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Ellaktor S.A. — Annual Report 2010
Sep 22, 2015
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Annual Report
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ELLAKTOR SA
(published pursuant to article 135 of Law 2190 on entities preparing annual financial statements, consolidated or separate, under IAS)
The following details and information, as these arise from the financial statements, aim at providing general information about the financial standing and results of ELLAKTOR SA and the ELLAKTOR Group of companies. Therefore, we recommend that before proceeding to any investment or other transaction with the issuer, readers should visit the issuer's website where the financial statements and the certified auditor-accountant report are posted as necessary.
SA Reg.No. 874/06/Β/86/16
25 ERMOU STR. - 145 64 KIFISSIA
FIGURES AND INFORMATION FOR THE YEAR FROM 1 JANUARY 2010 TO 31 DECEMBER 2010
| COMPANY DETAILS | STATEMENT OF CASH FLOWS (amounts in ,000 EUR) | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Company's Registered Office: | 25 Ermou str., 13th km Athens-Lamia NR, 145 64 Kifissia | CONSOLIDATED FIGURES COMPANY FIGURES |
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| Societes Anonyme Reg.No.: | 874/06/Β/86/16 | ||||||||
| Competent Authority: | Commerce, Companies & Credit Division | Ministry of Economy, Competitiveness & Shipping, General Secretariat For | 01/01- 31/12/2010 |
01/01- 31/12/2009 |
01/01- 31/12/2010 |
01/01- 31/12/2009 |
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| Date of approval of the annual financial statements (from which | 28 March 2011 | Operating activities | |||||||
| summary information was drawn): | Profit/ (Loss) before taxes | 88.755 | 172.239 | 8.079 | 28.279 | ||||
| Certified auditor: | Marios Psaltis | Plus/ less adjustments for: | |||||||
| Auditing firm: | PriceWaterhouseCoopers SA | Depreciation | 111.862 | 102.315 | 1.196 | 1.228 | |||
| Type of audit report: | Unqualified opinion | Impairment of PPE, intangible assets & financial assets available for sale | 76 | 18.085 | - | - | |||
| Company's website: BoD composition: |
www.ellaktor.com | Provisions Currency translation differences |
6.931 (1.449) |
33.464 702 |
(109) - |
(134) - |
|||
| Executive Members | Non-executive Members (Directors) | Results (income, expenses, gains and losses) from investing activities | (30.896) | (26.386) | (16.140) | (29.081) | |||
| Anastasios Kallitsantsis, Chairman of the BoD | Loukas Giannakoulis, Director | Georgios Sossidis | Debit interest and related expenses | 79.827 | 70.711 | 7.174 | 5.740 | ||
| Leonidas Bobolas, CEO | Angelos Giokaris, Director Ioannis Koutras |
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| Dimitrios Kallitsantsis, Director | Edouardos Sarantopoulos, Director | Dim. Hatzigrigoriadis (independent member) | Plus/ less adjustments for changes in working capital accounts or related to operating activities: |
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| Dimitrios Koutras, Director | Georgios Bekiaris (independent member) | Decrease/ (increase) of inventory | (7.562) | 51.524 | - | - | |||
| Decrease/ (increase) of receivables | (9.126) | (127.256) | 9.834 | 2.285 | |||||
| STATEMENT OF FINANCIAL POSITION (amounts in ,000 EUR) | (Decrease)/ increase of liabilities (except banks) | (71.848) | (176.326) | (3.210) | (2.839) | ||||
| CONSOLIDATED FIGURES | COMPANY FIGURES | Less: | |||||||
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | Debit interest and related expenses paid | (89.991) | (69.658) | (7.563) | (6.254) | |
| ASSETS | Taxes paid | (36.322) | (35.772) | (3.763) | (2.795) | ||||
| Property, plant and equipment | 479.338 | 474.570 | 3.405 | 3.675 | Total Cash Inflows/(Outflows) from Operating Activities (a) | 40.258 | 13.640 | (4.501) | (3.572) |
| Investment property | 140.183 | 128.261 | 58.816 | 59.785 | Investing activities | ||||
