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Anek Lines S.A.
Interim / Quarterly Report • Oct 6, 2022
2693_ir_2022-10-06_d7049e00-6d5b-47cb-8153-a488dcc4cfe8.pdf
Interim / Quarterly Report
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SEMI - ANNUAL FINANCIAL REPORT FOR THE PERIOD FROM 1ST JANUARY TO 30TH JUNE
2022
ANEK LINES S.A. No of G.E.C.R.: 121557860000 148 KARAMANLI AVE., 73100 CHANIA, CRETE TEL.: 28210 24000, www.anek.gr
CONTENTS
| STATEMENTS OF BOARD OF DIRECTORS 3 | ||
|---|---|---|
| REVIEW REPORT BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 4 | ||
| SEMIANNUAL REPORT OF THE BOARD OF DIRECTORS 6 | ||
| INTERIM SEPARATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2022 14 | ||
| STATEMENTS OF COMPREHENSIVE INCOME 15 | ||
| STATEMENTS OF FINANCIAL POSITION16 | ||
| STATEMENTS OF CHANGES IN EQUITY17 | ||
| CASH FLOW STATEMENTS 18 | ||
| INFORMATION AND EXPLANATORY NOTES ON THE INTERIM FINANCIAL STATEMENTS OF THE PERIOD | ||
| 01.01.2022 – 30.06.2022 19 | ||
| 1. | General information for the Company and the Group 20 | |
| 2. | Preparation basis of the financial statements and accounting principles21 | |
| 3. 4. |
Seasonal nature of business activities 25 Segmental information 26 |
|
| 5. | Fixed assets27 | |
| 6. | Cash and cash equivalents29 | |
| 7. | Long term and short term bank borrowings29 | |
| 8. | Other long term liabilities30 |
- Income tax ..........................................................................................................................................................31 11. Balances and transactions with related parties..................................................................................................32 12. Commitments and contractual liabilities............................................................................................................33 13. Contingent liabilities / receivables – litigious disputes or disputes in arbitration..............................................34 14. Subsequent events..............................................................................................................................................35
The attached semiannual financial report has been prepared according to article 5 of the law 3556/2007 and has been approved for publishing by the Board of Directors of the parent company at the date of 29 th September 2022 and is disclosed in the web address of the Company www.anek.gr
The attached semi-annual financial report has been translated from the Greek original version.
STATEMENTS OF BOARD OF DIRECTORS
(according to article 5 par.2 of Law 3556/2007)
The members of the Board of Directors of ANEK SA:
- Georgios Katsanevakis, Chairman,
- Ioannis Vardinoyannis, Managing Director,
- Spyridon Protopapadakis, A' Vice-Chairman as assigned
hereby represent that, to the best of our knowledge:
a) the semi-annual financial statements (separate and consolidated) for the period 1st January 2022 to 30th June 2022 prepared according to the applicable International Financial Reporting Standards, present truly and fairly the assets and liabilities, the equity and the financial results of the Company ANEK LINES SA, as well as of the consolidated companies according to paragraphs 3 to 5 of article 5 of Law 3556/2007, and
b) the semi-annual enclosed Report of Board of Directors presents fairly the information required according to paragraph 6 of article 5 of Law 3556/2007.
Chania, September 29th 2022
The Chairman The Managing Director The A' Vice-Chairman
ID Card No. AI 473513 ID Card No. Π 966572 ID Card No. AA 490648
GEORGIOS G. KATSANEVAKIS IOANNIS I. VARDINOYANNIS SPYRIDON I. PROTOPAPADAKIS
REVIEW REPORT BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors of ANEK S.A.
Introduction
We have reviewed the accompanying condensed separate and consolidated statement of financial position of ANEK S.A. (the "Company"), as at 30 June 2022 and the relative condensed separate and consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes, that constitute the condensed interim financial information, which is an integral part of the six-month financial report under the L. 3556/2007. Management is responsible for the preparation and presentation of this condensed interim financial information, in accordance with International Financial Reporting Standards, as adopted by the European Union (EU) and which apply to Interim Financial Reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this condensed interim financial information based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing that have been incorporated into the Greek Legislation and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard "IAS 34".
Material Uncertainty Related to Going Concern
We draw attention to Notes (2) and (14) in the condensed interim financial information, where are indicated that: a) the working capital of the Company and the Group are negative respectively by € -284,4 million and € -276,1 million, the equity of the Company and the Group are negative respectively by € -73,2 million and € -62,5 million, while there are overdue liabilities of the Company towards credit institutions, b) on 26.09.2022 a decision was taken by the Board of Directors of the Company regarding the initiation of the business transformation process for the merger by absorption of "ANEK S.A." by "ΑΤΤΙCA Holdings S.A." in the context of an agreement of the latter with the main shareholders and creditors of the Company.
The above events and conditions combined with the current energy and inflationary crisis and the current high prices of marine fuels, indicate a material uncertainty that may cast significant doubt on the Company's and the Group's ability to continue as a going concern in the event that the aforementioned business transformation and the parallel agreement with the creditors for the settlement are repayment of the loan debt of "ANEK S.A." are not completed. Our conclusion is not modified in respect of this matter.
Report on other Legal and Regulatory Requirements
Our review did not identify material inconsistency or error in the statements of the members of the Board of Directors and the information of the six-month Financial Report of the Board of Directors, as these are defined in article 5 and 5a of L. 3556/2007, with respect to the condensed separate and consolidated financial information.
Athens, 29 September 2022
The Certified Public Accountants
Konstantinos E. Antonakakis
Certified Public Accountant Institute of CPA (SOEL) Reg. No. 22781
Nikolaos E. Kollyris
Certified Public Accountant
Institute of CPA (SOEL) Reg. No. 35591
Member of Crowe Global 3, Fok. Negri Str., 112 57 Athens, Greece Institute of CPA (SOEL) Reg. No. 125
SEMI-ANNUAL REPORT OF THE BOARD OF DIRECTORS
The attached report of the Board of Directors of ANONIMI NAFTILIAKI ETAIREIA KRITIS S.A. refers to the interim separate and consolidated financial statements as of 30 June 2022 and was prepared according to the article 5 of law 3556/2007 and the implementing decisions of the Hellenic Capital Committee. In the attached report is included information regarding the business activities of the Group and the Company, the financial position, the financial results and the significant events during the first half of 2022. Additionally, the report includes the main risks and uncertainties that the Company may face in the second semester of the year and the most significant related party transactions.
Ι. OVERVIEW OF ECONOMIC ENVIRONMENT, ACTIVITIES & FINANCIAL POSITION
The high growth rate of the Greek economy during the first half of 2022 and the looming continuation and possible expansion of the growth path during the third quarter of the year have strengthened the expectations for a significant increase in GDP and the main economic figures of the current fiscal year. Despite the unfavorable international economic environment due to the energy crisis and geopolitical developments, the rapid recovery from the pandemic and the particularly positive developments in touristic traffic and travel proceeds -which may exceed the pre-pandemic level- created optimism for the prospects of the Greek economy. However, the worsening international economic climate with continued geopolitical instability and energy supply disruption, as well as rising costs and prices in general, maintain a climate of uncertainty. The intense volatility of the economic environment and the rapid increase in inflation jeopardize the prospect of continuing the dynamic recovery of the economy.
In the passenger shipping sector during the first half of 2022 there was a significant increase in transport work compared to the comparable period of the previous year. The Group achieved a strong performance in terms of traffic and turnover, however, the significant rise in fuel prices, which fluctuated at unprecedented levels, weighed heavily the operating results, absorbed the benefit of revenue growth and made more difficult the effort to maintain adequate working capital.
It is noted that due to the high negative operating results of the first half, the worsening of ANEK's capital adequacy continued, which in recent years has been affected by a significant amount of extraordinary and non-recurring losses and provisions. Therefore, the Company's equity on 30.06.2022 is negative by € 73,2 million.
In the first half of 2022 the Group's turnover showed a significant increase of € 16,0 million (+ 28%) compared to the first half of 2021. Fuel cost, however, increased by € 21,3 million (+ 90%), while other operating expenses also moved upward, resulting in the decline of results before interest, taxes, depreciation and amortization (EBITDA) by € 11,3 million compared to the corresponding period. A slight deescalation of international oil prices is observed from August onwards.
Group's activity is characterized by strong seasonality, which has an impact on the revenues and operating results of the interim financial statements. The highest sales of the Group are recorded in the third quarter of each year and are not reflected in the current financial statements, and as a consequence the operating results of the first half are not indicative of the annual results.
