.556 | 35.969 | Earnings / [loss] before tax, financing and investing results | 64.353 | 39.330 | 20.763 | 3.499 |
| Provisions and other long term liabilities | 113.512 | 84.101 | 9.728 | 7.956 | and total depreciation | ||||
| Short term loans and borrowings | 115.417 | 108.700 | 9.786 | 10.595 | CASH FLOW STATEMENT | ||||
| Other short term liabilities | 159.813 | 149.583 | 2.555 | 5.301 | (consolidated and separate) Amounts in thousands of Euro | ||||
| Liabilities associated with non-current available | GROUP | COMPANY | |||||||
| for sale assets | $\Omega$ | Ð | 1/1-31/12/2009 1/1-31/12/2008 | 1/1-31/12/2009 1/1-31/12/2008 | |||||
| Total liabilities (b) | 710.852 | 643.881 | 57.625 | 59.821 | Cash flows from operating activities: | ||||
| TOTAL EQUITY AND LIABILITIES (c) + (d) | 986.067 | 869.233 | 171.642 | 159.005 | Profit / (Loss) before tax | (931) | (15.773) | 17.093 | (848) |
| Plus (less) adjustments for: | |||||||||
| Depreciation and amortization expenses | 20.339 | 17.971 | 1.293 | 2.353 | |||||
| STATEMENT OF CHANGES IN EQUITY | Provisions | 6.949 | 1.160 | 6 | (354) | ||||
| (consolidated and separate) Amounts in thousands of Euro | Loss / (gain) from disposal of fixed assets | (106) | 106 | O | (267) | ||||
| GROUP | COMPANY | Proceeds from sale of investments and securities | 3.641 | 16.282 | 0 | (578) | |||
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | Amortization of government grants | (131) | (216) | $\Omega$ | ||
| Total equity at the beginning of the period | Impairment of available for | ||||||||
| (01/01/2009 and 01/01/2008 respectively) | 225.352 | 258.588 | 99.184 | 103.402 | sale financial assets | 16,683 | |||
| Total comprehensive income after tax | 45.742 | (20.722) | 14,828 | 457 | Loss / (gain) from owner occupied property | 6.321 | ٥ | ||
| Changes in share capital | n | (4.051) | o | [4.051] | Loss / (gain) from investment property | [21.190] | o | (19.936) | 510 |
| Share capital increase expenses | (568) | (570) | Impairment of Goodwill | 521 | o | 521 | $\theta$ | ||
| Dividends paid | (3.153) | (4.345) | $\Omega$ | Income from participations | (1.269) | (1.711) | O | (1.009) | |
| Change in existing subsidiaries participating interests and | Loss / (gain) from holdings in associates | (82) | 148 | o | л | ||||
| consolidation of new subsidiaries | 7.274 | (3.406) | O | Debit interest and other related expenses | 22.505 | 2.829 | |||
| Movement in treasury shares | ٥ | [144] | o | (54 | 19.067 49.812 |
40.472 | 1.936 913 |
2.636 | |
| Settlement of reserves | n | o | |||||||
| Total equity at the end of the period | Plus / (less) adjustments for changes in working capital | ||||||||
| (31/12/2009 and 31/12/2008 respectively) | 275.215 | 225.352 | 114,017 | 99.184 | or operating activities accounts: | ||||
| [Increase] / decrease in inventories | 760 | 1.792 | 1.162 | (44) | |||||
| (Increase) / decrease in trade and other receivables | [28.210] | (7.795) | 1.336 | 1.481 | |||||
| ADDITIONAL DATA AND INFORMATION | Increase / [decrease] in payables (less loans) | 41.213 | (28.740) | (3.193) | (10.611) | ||||
| 1. The matter of emphasis mentioned in the certified auditor's report regards pending legal cases. | [Less]: | ||||||||
| 2. The names of all companies (separate and consolidated) included in the condensed financial statements, the country of | Debit interest and other related expenses paid | (18.036) | (21.953) | (1.936) | (2.851) | ||||
| incorporation, the Group's participating interest (direct and indirect) as well as the consolidation method applied for each company, are presented in Note 3 of the financial statements. |
Income taxes paid | [8.034] | (13.846) | (38) | (2.569) | ||||
| 3. The financial statements of the Company are not included in the consolidated financial statements of any other company. | Net cash (used in) / generated from operating activities (a) | 37.505 | (30.070) | (1.756) | (11.958) | ||||
| 4. Tax unaudited fiscal years of the companies included in the consolidated financial statements are presented in Note 42,4 of the l | Cash flows from investing activities. | ||||||||