| Intangible assets | 1.083.923 | 1.000.104 | - | - | (Acquisition)/ disposal of subsidiaries, associates, joint ventures and other | ||||
| Other non-current assets | 393.977 | 399.744 | 977.180 | 943.665 | investments | (113.636) | (21.003) | (33.913) | (95.131) |
| Inventory | 47.000 | 40.371 | - | - | (Placements)/ collections of time deposits over 3 months | 91.811 | (50.826) | - | - |
| Trade receivables Other current assets |
643.836 1.518.531 |
662.050 1.390.450 |
4.619 45.271 |
3.242 46.809 |
Purchase of PPE and intangible assets & investment properties | (214.328) | (253.648) | (5) | (49) |
| TOTAL ASSETS | 4.306.787 | 4.095.551 | 1.089.291 | 1.057.176 | Revenues from sales of PPE and intangible assets and investment property |
7.785 | 14.693 | 39 | 5 |
| EQUITY AND LIABILITIES | Interest received | 33.635 | 24.695 | 1.662 | 1.338 | ||||
| Share capital | 182.311 | 182.311 | 182.311 | 182.311 | Loans (granted to)/ repaid by related parties | 319 | (7.726) | (28) | 1.393 |
| Other equity | 775.530 | 802.324 | 637.296 | 648.266 | Dividends received | 6.343 | 7.029 | 23.347 | 24.968 |
| Total equity attributable to parent company equity holders (a) | 957.842 | 984.636 | 819.607 | 830.578 | Total inflows/(outflows) from investing activities (b) | (188.070) | (286.787) | (8.898) | (67.476) |
| Non controlling interests (b) | 281.872 | 274.291 | - | - | Financing activities | ||||
| Total equity (c) = (a) + (b) | 1.239.713 | 1.258.927 | 819.607 | 830.578 | Sale/ (purchase) of treasury shares | - | (5.906) | - | (5.906) |
| Long-term borrowings | 1.405.982 | 1.382.960 | 99.585 | 215.000 | Proceeds from borrowings | 608.777 | 478.784 | 50.000 | 50.000 |
| Provisions/ Other long-term liabilities | 356.481 | 294.172 | 1.057 | 2.249 | Repayment of borrowings | (351.400) | (234.109) | - | - |
| Short-term borrowings | 540.436 | 311.146 | 165.000 | - | Repayment of financial lease liabilities (amortisation) | (3.009) | (2.858) | - | - |
| Other short-term liabilities | 764.175 | 848.346 | 4.042 | 9.349 | Dividends paid | (22.234) | (30.502) | (16.037) | (19.232) |
| Total liabilities (d) TOTAL EQUITY AND LIABILITIES (c) + (d) |
3.067.074 3.067.074 4.306.787 |
2.836.624 2.836.624 4.095.551 |
269.684 269.684 1.089.291 |
226.599 1.057.176 |
Tax paid on dividends Grants received |
(2.199) (2.199) 217 |
(7.084) (7.084) 13.526 |
(60) (60) - |
(2.124) - |
| Third party participation in share capital increase of subsidiaries | 574 | 9.706 | - | - | |||||
| STATEMENT OF COMPREHENSIVE INCOME (amounts in ,000 EUR) | Total inflows/(outflows) from financing activities (c) | 230.728 | 221.559 | 33.903 | 22.738 | ||||
| CONSOLIDATED FIGURES | COMPANY FIGURES | Net increase/ (decrease) in cash and cash equivalents for the | |||||||
| 01/01-31/12/2010 01/01-31/12/2009 | 01/01-31/12/2010 | 01/01-31/12/2009 | period (a) + (b) + (c) | 82.915 | (51.589) | 20.505 | (48.309) | ||
| Turnover | 1.753.119 | 2.268.551 | 459 | 384 | Cash and cash equivalents at period start | 743.204 | 794.793 | 11.933 | 60.242 |
| Gross profit/ (loss) | 194.998 | 292.373 | 149 | (99) | Cash and cash equivalents at period end | 826.119 | 743.204 | 32.438 | 11.933 |
| Profit/ (loss) before tax, financing and investing results | 151.390 | 232.949 | (895) | 4.939 | |||||
| Profit/ (loss) before tax | 88.755 | 172.239 | 8.079 | 28.279 | STATEMENT OF CHANGES IN EQUITY (amounts in ,000 EUR) | ||||
| Less: Taxes | (68.878) | (73.422) | (2.069) | (4.504) | CONSOLIDATED FIGURES | COMPANY FIGURES | |||
| Profit/ loss after tax (A) | 19.878 | 98.816 | 6.010 | 23.776 | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Parent company equity holders | 549 | 64.934 | 6.010 | 23.776 | |||||
| Non controlling interests | 19.329 | 33.882 | - | - | Total equity at year start (1/1/2010 and 1/1/2009, respectively) | 1.258.927 | 1.182.443 | 830.578 | 833.954 |
| Other comprehensive income after tax (B) Total comprehensive income after tax (A) + (B) |
(7.863) 12.015 |
3.704 102.520 |
720 6.730 |
(6) 23.770 |
Total comprehensive income after tax Change of participation percentage in subsidiaries |