At operational level, in the first half of 2022, ANEK Group operated through privately owned and chartered vessels in routes in Adriatic Sea (Ancona, Venice), Crete (Chania, Heraklion), Dodecanese islands and Cyclades. In Cyclades and Dodecanese continued to operate in public service routes. In Crete and Adriatic routes the Group's vessels continued executing combined itineraries jointly with vessels of "ATTI-CA S.A. HOLDINGS", while a charter of a Company's vessel abroad was continued. It is noted that from 07.02.2022 onwards the Group operated with one vessel lesser in the Adriatic due to the termination of the charter of the vessel ASTERION II.
By executing 15% less itineraries compared to the first half of 2021, ANEK Group during the first half of 2022 in all routes operated has transferred in total 257 thousand passengers compared to 159 thousand in the comparable period (increase of 61%), 59 thousand private vehicles compared to 46 thousand in the first half of 2021 (increase of 28%) και 59 thousand trucks compared to 66 thousand (decrease of 11%).
The key figures and their variations included in the Group's financial statements are as follows:
- Turnover increased by 28% which in the first half of 2022 and formed at € 74,2 million versus € 58,2 million in the corresponding period of 2021.
- Cost of sales increased by 47% in the first half of 2022 forming to € 81,8 million from € 55,6 million in the first half of 2021, mainly as a result of the increase in fuel cost by € 21,3 million.
- As a result of the above, Group's gross results amounted to losses € 7,5 million versus profits of € 2,5 million in the comparable period.
- Selling and administrative expenses were increased by 7% in the first half of 2022 amounted to € 9,4 million compared to € 8,8 in the first half of 2021.
- Group's results before interest, taxes, depreciation and amortization (EBITDA) in the first half of 2022 formed at losses of € 12,0 million compared to losses of € 0,7 million in the corresponding
period of previous year.
- Net financial cost for the first half of 2022 amounted to € 5,6 million compared to € 5,4 million in the first half of 2021.
- Depreciation for the first half of 2022 amounted to € 4,4 million compared to € 5,4 million in the comparable period.
- Finally, net results after tax in the first half of 2022 formed at losses of € 22,0 million versus losses of € 11,7 million, while net results after tax and minority interests amounted to losses of € 22,6 million compared to € 12,1 million in the comparable period.
Key items of the statement of financial position
- Group's fixed assets as at 30.06.2022 amounted to € 228,0 million compared to € 230,5 million at the end of the previous year. Depreciation for the period amounted to € 4,4 million, while additions in the value of fixed assets amounted to € 1,9 million. The additions relate almost entirely to mechanical equipment of a subsidiary company as part of its investment plan for a new production line.
- Group's trade receivables as at 30.06.2022 formed at € 33,5 million compared to € 30,3 million in 31.12.2021, while other short-term receivables amounted to € 7,7 million compared to € 4,1 million. The increase in receivables was, mainly, due to the seasonality in sales.
- Group's cash and cash equivalents as at 30.06.2022 formed at € 9,6 million versus € 5,7 million at the end of the previous year.
- Parent Company does not present long-term bank liabilities given that since 31.12.2018 the long-term loans have been reclassified into short-term bank liabilities and, therefore, the short-term bank liabilities amounted to € 264,7 million compared to € 260,1 million at the end of the previous year. An amount of € 2,0 million that appears in the long-term bank liabilities of the Group concerns a new loan of a subsidiary.
- Group's trade payables as at 30.06.2022 amounted to € 42,7 million from € 30,1 million at 31.12.2021, while other short term liabilities amounted to € 27,8 million compared to € 13,0 million, mainly, due to the seasonality of sales which led to an increase of € 12,9 million in deferred income (mainly relating to tickets issued for trips after 30th June 2022).
Cash flows
Group during first half of 2022 showed inflows from operating activities amounted to € 5,2 million compared to € 5,0 million in the first half of 2021. Investing activities showed outflows of € 1,9 million compared to € 1,5 million in the corresponding period. Finally, financing activities for the first half of 2022 showed inflows of € 0,7 million compared to outflows of € 3,5 million.
Financial ratios
- The gross profit margin (%) "Gross Profit / Turnover" of the Group for the first half of 2022, due to the significant increase in cost of sales, became negative, while for the first half of 2021 was formed at 4,4%.
- Indicators of general liquidity (:1) "Current assets / Current liabilities" and immediate liquidity (:1) "[Current assets - Inventory] / Current liabilities" formed at 0,18 and 0,16 respectively, versus 0,15 and 0,14 at 31.12.2021.
- The debt ratios (:1) "Liabilities / Equity" and "Long and short term borrowings / Equity" on 30.06.2022 are negative due to the Group's negative equity. The "Liabilities / (Equity + Liabilities)" ratio formed at 1,21 on 30.06.2022, compared to 1,14 at the end of year 2021, while the "Long and short term borrowings / (Equity + Liabilities)" ratio formed at 0,92 versus 0,93 at the end of previous year.
ΙΙ. SIGNIFICANT EVENTS OF FIRST HALF 2022 AND AFTERWARDS
- On 07.02.2022 the chartering of the vessel ASTERION II was terminated without exercising the purchase option in accordance with the additional charter acts of 14.10.2021 and 27.01.2022, following a relevant decision of the Board of Directors the company's. The result of the derecognition of the contract burdened the results of the 2021 fiscal year, while in the case of a future sale of the vessel or its chartering under a long-term contract by the owner, the Company acquires the right for compensation (see in more detail: annual report of the Board of Directors for the fiscal year 2021).
- On 26.09.2022 the Board of Directors of the Company decided following the agreement of the company "ATTICA S.A. HOLDINGS" (hereinafter ATTICA) with the main creditors and shareholders of ANEK representing 57,70% of its total capital - the start of the merger process with absorption of the Company by ATTICA. It is noted that the completion of the transaction is subject to the approval of the competent bodies of ANEK and ATTICA in accordance with the current legislative framework and the usual conditions and exceptions in such cases (obtaining approval from the Competition Commission, as well as any other required approval or license).
ΙΙΙ. MAJOR RISKS & UNCERTAINTIES FOR THE 2ND HALF
Risk of fuel fluctuation
Fuel cost is the key operating cost incurred by the Group with a direct effect on the results of each period and thus, a rise in fuel prices is the most important risk faced by the Group. Fuel prices are settled in Euro, but they are indirectly affected by the EUR/USD exchange rate used as a basis for the determination of the international prices. The sensitivity of the results and of the equity to a change in the average cost of fuels per metric ton -ceteris paribus- for the first half of 2022 was as follows:
| Fuel price change | Effect on results and equity | |
|---|---|---|
| ± 5% / metric ton | (-/+) € 2,3 million | |
| ± 10% / metric ton | (-/+) € 4,5 million | |
| ± 20% / metric ton | (-/+) € 9,0 million |
Interest rate fluctuation risk
ΑΝΕΚ has entered into agreements for long-term syndicated loans, bilateral loans and credit accounts with different banks. Interests for all the above loans are calculated on the basis of the Euribor rate plus a margin. Consequently, the Company is exposed to a rate fluctuation risk, as it will be burdened with extra financial cost in the event of an increase in interest rates. The sensitivity of the results and equity to long term debt rate interest rate changes for the first half of 2022 was as follows:
| Change of interest rate | Effect on results and equity |
|---|---|
| ± 0,5% | (-/+) € 0,6 million |
| ± 1% | (-/+) € 1,3 million |
In the current time period, an increase in the Euribor interest rate is observed with the tendency to be further upward in the context of the response of the inflationary crisis by the central banks.
Liquidity risk
Liquidity risk is the risk that the Group or the Company may not be able to meet their financial obligations and disrupt their smooth operation. Due to the aforementioned reclassification of long-term borrowings to short-term liabilities, in accordance with paragraph 74 of IAS 1, the balance in the working capital of the Company and the Group was disturbed. The Group's cash and cash equivalents as at 30.06.2022 amounted to € 9,6 million, while to avoid the possibility of insufficient liquidity, the management of the Group ensures that bank credits are always available to cover emergencies in periods of low liquidity.
Credit risk
Under the existing financial conditions, the counterparty credit risk is increased. The Group is moni-
toring its customers' balances closely by applying credit control procedures and defining credit limits and specific credit policies for all the customer categories. Where it is necessary, it has obtained additional guarantees to secure the credit granted even more. The accumulative provisions formed have reached the amount of € 46,8 million, and it is considered adequate to deal with credit risk, while, there is significant dispersion of the Group's receivables. Although, that there is a concentration of receivables by the Joint venture, these receivables refer to a large number of debtors (agents, truck companies etc.) that are settled through the Joint venture (as a special scheme) and therefore the risk of concentration is limited. Regarding cash and cash equivalents, the Group is not exposed to any credit risk as there is natural hedging, given that there are also loan agreements entered into with the cooperating financial institutions.