| financial statements. | Acquisitions of subsidiaries, affiliates, joint ventures and | ||||||||
| 5. The Group and the Company are involved in a number of legal proceedings and have various unresolved claims pending (Group.€) other investments | [20.859] | (65.631) | (120) | (11.273) | |||||
| 664.958 k. Company E Ok.), most of which are covered by special insurance contracts and it is estimated that their outcome will not | Purchase of treasury shares | 0 | (143) | 0 | (568) | ||||
| have a material effect on the financial position and operations of the Group. | Purchase of tangible & intangible assets | (67.327) | (54.548) | $\mathbf 0$ | (348) | ||||
| 6. The Group and the Company have not formed provisions for unresolved or under arbitration legally prosecuted claims or courts' | Proceeds from tangible and intagible assets sales | 46 | 1.745 | D | 14.403 | ||||
| decisions nor arbitration awards, as the outcome of such pending cases is estimated not to have a material effect on the financial | Proceeds from financial assets and investments sales | 18.501 | 26.237 | 3.027 | 4.378 | ||||
| position and operations of the Group and the Company and at this stage it cannot be reliably estimated. The Group and the | Proceeds from financial assets | 5 | O | ||||||
| Company have formed provisions for tax unaudited fiscal years amounting to € 3.423 k. and € 424 k. respectively and other | Interest received | 704 | 1.080 | ||||||
| provisions amounting to € 349 k. and € 0 k. respectively. | 23 $\mathbf{0}$ |
||||||||
| 7. As of 31/12/2009, the Company owned 191.854 treasury shares, acquired for a total amount of € 917 k. | Proceeds from government grants | $[9] % \includegraphics[width=0.9\columnwidth]{figures/fig_0a.pdf} \caption{The figure shows the number of times, and the number of times, the number of times, the number of times, the number of times, the number of times, the number of times, the number of times, the number of times,$ | 45 | ||||||
| As of 31/12/2009, the Group owned 2.302.173 treasury shares (shares of the Company), acquired for a total amount of € 12.866 k. | Dividends received | 1.269 | 1,808 | 1.009 | |||||
| 8. Other comprehensive income, after tax, for the period, respectively for the Group and the Company is as follows: | Net cash from investing activities (b) | (67.671) | (89.402) | 2.907 | 7.624 | ||||
| GROUP | COMPANY | Cash flows from financing activities: | |||||||
| 31/12/2009 | 31/12/2008 | 31/12/2009 | 31/12/2008 | Proceeds from / Repayment of loans | 27.395 | 129.084 | (1.222) | 8.635 | |
| Valuation of available for sale financial assets | Repayment of finance lease liabilities | 1.366 | 5.897 | ٠O | |||||
| at fair value | 14.556 | (14.556) | 58 | (58) | Dividends paid | [2.972] | (7.256) | (30) | [4.512] |
| Revaluation of assets at fair value | 50.675 | $\Omega$ | $\mathbf{0}$ | 10 | Board of Directors' fees | [1.057] | (709) | ||
| Income tax over the other comprehensive income | (12.932) | 6.559 | (15) | 15 | Net cash from financing activities (c) | 24.732 | 127.016 | (1.252) | 4.123 |
| Other comprehensive income after tax | 52.299 | (7.998) | 43 | (43) | Net increase / (decrease) in cash & | ||||
| 9. The subsidiary companies of the Group Isee pote 3 to the financial statements) included in the consolidated financial statements | cash equivalents (a)+(b)+(c) | IS 6361 | 7566 | [101] | 12111 |
| Total equity attributable to owners of the Company Chairman of the Board of Directors APOSTOLOS TERZOPOULOS ID. No Σ636315/98 |
108.701 | 108.623 | Athens. 29 March 2010 The Head of the Accounting Department The Managing Director PANAGIOTIS DOUMANOGLOU LOUKAS LIAKOS ID. No T 017003 ID. No Σ 232215/00 ECONOMIC CHAMBER OF GREECE LICENCE No 38962 A' CLASS |
||
|---|---|---|---|---|---|
| resulting goodwill is presented in the table below [ amounts in thousands of Euro]: Total revenue Profit / Loll after tax attributable to owners of the Company Total comprehensive income after tax attributable to owners of the Company |
GROUP 1/1-31/12/2008 Published 251.708 (9.632) [14.629] |
Restated 251.347 (9.712) (14.710) |