12.015 (4.608) |
102.520 12.190 |
6.730 - |
23.770 - |
| Parent company equity holders | (5.990) | 69.604 | 6.730 | 23.770 | Dividends distributed & minority proportion in allocation of subsidiary | ||||
| Non controlling interests | 18.004 | 32.916 | - | - | results | (26.620) | (32.319) | (17.700) | (21.240) |
| Profit/ (loss) after tax per share - basic (expressed in €) | 0,0032 | 0,3762 | 0,0349 | 0,1378 | Purchases/ sales of treasury shares | - | (5.906) | - | (5.906) |
| Profit/ (loss) before tax, financing and investing results and | Total equity at year end (31.12.10 and 31.12.09, respectively) | ||||||||
| total amortisation | 263.252 | 335.263 | 301 | 6.166 | 1.239.713 | 1.258.927 | 819.607 | 830.578 | |
| Proposed dividend per share - (in €) | 0,03 | 0,10 | 0,03 | 0,10 | |||||
| ADDITIONAL FIGURES AND INFORMATION | |||||||||
| 1. The basic Accounting Principles are those followed as of 31.12.2009. 2. The unaudited fiscal years of Group companies are detailed in note 9 of the annual financial statements as of 31.12.2010. The unaudited fiscal years with regard to the parent company ELLAKTOR are 2008-2010. 3. There are no liens on the fixed assets of the Group and the Company. There are no liens on the fixed assets of the Group and the 4. Litigations or disputes referred to arbitration, as well as pending court or abritration rulings are not expected to have a material effect on the financial standing or the operations of the Group or the Company, and, for this reason, no relevant provisions have been formed. 5. Provisions formed in relation to unaudited fiscal years stand at € 1,945 thousand for the Group, and at € 519 thousand for the Company. Other |
(incorporated in Q4 2010) using the full consolidation method, had not been incporporated in the statements of 30.09.2010. In addition to the foregoing company, the following companies not incorporated as of 31.12.2009 were incorporated: a) full consolidation method: OLKAS SA, YLECTOR DOOEL SKOPJE (incorporated), EOLIKI KARPASTONIOU SA (acquired), b) net equity method: HERHOF VERWALTUNGS GMBH (acquired), and c) proportional consolidation method: HELECTOR SA-ENVITECSA Partnership (incorporated). and c) proportional consolidation method: HELECTOR SA-ENVITECSA Partnership The annual consolidated financial statements of 31.12.2009 had incorporated, using full consolidation, the following companies, which are no longer incorporated in the statements for the current year: subsidiaries KARAPANOU BROS SA, VARI VENTURES LIMITED, GEMACO SA, EOLIKI ADERES SA, and associate LARKODOMI SA, as a result of their disposal to third parties in 2010, and subsidiary PANTECHNIKI ROMANIA SRL as a |
provisions (short-term and long-term) for the Group stand at €122,484thousand. (see note 28 to the annual financial statements as of 31.12.2010) 6. The number of employees on 31.12.10 was 15 for the Company and 4,639 for the Group (excluding Joint Ventures) and the respective number of employees on 31.12.09 was 16 and 5,168 , respectively. 7. All manner of transactions (inflows and outflows) in aggregate from year start, as well as receivables and liabilities balances for the Group and the
parent Company at current year end arising from transactions with related parties, as defined in IAS 24, are as follows:
| 12. As of 31.12.2010 the Company was holding 4,570,034 treasury shares in total, with the total value of € 27,072 thousand.The Company has not a) Income 136.877 4.484 purchased any treasury shares from 01.01.2010 up to and including 8.12.2010, which was the final deadline of the treasury share purchase plan. b) Expenses 45.569 613 13. On 26 July 2010, the decision of the arbitral tribunal which had been set up under Article33 of the Concession Agreement related to project c) Income from dividends - 14.486 "Design, construction, financing, commissioning, maintenance and operation of the underwater Thessaloniki artery", which awarded compensation d) Receivables 49.439 13.974 of €43.7 