Competition
The vessels of ANEK Group perform itineraries in routes where there is intensive competition, particularly in Greece-Italy and Piraeus-Crete routes. The effort made by each company to retain and increase its market share in the above markets may intensify competition even more, thus having an impact on their financial results. Moreover, as part of its shipping activities, the Group is trying to improve the allocation of vessels per route, examines the profitability of existing (and possible new) routes and set its prices at competitive levels. A potential intensification of competition in the markets where the Group operates may have a significant adverse effect on the Group's operating results, cash flows and financial position.
Foreign exchange risk
Both the Company and the Group are not exposed to increased foreign exchange risk since most transactions with customers and suppliers abroad are made in euro. Limited exchange risk may be caused by the purchase value of fuels, of spare parts and other materials, or services procured in foreign currencies
ΙV. PROSPECTS FOR THE 2ND HALF OF 2022
The improvement of the economic climate and all related indicators during the first half of the year, combined with the excellent course of tourism in the summer season, have strengthened the positive prospects for high GDP growth for 2022. Particularly encouraging are the data of the Group's passenger traffic in the months of July and August, while there seems to be a slight de-escalation of international oil prices from August onwards.
The Group's prospects until the end of the year will depend, mainly, on the formation of fuel prices, which fluctuate at considerably higher levels compared to the comparable period. Considering that the course of international oil prices is an unpredictable factor, any further assessment of their impact on the results of the year would be arbitrary.
V. RELATED PARTY TRANSACTIONS
It is noted that from 30.06.2020 the financial statements of the Group are included under the equity method in the consolidated statements of PIRAEUS BANK (hereinafter "BANK"). The transactions and balances of the Parent Company and the other companies of the Group with the BANK group relate, mainly, to loans and debit interest, commissions and other bank expenses, as well as to deposits and credit interest. The BANK's share in the balance of the syndicated bond loan of the Parent on 30.06.2022 amounted to € 104.059 thousand compared to € 102.472 thousand as at 31.12.2021, as the corresponding interest in the first half of 2022 amounted to € 1.587 thousand compared to € 1.480 thousand in the first half of 2021. Also, on 30.06.2022 there are other liabilities of the Parent to the BANK amounting to € 58 thousand, while the commissions and other bank expenses amounted to € 188 thousand. Finally, the deposits of the Group companies in the BANK on 30.06.2021 amounted to € 1.073 thousand.
The most important transactions and balances between the Parent Company and its subsidiaries (ETANAP, LEFKA ORI, AIGAION PELAGOS, ANEK HOLDINGS), its associate (ANEK LINES ITALIA) and its related party (JV ANEK - SUPERFAST), hereinafter "JOINT VENTURE", mainly, pertain to vessels' chartering, tickets issuance commissions, vessels' agency, other services and the purchase of bottled water. Executives' fees refer to dependent employment services and BoD members' fees pertain to fees paid and remunerations for meetings. The invoicing of transactions between the above companies was done in accordance with the arm's length principle. Following are the most important transactions (income / expenses) and balances (receivables / liabilities) between the Parent Company and its related parties, in accordance with IAS 24:
Income / Expenses
During the first half of 2022 ANEK invoiced the subsidiary AIGAION PELAGOS with the amount of € 3.670 thousand (€ 3.660 thousand in the first half of 2021) for chartering of vessels, tickets issuing commissions and management services provided. Also, subsidiary ETANAP invoiced the Parent Company for sale of products amounting to € 32 thousand (€ 27 thousand in the first half of 2021), while LEFKA ORI had revenue from ETANAP of € 35 thousand (€ 25 thousand in the first half of 2021). Finally, the associate ANEK LINES ITALIA in the first half of 2022 2021 invoiced ANEK with the amount of € 126 thousand (€ 131 thousand for the comparable period) and the JOINT VENTURE with the amount of € 844 thousand (versus € 526 thousand) for ticket issuance commissions.
Receivables / Liabilities
As at 30.06.2022 ΑΝΕΚ had a liability to the subsidiary ETANAP amounted to € 1 thousand (against € 702 χιλ. στις 31.12.2021), a receivable - before provision of € 2,2 million - from subsidiary AIGAION PELAGOS amounted to € 6.976 thousand (€ 4.410 thousand at the end of the previous year) and a receivable from subsidiary ANEK HOLDINGS of amount € 86 thousand (€ 85 thousand at 31.12.2021). Moreover, the Parent company at 30.06.2022 had a receivable from the JOINT VEN-TURE amounted to € 13.380 thousand (€ 13.073 thousand at 31.12.2021). Finally, at 30.06.2022 ΑΝΕΚ LINES ITALIA had a liability to JOINT VENTURE amounted to € 4.119 thousand (€ 82 thousand at the end of the previous year), while LEFKA ORI had a receivable from ETANAP amounted to € 50 thousand (€ 37 thousand at 31.12.2021).
Fees of BoD members and Directors
The gross fees of the Board of Directors and of the Group's executives refer to short term benefits and amounted to € 747 thousand (€ 619 thousand for the Company) for the first half of 2022, compared to 754 thousand (€ 622 thousand for the Company) for the first half of 2021. the Group had a liability to the above persons of amount € 63 thousand (€ 13 thousand at 31.12.2021).
Chania, September 29th 2022
The Board of Directors of ANEK
INTERIM SEPARATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2022
Financial statements amounts are expressed in thousands euro (€).
Any differences in totals are due to the rounding of figures.
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 14
STATEMENTS OF COMPREHENSIVE INCOME
| The Group | The Company | |||||
|---|---|---|---|---|---|---|
| Note | 01.01.22- 30.06.22 |
01.01.21- 30.06.21 |
01.01.22- 30.06.22 |
01.01.21- 30.06.21 |
||
| Revenue 4 |
74.222 | 58.181 | 64.732 | 51.387 | ||
| Cost of sales | (81.771) | (55.636) | (73.272) | (51.021) | ||
| Gross profits / (losses) | (7.549) | 2.545 | (8.540) | 366 | ||
| Other operating income | 860 | 468 | 1.045 | 658 | ||
| Administrative expenses | (3.486) | (3.235) | (3.144) | (2.902) | ||
| Selling and marketing expenses | (5.942) | (5.590) | (4.702) | (4.554) | ||
| Other operating expenses | (359) | (300) | (224) | (274) | ||
| Earnings / (losses) before taxes, financing and | ||||||
| investing results | (16.476) | (6.112) | (15.565) | (6.706) | ||
| Financial expenses | (5.613) | (5.387) | (5.562) | (5.330) | ||
| Financial income | 2 | 8 | - | - | ||
| Results from investing activities | (2) | (6) | (2) | (7) | ||
| Results from measurement of investments in associates | 160 | 41 | 443 | 247 | ||
| Earnings / (losses) before taxes | (21.929) | (11.456) | (20.686) | (11.796) | ||
| Income Tax 10 |
(33) | (231) | (49) | (63) | ||
| Earnings / (losses) after taxes | (21.962) | (11.687) | (20.735) | (11.859) | ||
| Attributable to: | ||||||
| Owners of the Parent company | (22.580) | (12.103) | - | - | ||
| Minority interests | 618 | 416 | - | - | ||
| Other comprehensive income / (losses) after taxes | - | 53 | - | 16 | ||
| Total comprehensive income /(losses) after taxes | (21.962) | (11.634) | (20.735) | (11.843) | ||
| Attributable to: | ||||||
| Owners of the Parent company | (22.580) | (12.075) | - | - | ||
| Minority interests | 618 | 441 | - | - | ||
| Earnings / (losses) after taxes per share - basic (in €) 9 |
(0,1004) | (0,0538) | (0,0922) | (0,0528) | ||
| Earnings / (losses) after taxes per share impaired - basic (in €) 9 |
(0,1004) | (0,0538) | (0,0922) | (0,0528) | ||
| Earnings / (losses) before taxes, financing and investing results and |
The additional notes are an integral part of the above interim financial statements.