20. The basic earnings/loss per share after tax where calculated based on the weighted average number of outstanding shares. 21. E.B.I.T.D.A. is equal to Earnings before tax, financing and investing results, depreciation and amortization (except amortization of government grants on fixed assets, profit/loss from disposal of fixed assets and gains / losses from revaluation of property plant and equipment). |
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| consolidated in the financial statements of the reporting period, by the equity method and which had not been included in the financial statements of the previous fiscal year, is the company CENTRAL MEDICAL SERVICES S.A. (participating interest 21.81%). 11. The subsidiary company S.K.D.S. BUSINESS CONSULTUNTS S.A. [ex EUROHOSPITAL S.A.] was consolidated by the Equity method, in the consolidated financial statements on 31/12/2008, whereas on 31/12/2009 by the total consolidation method (participating interest 49.86%), due to the undertaking of its business activities management. (note 22 of the financial statements) 12. The subsidiary company of the Group EUROMEDICA S.A. on 14/10/2009 sold its entire holding in the share capital of IONIA SA UNITS OF AIMOKATHARSIS, which amounted to 49% for the total amount of of €270. IONIA S.A. on 31/12/2009 was not included in the consolidated financial statement, whereas on 30/9/2009 and 31/12/2008 was consolidated by the total consolidation method. 13. During the fiscal year of 2009 the resulting goodwill relating to certain companies acquired and consolidated in the financial statements using the method of full consolidation was finalized. More analysis is given in note 20 of the financial statements. Changes to previous published financial statements as well as data and information on Total Revenue, the Profit/Loss after tax for the reporting period attributable to the owners of the Company, the total comprehensive income after tax attributable to the owners of the Company as well as the changes in equity attributable to the owners of the Company due to the finalization of the |
al Income b) Expenses c) Receivables d) Payables e) Transactions and remuneration of management executives and board members f) Receivables from management executives and board members g] Payables to management executives and board members 18. The amount of € 41.562 was restated from "Other Short Term Liabilities" to "Other Long Term Liabilities" of the consolidated statement of financial position, since it regards advanced payments from customers of a subsidiary for the supply of advanced technology services. The amount is expected to be cleared against the equivalent invoiced claims after 12 months (note 39 of the financial statements). 19. On 24/2/2010 the Company sold all of its holdings in AXON HOLDING S.A., namely 1.987.407 shares for the total amount of € 1.093. More information is offered in note 43 of the financial statements. |
GROUP 476 4.115 27.919 8.740 |
COMPANY 387 43 510 155 |
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| . financial statements of the previous year, are the following: SIOVAS - X-RAY GREVENON CENTER S.A. on 1/2/2009 (participating interest 30.54%), MEDICAL SERVICES RECOVERY AND RECOVERY S.A. on 1/3/2009 [participating interest 37.40%] and ALPHA NEFRODYNAMIKI S.A. on 20/8/2009 (participating interest 29.29%). The associate company of the Group (see note 3 to the financial statements) which was acquired on 30/6/2009 and was 24, are analyzed as follows: (Amounts in thousands of euro): |
THE UNIMAL OF HIS ENDINGERS OF THE OLOGO GUN HAE COURSILLE OF HIS CIM OF HIS BLANCOS HISPLE LOGIL MOS EVERY GUN STESSOPHIZED. 16. Investments in fixed assets for the reporting period amounted to € 67.327 k. for the Group and € 0 k. for the Company. 17. The cumulative amounts of income and expenses from the beginning of the fiscal year and the balances of receivables and payables of the Group and the Company at the end of the reporting period, that have emerged from transactions with related parties as those are defined by IAS |
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