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 15
STATEMENTS OF FINANCIAL POSITION
| The Group | The Company | |||||
|---|---|---|---|---|---|---|
| Note | 30.06.22 | 31.12.21 | 30.06.22 | 31.12.21 | ||
| ASSETS | ||||||
| Tangible fixed assets | 5 | 228.028 | 230.546 | 214.714 | 218.413 | |
| Investments in property | 1.565 | 1.568 | 538 | 540 | ||
| Intangible assets | 140 | 166 | 140 | 166 | ||
| Investments in subsidiaries | - | - | 7.327 | 7.045 | ||
| Investments in associates | 1.909 | 1.748 | 1.909 | 1.748 | ||
| Other long-term receivables | 66 | 66 | 37 | 37 | ||
| Deferred tax receivables | 223 | 224 | - | - | ||
| Total non-current assets | 231.931 | 234.318 | 224.665 | 227.949 | ||
| Inventories | 5.554 | 3.848 | 3.381 | 2.327 | ||
| Trade receivables | 33.520 | 30.302 | 29.144 | 26.103 | ||
| Other receivables | 7.709 | 4.063 | 5.772 | 3.032 | ||
| Financial assets at fair value through profit & loss | 2.732 | 2.727 | 1.793 | 1.787 | ||
| Cash and cash equivalents | 6 | 9.591 | 5.653 | 2.697 | 1.643 | |
| Total current assets | 59.106 | 46.593 | 42.787 | 34.892 | ||
| TOTAL ASSETS | 291.037 | 280.911 | 267.452 | 262.841 | ||
| EQUITY AND LIABILITIES | ||||||
| Share capital | 67.440 | 67.440 | 67.440 | 67.440 | ||
| Share premium account | 599 | 599 | 599 | 599 | ||
| Reserves | 23.516 | 23.516 | 22.033 | 22.033 | ||
| Results carried forward | (168.645) | (146.058) | (163.251) | (142.516) | ||
| Total company shareholders' equity | (77.090) | (54.503) | (73.179) | (52.444) | ||
| Minority interest | 14.623 | 14.020 | - | - | ||
| Total equity | (62.467) | (40.483) | (73.179) | (52.444) | ||
| Long-term borrowings | 7 | 1.950 | - | - | 67.440 - |
|
| Deferred tax liabilities | 834 | 849 | 269 | 269 | ||
| Retirement benefits provisions | 1.481 | 1.459 | 1.410 | 1.390 | ||
| Other provisions | 1.840 | 1.840 | 1.779 | 1.779 | ||
| Grants for assets | 434 | 438 | - | - | ||
| Capital lease liabilities | 8.272 | 9.219 | 6.500 | 7.377 | ||
| Other long term liabilities | 8 | 3.484 | 4.317 | 3.484 | 4.214 | |
| Total non-current liabilities | 18.295 | 18.122 | 13.442 | 15.029 | ||
| Short-term bank borrowings | 7 | 264.661 | 260.099 | 264.336 | 260.099 | |
| Trade payables | 42.734 | 30.142 | 36.822 | 28.524 | ||
| Other short term liabilities | 27.814 | 13.031 | 26.031 | 11.633 | ||
| Total current liabilities | 335.209 | 303.272 | 327.189 | 300.256 | ||
| Total Liabilities | 353.504 | 321.394 | 340.631 | 315.285 | ||
| TOTAL EQUITY AND LIABILITIES | 291.037 | 280.911 | 267.452 | 262.841 | ||
The additional notes are an integral part of the above interim financial statements.
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 16
I N T E R I M F I N A N C I A L S T A T E M E N T S F O R T H E P E R I O D F R O M 1 S T J A N U A R Y T O 3 0 T H J U N E 2 0 2 2 I N A C C O RD A N C E W I T H T H E I N T E R N A T I O N A L F I N A N C I A L R E P O R T I N G S T A N D A R D S
STATEMENTS OF CHANGES IN EQUITY
| The Group | Share Capital |
Share premium |
Asset revaluation reserves |
Other reserves |
Retained earnings |
Total | Minority interests |
Total |
|---|---|---|---|---|---|---|---|---|
| Balance 01.01.2021 | 67.440 | 599 | 2.135 | 21.479 | (105.722) | (14.069) | 13.134 | (935) |
| Total comprehensive income for the 1st half of 2021 | 27 | (12.102) | (12.075) | 441 | (11.634) | |||
| Reserves formed of subsidiaries | 23 | (23) | - | - | - | |||
| Dividends to non-controlling subsidiaries | - | (348) | (348) | |||||
| Net equity as of 30.06.2021 | 67.440 | 599 | 2.162 | 21.502 | (117.848) | (26.144) | 13.227 | (12.917) |
| Balance 01.01.2022 | 67.440 | 599 | 2.015 | 21.501 | (146.058) | (54.503) | 14.020 | (40.483) |
| Total comprehensive income for the 1st half of 2022 | (22.580) | (22.580) | 618 | (21.962) | ||||
| Other equity movements of subsidiaries | (7) | (7) | (15) | (22) | ||||
| Dividends to non-controlling subsidiaries | - | - | - | |||||
| Net equity as of 30.06.2022 | 67.440 | 599 | 2.015 | 21.501 | (168.645) | (77.090) | 14.623 | (62.467) |
| The Company | Share Capital |
Share premium |
Asset revaluation reserves |
Other reserves |
Retained earnings |
Total |
|---|---|---|---|---|---|---|
| Balance 01.01.2021 | 67.440 | 599 | 972 | 21.046 | (100.005) | (9.948) |
| Total comprehensive income for the 1st half of 2021 | 16 | (11.859) | (11.843) | |||
| Net equity as of 30.06.2021 | 67.440 | 599 | 988 | 21.046 | (111.864) | (21.791) |
| Balance 01.01.2022 | 67.440 | 599 | 987 | 21.046 | (142.516) | (52.444) |
| Total comprehensive income for the 1st half of 2022 | (20.735) | (20.735) | ||||
| Net equity as of 30.06.2022 | 67.440 | 599 | 988 | 21.046 | (163.251) | (73.179) |
The additional notes are an integral part of the above interim financial statements.
I N T E R I M F I N A N C I A L S T A T E M E N T S F O R T H E P E R I O D F R O M 1 S T J A N U A R Y T O 3 0 T H J U N E 2 0 2 2 I N A C C O RD A N C E W I T H T H E I N T E R N A T I O N A L F I N A N C I A L R E P O R T I N G S T A N D A R D S
CASH FLOW STATEMENTS
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 01.01.22- 30.06.22 |
01.01.21- 30.06.21 |
01.01.22- 30.06.22 |
01.01.21- 30.06.21 |
||
| Operating activities | |||||
| Earnings / (losses) before taxes | (21.929) | (11.456) | (20.686) | (11.796) | |
| Adjustments for: | |||||
| Depreciation | 4.448 | 5.394 | 3.897 | 5.089 | |
| Grants amortization | (3) | (3) | - | - | |
| (Profits) / losses from fixed assets' sales | - | - | - | - | |
| Provisions | 22 | 25 | 20 | 26 | |
| Results of investing activities | (157) | 5 | (439) | (200) | |
| Foreign exchange differences | 546 | 191 | 546 | 191 | |
| Financial expenses (less financial income) | 5.065 | 5.189 | 5.016 | 5.139 | |
| (12.008) | (655) | (11.646) | (1.551) | ||
| Plus /(less) adjustments for changes of working capital accounts or related to operating activities: |
|||||
| Reduction / (increase) of inventories | (1.705) | (504) | (1.054) | (194) | |
| Reduction / (increase) of receivables | (6.801) | (9.082) | (5.782) | (7.942) | |
| Increase/(reduction) of payable accounts (except loan liabilities) | 26.256 | 15.868 | 21.389 | 14.143 | |
| Less: | |||||
| Interest and related expenses paid | (587) | (593) | (536) | (588) | |
| Income tax paid | - | (2) | - | (2) | |
| Total cash flows generated from operating activities (α) | 5.155 | 5.032 | 2.371 | 3.866 | |
| Investing activities | |||||
| Acquisition of affiliates, securities and other investments | (7) | - | (7) | - | |
| Acquisition of fixed assets | (1.886) | (1.494) | (172) | (12) | |
| Proceeds from the sale of fixed assets | - | - | - | - | |
| Interest received | 3 | 8 | - | - | |
| Total cash flows generated from investing activities (b) | (1.890) | (1.486) | (179) | (12) | |
| Financing activities | |||||
| Payments for capital leases | (1.139) | (1.906) | (988) | (1.906) | |
| Payments for operational leases | (138) | (76) | (106) | (41) | |
| Proceeds from borrowings | 2.000 | - | - | - | |
| Payment of borrowings | (44) | (1.452) | (44) | (1.452) | |
| Dividends paid | (6) | (46) | - | - | |
| Cash flows from financing activities (c) | 673 | (3.480) | (1.138) | (3.399) | |
| Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c) | 3.938 | 66 | 1.054 | 455 | |
| Cash and cash equivalents at the beginning of the period | 5.653 | 11.421 | 1.643 | 3.405 | |
| Cash and cash equivalents at the end of the period | 9.591 | 11.487 | 2.697 | 3.860 |
The additional notes are an integral part of the above interim financial statements.
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 18
INFORMATION AND EXPLANATORY NOTES ON THE INTERIM FINANCIAL STATEMENTS OF THE PERIOD 01.01.2022 – 30.06.2022
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 19
1. General information for the Company and the Group
The Parent company was established in 1967 (Government Gazette 201/10.04.67) under the corporate name "ANONIMI NAFTILIAKH ETAIREIA KRITIS S.A." trading as "ANEK LINES" (hereinafter "ANEK" or the "Company", or the "Parent company") and is operating in the passenger ferry shipping sector. The Company's seat is located in the municipality of Chania – Crete, and its registered offices are located on 148 Karamanli Ave. ANEK is recorded in General Company Register under number 121557860000 and its website address is www.anek.gr. The Company's shares have been listed since 1999 on the Athens Stock Exchange and since 2013 are trading in "under surveillance" category. In addition to the Parent company, the Group includes the following subsidiaries and associates with the following participation percentages:
| Group per centage |
Registered office |
Activity |
|---|---|---|
| 31,90% | Stilos, Chania | Production and sale of bottled water |
| 48,24%* | Stilos, Chania | Packaging and trading agricultural products and packaging materials |
| 99,32%** | Chania | Tourism - participation in other com panies - consulting, etc. |
| 100% | Chania | Sailing company under Law 959/79 |
| 49% | Ancona, Italy | Agency and representation of ship ping companies |
* direct participation: 24% and indirect via ETANAP: 24,24%
** direct participation: 99% and indirect via ETANAP: 0,32%
The aforementioned companies, in which ANEK participates by more than 50%, as well as "ETANAP" in which the Parent company has the control, have been included in the consolidated financial statements as at 30th June 2022 using the full consolidation method. "ANEK LINES ITALIA S.r.l." in which the Parent Company participates by 49% was consolidated using the equity method. In addition to the above, Parent Company holds a 50,11% stake in LASITHIOTIKI SHIPPING COMPANY (LANE) which was consolidated until 31.12.2018 using the full consolidation method. This subsidiary has not been included in the interim consolidated financial statements, as the Group's Management estimates that control loss has been incurred in compliance with IFRS 10 (see note 1 in Annual financial report of 2019).
It is noted that from 30.06.2020 the Group's financial statements are included under the equity method in the consolidated financial statements of PIRAEUS BANK due to the inclusion of ANEK in the portfolio of the Bank's affiliates.
The number of personnel employed as at 30 June 2022 was 655 for the Company (out of which 464 were employed as vessels' crew) and 730 for the Group (464 as vessels' crew). Respectively, at 30 June 2021 the Com-
pany had a number of 690 and the Group 758 employees.
ANEK Group is operating, among others, in routes in Adriatic Sea (Ancona, Venice) and Crete (Chania, Heraklion) by executing combined itineraries through the Joint Venture "ANEK SUPERFAST". The duration of the Joint Venture, according to the amendment of its statutes from 30.12.2021, ends on 31.10.2022.
The interim financial statements as of 30th June 2022 were approved by the BoD of the Parent Company at the meeting of 29 th September 2022.
2. Preparation basis of the financial statements and accounting principles
The interim separate and consolidated financial statements as of 30th June 2022 (hereinafter the "financial statements") have been prepared according to the International Financial Reporting Standards (hereinafter "IFRS"), as issued by the International Accounting Standards Board (IASB) and adopted by the European Union, and more specifically to the IAS 34 "Interim financial reporting". Therefore, they do not include all the information required for the annual financial statements and should be read in conjunction with the published statements as of 31 December 2021 that have been posted on the Company's website at www.anek.gr.
The basic accounting principles adopted in the preparation of the interim financial statements are the same as those followed in the preparation of the annual financial statements as of 31.12.2021, except for the new standards and interpretations which are applicable after January 1 st 2022. The preparation of financial statements according to IFRS requires that the management makes estimates, assumptions and assessments that affect the assets and liabilities, the disclosures of contingent receivables and liabilities as of the date of the financial statements, as well as the published amounts of income and expenses. The actual results may differ from these estimates.
Regarding the accounting policy of the Joint Venture "ANEK – SUPERFAST" (hereinafter referred to as "Joint Venture") in the financial statements, it is noted that the Group applies IFRS 11 that aligns the accounting of investments in joint ventures with the rights and obligations of the venturers on those joint ventures.
Going concern
The going concern principle is used for the preparation of the annual corporate and consolidated financial statements as it was deemed appropriate by the management of the Group, despite the fact that there are facts and statements that create substantial uncertainty regarding its confirmation. More specifically:
Financial structure and debt: The capital adequacy of the Company has deteriorated in recent years with the consequence that its equity on 30.06.2022 is negative by € 73,2 million, while for the Group is negative by € 62,5 million. The Company in the first half of 2022, despite the significant increase in turnover, showed losses after taxes of € 20,7 million, due to the high cost of fuel. The working capital of the Company and the Group is negative by € 284,4 million and € 276,1 million respectively, mainly due to the reclassification of the Parent's long-term loans to short-term bank liabilities in accordance with paragraph 74 of IAS 1. The overall settlement of the Company's financial debt and the restoration of its capital adequacy and working capital assume the completion of the corporate transformation described in the next paragraph "Corporate transformation - Agreement of key shareholders and creditors".
Corporate transformation – Agreement of key shareholders and creditors: On 23.09.2022, a Private Agreement was signed with the object of the corporate transformation and the repayment of ANEK's loan, between the company "ATTICA S.A. HOLDINGS" (hereinafter ATTICA) and the largest creditors ("PIRAEUS BANK SA", "ALPHA BANK SA", "ASTIR NPL FINANCE 2020-1 DESIGNATED ACTIVITY COMPANY" and "CROSS OCEAN AGG COMPANY I") and shareholders ("PIRAEUS BANK SA", "ALPHA BANK SA", "ATTICA BANK", "CROSS OCEAN AGG COMPANY I" and "VARMIN SA") representing a percentage of 57,70% of the total capital of the Company. In particular, the Agreement provides:
a) the merger with the absorption of ANEK by ATTICA in relation to the exchange of one (1) common or preferred share of ANEK for 0,1217 new common registered shares of ATTICA andι
b) the payment of the amount of 80.000.000 euros for full and complete repayment of ANEK's loan to the above creditors (unpaid capital amounting to 236.419.251,23 euros plus the amount of unpaid interest up to the date of completion of the transaction) from the consolidated scheme which will arise on the date of completion of the merger.
Fuel cost and energy crisis: In the context of the energy crisis, the Company is exposed to increased fuel prices, however this fact is inevitably addressed by the imposition of a fuel surcharge on fare prices (pass through).
Taking into account the above, the financial statements of the Group were prepared based on the principle of going concern, as the management estimates that the prevailing conditions and statements will allow the Group to continue its smooth operation for at least the next 12 months from the reporting date of these financial statements.
New standards, interpretations, revisions and amendments
The International Accounting Standards Board (IASB) and the IFRIC have issued a number of new IFRS and interpretations, which are either mandatory for accounting periods beginning on January 1st 2022 or after, or are not mandatory, as since the publishing date of the financial statements have not adopted by the European Union. The Group has fully adopted all IFRSs and interpretations that are effective after January 1, 2022 and examines the
impact of the adoption of other IFRS and interpretations in the financial statements. The most significant new standards, interpretations and revisions are presented below:
(a) New standards and interpretations, revisions and amendments to existing Standards that are effective from 1st January 2022 and on and have been adopted by the European Union:
Amendments to IFRS 3, IAS 16, IAS 37 and annual improvements 2018 - 2020
In May 2020 the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically:
- Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. In addition, an exemption was added for certain types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer must not recognize contingent assets, as defined in IAS 37, at the date of acquisition
- Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. The amendments also require entities to disclose separately the amounts of income and expenses related to items produced that do not result from the entity's usual business.
- Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making. It also clarifies that before a separate provision is recognized for a onerous contract, an entity recognizes any impairment loss on assets used to fulfill the contract and not on assets that were solely dedicated to that contract.
- Annual Improvements 2018-2020 make minor amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards", IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and the explanatory examples accompanying IFRS 16 "Leases".
The above amendments do not have a material effect on the Group's financial statements. The above apply to annual periods beginning on or after 1 January 2022 and have been adopted by the European Union.
(b) New Standards, Interpretations and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union:
IFRS 17 - Insurance contracts
In May 2017 the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, in-
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 23
cluding reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above are effective from annual periods starting on or after 01.01.2023 and have been adopted by the European Union.
Amendments to IAS 1 - Presentation of financial statements and second guidance on practical application of IFRS: Disclosures of accounting policies
In February 2021 the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant accounting policies. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2023 and have been adopted by the European Union.
Amendments to IAS 8 - Accounting policies, changes in accounting estimates and errors: definition of accounting estimates
In February 2021 the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2023 and have been adopted by the European Union.
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
In January 2020 the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and
(d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. The Group will examine the impact of the above on its Financial Statements, though it is not expected to be significant. The above are effective from annual periods starting on or after 01.01.2023 and have not been adopted by the European Union.
Amendments to IAS 12 - Income taxes: Deferred tax related to assets and liabilities arising from a single transaction
In May 2021 the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any significant. The above apply to annual periods beginning on or after 1 January 2023 and have not been adopted by the European Union.
Amendments to IAS 17 - Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information
In December 2021 the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to address an important issue related to temporary accounting mismatches between insurance contract liabilities and financial assets in the comparative information presented when applying IFRS 17 "Insurance Contracts" and IFRS 9 "Financial Instruments" for the first time. The amendment aims to improve the usefulness of comparative information for the users of the financial statements. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2023 and have not been adopted by the European Union.
3. Seasonal nature of business activities
The activities of Group shipping companies are highly seasonal, which affects the income and results of the interim financial statements. More specifically, the transportation of passengers and vehicles is particularly increased during summer months –due to tourism– and holidays, while the transportation of trucks demonstrates slight fluctuations during the year. Therefore, the highest sales take place during the third quarter of each year (from 01.07 to 30.09), which includes the summer months and the operating results of the first semester are not indicative of the annual results.
4. Segmental information
The basic business activity of the Group is concentrated upon passenger ferry shipping activities, both domestic and abroad. The main sources of revenue are generated from passengers, vehicles and truck fares, as well as other on-board activities (bar, restaurants, stores and casinos). Revenues of non-shipping Group companies are included in the figure "Other activities".
The following tables show the geographic allocation of activities of both the Group and the Company for the first half of 2022 and 2021:
| Shipping segment activities | Other | |||
|---|---|---|---|---|
| 01.01.22 - 30.06.22 | Domestic | Abroad | activities | Total |
| The Group | ||||
| Total revenues | 21.301 | 46.302 | 6.619 | 74.222 |
| Gross results | (2.966) | (6.900) | 2.317 | (7.549) |
| Additions / (Reductions) in vessels' value | 3 | 164 | - | 167 |
| Depreciation of vessels | 994 | 2.646 | - | 3.640 |
| Net book value of vessels | 71.880 | 135.256 | - | 207.136 |
| Non-distributed assets | - | - | - | 83.901 |
| Total Assets as of 30.06.22 | - | - | - | 291.037 |
| Shipping segment activities | Other | |||
|---|---|---|---|---|
| 01.01.22 - 30.06.22 | Domestic | Abroad | activities | Total |
| The Company | ||||
| Total revenues | 18.430 | 46.302 | - | 64.732 |
| Gross results | (1.640) | (6.900) | - | (8.540) |
| Additions / (Reductions) in vessels' value | 3 | 164 | - | 167 |
| Depreciation of vessels | 994 | 2.646 | - | 3.640 |
| Net book value of vessels | 71.880 | 135.256 | - | 207.136 |
| Non-distributed assets | - | - | - | 60.316 |
| Total Assets as of 30.06.22 | - | - | - | 267.452 |
N O T E S O N T H E I N T E R I M F I N A N C I A L S T A T E M E N T S F O R T H E P E R I O D F R O M 1 S T J A N U A R Y T O 3 0 T H J U N E 2 0 2 2 – A M O U N T S I N T H O U S A N D € U N L E S S S T A T E D D I F F E R E N T L Y
| Shipping segment activities | Other | |||
|---|---|---|---|---|
| 01.01.21 - 30.06.21 | Domestic | Abroad | activities | Total |
| The Group | ||||
| Total revenues | 17.277 | 36.312 | 4.593 | 58.181 |
| Gross results | (777) | 1.276 | 2.046 | 2.545 |
| Additions / (Reductions) in vessels' value | 2 | 1 | - | 3 |
| Depreciation of vessels | 1.820 | 3.032 | - | 4.852 |
| Net book value of vessels | 84.527 | 158.600 | - | 243.127 |
| Non-distributed assets | - | - | - | 84.723 |
| Total Assets as of 30.06.21 | - | - | - | 327.850 |
| Shipping segment activities | Other | ||||
|---|---|---|---|---|---|
| 01.01.21 - 30.06.21 | Domestic | Abroad | activities | Total | |
| The Company | |||||
| Total revenues | 15.075 | 36.312 | - | 51.387 | |
| Gross results | (910) | 1.276 | - | 366 | |
| Additions / (Reductions) in vessels' value | 2 | 1 | - | 3 | |
| Depreciation of vessels | 1.820 | 3.032 | - | 4.852 | |
| Net book value of vessels | 84.527 | 158.600 | - | 243.127 | |
| Non-distributed assets | - | - | - | 66.129 | |
| Total Assets as of 30.06.21 | - | - | - | 309.256 |
Group's revenue from domestic activities includes income from state subsidies for public services routes amounting to € 3.034 thousand. In the previous corresponded period the relevant amount was € 3.936 thousand. Additions, depreciation and net book value of vessels were allocated to geographic activities depending on the time of operation of each vessel in domestic and abroad routes. Any further allocation would be arbitrary, given the fact that the above services and sources of income and cost were resulted from commonly used items of assets and equity and cannot be broken down into segments.
5. Fixed assets
The tables of tangible assets for the first half of 2022 and year 2021 for the Group and the Company are shown below:
N O T E S O N T H E I N T E R I M F I N A N C I A L S T A T E M E N T S F O R T H E P E R I O D F R O M 1 S T J A N U A R Y T O 3 0 T H J U N E 2 0 2 2 – A M O U N T S I N T H O U S A N D € U N L E S S S T A T E D D I F F E R E N T L Y
| Land and | Other | Property | Rights of | |||
|---|---|---|---|---|---|---|
| The Group | Vessels | buildings | equipment | in progress | use | Total |
| Acquisition value 01.01.21 | 455.259 | 18.882 | 14.000 | 513 | 1.029 | 489.683 |
| Additions | 7 | 965 | 1.239 | 597 | 3.325 | 6.133 |
| Reductions | (19.541) | - | (79) | - | (176) | (19.796) |
| Devaluations | (9.838) | (593) | - | - | - | (10.431) |
| Transfers | - | 72 | 462 | (513) | - | 21 |
| Adjustments | - | - | - | - | 529 | 529 |
| Acquisition value 31.12.21 | 425.888 | 19.326 | 15.622 | 597 | 4.707 | 466.140 |
| Additions | 167 | 61 | 215 | 1.448 | 11 | 1.902 |
| Reductions | - | - | - | - | (1) | (1) |
| Transfers | - | - | - | - | (64) | (64) |
| Acquisition value 30.06.22 | 426.055 | 19.387 | 15.837 | 2.045 | 4.653 | 467.977 |
| Accumulated depreciation 01.01.21 | 207.282 | 6.296 | 12.536 | - | 311 | 226.425 |
| Depreciation | 9.626 | 366 | 444 | - | 454 | 10.890 |
| Reductions | (1.630) | - | (77) | - | (176) | (1.883) |
| Adjustments | - | - | - | - | 161 | 161 |
| Accumulated depreciation 31.12.21 | 215.278 | 6.662 | 12.903 | - | 750 | 235.593 |
| Depreciation | 3.640 | 191 | 280 | - | 309 | 4.420 |
| Reductions | - | - | - | - | - | - |
| Adjustments | - | - | - | - | (64) | (64) |
| Accumulated depreciation 30.06.22 | 218.918 | 6.853 | 13.183 | - | 995 | 239.949 |
| Net book value 31.12.21 | 210.609 | 12.664 | 2.719 | 597 | 3.957 | 230.546 |
| Net book value 30.06.22 | 207.137 | 12.534 | 2.654 | 2.045 | 3.658 | 228.028 |
| Land and | Other | Property | Rights of | |||
|---|---|---|---|---|---|---|
| The Company | Vessels | buildings | Equipment | in progress | use | Total |
| Acquisition value 01.01.21 | 455.259 | 12.386 | 2.179 | - | 789 | 470.613 |
| Additions | 7 | - | 19 | - | - | 26 |
| Reductions | (19.541) | - | - | - | - | (19.541) |
| Devaluations | (9.838) | - | - | - | - | (9.838) |
| Adjustments | - | - | - | - | 529 | 529 |
| Acquisition value 31.12.21 | 425.888 | 12.386 | 2.197 | - | 1.317 | 441.788 |
| Additions | 167 | - | 5 | - | - | 172 |
| Reductions | - | - | - | - | - | - |
| Transfers | - | - | - | - | (1) | (1) |
| Acquisition value 30.06.22 | 426.055 | 12.386 | 2.202 | - | 1.316 | 441.959 |
| Accumulated depreciation 01.01.21 | 207.282 | 5.216 | 2.135 | - | 146 | 214.779 |
| Depreciation | 9.626 | 266 | 19 | - | 155 | 10.066 |
| Reductions | (1.630) | - | - | - | - | (1.630) |
| Adjustments | - | - | - | - | 161 | 161 |
| Accumulated depreciation 31.12.21 | 215.278 | 5.482 | 2.154 | - | 462 | 223.376 |
| Depreciation | 3.640 | 134 | 8 | - | 87 | 3.869 |
| Reductions | - | - | - | - | - | - |
| Accumulated depreciation 30.06.22 | 218.918 | 5.616 | 2.162 | - | 549 | 227.245 |
| Net book value 31.12.21 | 210.609 | 6.904 | 44 | - | 856 | 218.413 |
| Net book value 30.06.22 | 207.137 | 6.770 | 40 | - | 767 | 214.714 |
Α Ν Ε Κ – S E M I – A N N U A L F I N A N C I A L R E P O R T 2022 28
Existing encumbrances on fixed assets
On Group's assets there are the following liens:
a) 1 st mortgages on the vessels of € 343,8 million,
b) 2 nd mortgages on the vessels of € 285,9 million and
c) Pre-notations on property of € 15,1 million pledges on machinery (of the subsidiary companies ETANAP and LEFKA ORI) of € 2,5 million.
The above liens exist to secure borrowing liabilities of a total amount of € 258,9 million as at 30.06.2022.
6. Cash and cash equivalents
The cash and cash equivalents analysis is as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30.06.22 | 31.12.21 | 30.06.22 | 31.12.21 | |
| Cash on hand | 327 | 206 | 293 | 167 |
| Bank accounts | 9.264 | 5.447 | 2.404 | 1.476 |
| 9.591 | 5.653 | 2.697 | 1.643 |
The main part of the Group's cash and cash equivalents is in euro.
7. Long term and short term bank borrowings
From 31.12.2018 in the Parent's statement of financial position, the long-term loans have been reclassified to short-term loans according to paragraph 74 of IAS 1. According to the contracts, the lack of debt servicing is considered as non-compliance to meet the terms and conditions undertaken, therefor the Company is obliged to repay the loans in full. The aforementioned Parent's long-term loans, with a total initial amount of € 264,5 million, were concluded in March 2017 on a basis of a floating interest rate (Euribor plus spread) for a period of 7 years and a final repayment date on 31st December 2023, and were analyzed as follows:
-
Bond syndicated loan of € 219,9 million (part of which amounting to € 22,0 million is convertible under conditions).
-
Bilateral loan of € 44,6 million.
It is noted that as mentioned above, in August 2020, the process of converting part of the Company's bond loan (C.B.L.) into common shares was completed. The conversion of these bonds resulted in an increase in the share capital by € 10,8 million with the issuance of 36.146.665 new common voting shares with a nominal value of € 0,30 each, while the bond lenders retain the right to convert the remaining amount of € 11,2 million.
Collaterals have been provided to secure the aforementioned syndicated loans (shipping mortgages on vessels, concession of the product of an insurance compensation) to the lending banks. According to the terms and conditions of the relevant agreements, the Company may repay these debts earlier free of charge. The loan agreements also lay down the conditions for termination thereof, including not in-time payment, non-compliance with the general and financial guarantees provides, as well as the provision of information. Also, the agreements involve economic sanctions concerning requirements for the conditioning of the minimum borrowing level, as for the securities offered. The Company has also provided specific guarantees in connection with its compliance with laws and regulations, maintaining its type of business activity, environmental issues, as well as insurance coverage.
The balances of the above loans appearing in the financial position statement were measured at amortized cost using the effective interest method and were not essentially different from their fair values.
Moreover, within the six-month period the subsidiary ETANAP disbursed a loan of € 2,0 million as part of its investment plan for a new production line. Lastly, the Company has contracted agreements of current accounts in euro of variable interest (Euribor plus margin rate) which were mostly granted by the banks assigning cheques receivable, using the above grants as securities. The Group's total short-term bank liabilities referred to these current accounts as at 30.06.2022 amounted to € 7.560 thousand compared to € 7.160 thousand at 31.12.2021.
8. Other long term liabilities
Other long-term liabilities of the Group on 30.06.2022 of a total amount € 3,5 million (versus € 4,3 million at 31.12.2021) include regulated tax liabilities of the Company (based on law 4321/2015) amounting to € 2,7 million, the repayment of which extends beyond one year, as well as liabilities amounted to € 0,8 million arising from the recognition of assets as rights of use for buildings and equipment during the implementation of IFRS 16.
9. Earnings / (losses) per share
Basic earnings / (losses) per share are calculated by dividing the earnings corresponding to the Parent shareholders by the weighted number of shares in circulation during the period. For the calculation of the diluted earnings per share were taken into account the potential securities from the convertible bond according the relevant terms of its issue, as well as the provisions of IAS 33.
N O T E S O N T H E I N T E R I M F I N A N C I A L S T A T E M E N T S F O R T H E P E R I O D F R O M 1 S T J A N U A R Y T O 3 0 T H J U N E 2 0 2 2 – A M O U N T S I N T H O U S A N D € U N L E S S S T A T E D D I F F E R E N T L Y
| The Group | The Company | |||
|---|---|---|---|---|
| 01.01.22- | 01.01.21- | 01.01.22- | 01.01.21- | |
| 30.06.22 | 30.06.21 | 30.06.22 | 30.06.21 | |
| Earnings / (losses) after taxes corresponding to Parent | ||||
| shareholders | (22.580) | (12.103) | (20.735) | (11.843) |
| Weighted number of shares | 224.801.557 | 224.801.557 224.801.557 | 224.801.557 | |
| Earnings / (losses) per share - basic (€) | (0,1004) | (0,0538) | (0,0922) | (0,0528) |
| Earnings / (losses) per share - diluted (€) | (0,1004) | (0,0538) | (0,0922) | (0,0528) |
The potential shares resulting from the convertible bond loan lead to an increase in profits / (reduction of losses) per share with the result that, based on IAS 33 par. 41 - 44, it is not considered to have a dilution effect on them (antidilution effect). Therefore, the basic earnings / (losses) per share for the first half of 2022 and 2021 are equal to the diluted earnings / (losses) per share.
10. Income tax
The Company and the subsidiaries operating in shipping sector are not subject to income tax for the profits arising from this business activity. As income tax is considered the tax in regard to law 27/1975 (tax applied to the shipping tons of the total tonnage of the vessel), thus the results of the first half of the Group were charged by € 49 thousand. Moreover, the income tax for the Group's non-shipping companies was nil, while an amount of € 16 thousand referred to deferred taxes (income). The unaudited fiscal years of the Parent company and subsidiaries are presented in the following table:
| Company | Unaudited years | ||
|---|---|---|---|
| ANEK S.A. | - | ||
| ETANAP S.A. | - | ||
| LEFKA ORI S.A. | - | ||
| ANEK HOLDINGS S.A. | 2016 - 2021 | ||
| AIGAION PELAGOS S.C. | 2016 - 2021 |
From the fiscal year 2011 onwards, the Group companies are subject to the tax audit of the certified auditors - accountants according to the provisions of article 82 of law 2238/94 and article 65a of law 4174/13. The auditors' reports for the years 2011 - 2020 were issued without qualification. The finalization of the above tax audits is carried out according to POL 1034/2016. The audit for the year 2021 is in progress and the related report is expected to be issued after the financial statements of 30.06.2022 have been published. However, no significant tax liabilities are expected to arise. Group companies have formed provisions for additional taxes that may arise in the future tax closure of the unaudited years. Accumulated provisions amounted to € 166 thousand for the Company and € 220 thousand for the Group.
11. Balances and transactions with related parties
Balances (receivables / liabilities) with associated parties, as defined by IAS 24, as at 30th June 2022 and 31st December 2021 are as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 30.06.22 | 31.12.21 | 30.06.22 | 31.12.21 | |
| Receivables from: | ||||
| - subsidiaries | - | - | 7.062 | 4.496 |
| - affiliates | - | - | - | - |
| - other related parties | 15.240 | 13.602 | 14.453 | 13.268 |
| 15.240 | 13.602 | 21.515 | 17.764 | |
| Liabilities to: | ||||
| - subsidiaries | - | - | 1 | 702 |
| - affiliates | - | - | - | - |
| - other related parties | 104.118 | 102.531 | 104.117 | 102.530 |
| - executives & BoD members | 63 | 13 | 26 | 13 |
| 104.181 | 102.544 | 104.144 | 103.245 |
The purchases and the sales with associated parties for the first half of 2022 and 2021 are as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 01.01.22- | 01.01.21- | 01.01.22- | 01.01.21- | |
| 30.06.22 | 30.06.21 | 30.06.22 | 30.06.21 | |
| Purchases of goods & services from: | ||||
| - subsidiaries | - | - | 32 | 27 |
| - affiliates | 127 | 133 | 126 | 131 |
| - other related parties | 1.775 | 1.632 | 1.775 | 1.631 |
| 1.902 | 1.765 | 1.933 | 1.789 | |
| Sales of services to: | ||||
| - subsidiaries | - | - | 3.671 | 3.660 |
| - affiliates | 2 | - | 2 | - |
| - other related parties | - | - | - | - |
| 2 | - | 3.673 | 3.660 |
It is noted that in the "Other related parties" from 30.06.2020 is included the group of PIRAEUS BANK due to the inclusion of ANEK in the portfolio of the Bank's affiliates.
Key management compensation
The gross fees to Directors and BoD members for the first half of 2022 and 2021 refer to short term benefits and are analyzed as follows:
N O T E S O N T H E I N T E R I M F I N A N C I A L S T A T E M E N T S F O R T H E P E R I O D F R O M 1 S T J A N U A R Y T O 3 0 T H J U N E 2 0 2 2 – A M O U N T S I N T H O U S A N D € U N L E S S S T A T E D D I F F E R E N T L Y
| The Group | The Company | |||
|---|---|---|---|---|
| 01.01.22- | 01.01.21- | 01.01.22- | 01.01.21- | |
| 30.06.22 | 30.06.21 | 30.06.22 | 30.06.21 | |
| Executive members of the BoD | 329 | 333 | 201 | 201 |
| Non-Executive Members of the BoD | - | - | - | - |
| Management executives | 418 | 421 | 418 | 421 |
| 747 | 754 | 619 | 622 |
12. Commitments and contractual liabilities
Leases (except financial)
With the adoption of IFRS 16, the Group recognized in its financial statements liabilities related to leases that had previously been classified as operating leases under IAS 17. Group companies had entered into operating lease agreements mainly for leasing buildings and chartering vessels; the agreements will expire at different dates in the following five years. The minimum future payable lease and charter fees for buildings and vessels on nonreversible operating leases at 30.06.2022 are as follows:
| Total | 795 |
|---|---|
| After 5 years | - |
| Between 2 – 5 years | 611 |
| Within next year | 184 |
Financial leases
The Parent Company has signed a lease agreement for a vessel, while in 2021 the subsidiary "ETANAP" concluded a lease agreement for the acquisition of a new production line. The future lease payments, plus the purchase options at the end of the leases, according the relevant contracts are as follows:
| Total | 10.255 |
|---|---|
| After 5 years | 358 |
| Between 2 – 5 years | 7.828 |
| Within next year | 2.069 |
Capital commitments
There were no capital commitments for the Company or the Group as at 30.06.2022.
Other commitments
There are certain commitments for the Group which are subject to state subsidized investment plans, as well as liabilities arising from agreements entered into for the servicing of public services routes (letters of guarantee, etc.).
13. Contingent liabilities / receivables – litigious disputes or disputes in arbitration
Litigations
There are no disputes in litigation or arbitration, or other liabilities burdening the Group, which could significantly affect its financial position. Until 30.06.2022 the relevant provisions that have been formed are amounting to € 1.463 thousand.
Contingent liabilities / receivables
The Group's contingent liabilities as at 30.06.2022 arising from its normal activity pertain to guarantees granted to secure liabilities and performance bonds amounting to € 1.077 thousand. Respectively, the Group has received guarantees for receivables amounting to € 120 thousand. Moreover, as mentioned above (note 10 "Income tax"), the tax liabilities of Group companies for certain fiscal years have not been finalised, but appropriate provisions have been formed for possible additional taxes. Finally, with regard to the Group's mortgages, see related analysis in note 5 "Fixed Assets".
"NORMAN ATLANTIC" case
Regarding the developments in relation to the fire incident case on board the chartered vessel "NORMAN ATLANTIC" in December 2014 (see note 29 of the annual financial report for the year 2014), it is noted that penal proceeding is in progress before the Criminal Court of Bari, which is at the stage of witnesses' examination. A first-instance decision is expected within the first months of 2023. In addition to the Company's Management individuals and crew members that are involved in the Italian penal procedure, the Company itself as a legal entity is also involved and in this respect is expected the process progress in order to indicate whether there is a possibility of an administrative fine or any other financial burden to be imposed by the Court against the Company. Regarding the Greek Jurisdiction, the secondary criminal trial before the Three-Member Court of Appeal of Piraeus was completed in February 2022, with the imposition on certain involved persons related to the Company, convertible into a fine, with a suspended sentence. An appealing was filed before the Supreme Court, which was heard on 01.09.2022 with the decision pending. The above mentioned incident has brought a significant number of claims, most of which have been extra judicially settled, while there are still pending civil actions that have been filed before the Greek and Italian Courts by the parties sustained damages against the Company, the ship-owning company and the managers of the vessel. The above mentioned compensations and expenses are covered by the Mutual Insurance Association, with which the Company has Charterers' Liability Cover (P&I) and Legal Protection (FD&D). Therefore, the compensation process of the above mentioned incident is not expected to burden the Company's financial result.
14. Subsequent events
On 23.09.2022 the Board of Directors of the Company received a letter from the company "ATTICA S.A. HOLDINGS" (hereinafter "ATTICA") on the subject of "Agreement with creditors and shareholders of ANEK". The letter informed the Company that between ATTICA and the largest creditors ("PIRAEUS BANK SA", "ALPHA BANK SA", "ASTIR NPL FINANCE 2020-1 DESIGNATED ACTIVITY COMPANY" and "CROSS OCEAN AGG COMPANY I") and shareholders ("PIRAEUS BANK SA", "ALPHA BANK SA", "ATTICA BANK", "CROSS OCEAN AGG COMPANY I" and "VARMIN SA") representing 57,70% of the total capital of ANEK, a Private Agreement was signed on 23.09.2022 with the object of the corporate transformation and repayment of the Company's debt. In this context, the Company's Board of Directors was brought to the attention of the above proposal regarding the merger by absorption of the Company by ATTICA.
Following the above, the Board of Directors of ANEK at the meeting of September 26, 2022 decided the following:
a) the initiation of the merger process with the absorption of the Company by ATTICA in accordance with the provisions of the current legislative framework,
b) the definition as the transformation balance sheet date of December 31, 2021, as the date of the last officially published financial statements of the Company and
c) the provision of authorizations for the appointment of independent experts who will examine the draft of the merger agreement and confirm the fairness and reasonableness of the exchange relationship and the determination of the tax framework of the merger.
The Company was informed that the Board of Directors of ATTICA took a corresponding decision on the same day. It is noted that the completion of the transaction is subject to the approval of the competent bodies of the Company and ATTICA in accordance with the current legislative framework and the usual conditions and exceptions in such cases (obtaining approval from the Competition Commission, as well as any other required approval or license).
Apart from the above there are no events later than 30 June 2022 which would substantially affect the financial position and results of the Group and the Company or which should be mentioned in notes on financial statements.
Chania, 29 September 2022
A' Vice-Chairman Managing Director
Spyridon I. Protopapadakis Ioannis I. Vardinoyannis ID Card No. AA490648 ID Card No. Π 966572
Chief Financial Officer Chief Accountant
Stylianos I. Stamos Ioannis E. Spanoudakis ID Card No. AM 480641 Economic Chamber License No. 20599, Class A