million to the concession company THERMAIKI ODOS SA, in which the Group participates with 50%. Following the aforementioned decision, e) Liabilities 3.626 275 all receivables from the Greek State which have been awarded in favour of THERMAIKI ODOS SA came up to €67.8 million. The Group's interest of f) Key management compensation 10.269 1.293 €33.9 million as of 31 December 2010 is posted under "Other receivables". g) Payables to key management 417 14. On 7 October 2010, the Group associate ATHENS RESORT CASINO SA (30% stake held by ELLAKTOR) exercised the option granted under the - 8. Earnings per share are calculated by dividing the net profit which is attributable to parent company shareholders by the weighted average of common contract for the transfer of shares, concession of administration of the Regency Casino Mont Parnes and the management of casino and hotels, as of 15.11.2002, and acquired 2% of the Regency Casino Mont Parnes upon payment of €6,163 thousand. The participation stake of ATHENS RESORT shares over the period, excluding treasury shares. 9. The accounts which affected row "Other comprehensive income for the year" after tax for the Group and the Company are as follows. For the Group: CASINO SA in Regency Casino Mont Parnes currently stands at 51%. 15. In accordance with article 5 of Law 3845/2010, operating results for 2010 have been charged with an Extraordinary Social Responsibility income from Currency translation differences € 4,914 thousand, expenses from Change in the value of assets available for sale € 32 thousand, expenses Contribution of €14,074 thousand at Group level, and of €457thousand at Company level (see note 33 to the annual financial statements as of from Cash flow hedge € 12,466 thousand, and other expenses € 278 thousand. For the Company: income from Cash flow hedge € 720 thousand. 10. Group companies and joint ventures, together with the country of establishment, the parent Company's percentage of direct or indirect participation in 31.12.2010). 16. Where necessary, the comparative figures have been reclassified to agree with the changes made to the presentation of figures for the current their share capital, and their consolidation method are detailed in note 9 of the annual financial statements as of 31.12.2010, and are available on the year (see note 2.28 to the annual financial statements as of 31.12.2010). Group's website at www.ellaktor.com. The parent Company only holds an indirect participation in the consolidated joint ventures through its subsidiaries. 17. On 25 February 2011, subsidiary AKTOR CONCESSIONS transferred 15% of its participation in MOREAS SA (concession company in the Corinth Figures and information about non-consolidated companies and joint ventures are shown in note 9.d to the annual financial statements as of 31.12.2010. 11. ELLINIKI TECHNODOMIKI ANEMOS SA & Co. which is incorporated for the first time in the annual financial statements of 31.12.2010 Tripoli-Kalamata motorway and Lefktro-Sparta section) to J&P AVAX SA, and an equivalent percentage to the construction joint venture of the same motorway, at the price of €25.6 million in total. As a result, the participation percentage of AKTOR CONCESSIONS in MOREAS SA is now 71.67%. Kifissia, 28 March 2011 THE CHAIRMAN OF THE BOARD THE MANAGING DIRECTOR THE FINANCIAL MANAGER THE HEAD OF ACCOUNTING DEPT. ANASTASIOS P. KALLITSANTSIS LEONIDAS G. BOBOLAS ALEXANDROS K. SPILIOTOPOULOS EVANGELOS N. PANOPOULOS ID Card No. Ξ 434814 ID Card No. Σ 237945 ID Card No. ΑΒ 342796 ID Card No. X 666412 |
Amounts in ,000 EUR | Group | Company | Group's reduced stake and loss of control over that company. | |||||
|---|---|---|---|---|---|---|---|---|---|
ADERES SA, and associate LARKODOMI SA, as a result of their disposal to third parties in 2010, and subsidiary PANTECHNIKI ROMANIA SRL as a
result of its winding up in Q4 2010. A change was made in the consolidation method of companies EOLIKI MOLAON LAKONIAS SA and ALPHA EOLIKI MOLAON LAKONIAS SA compared to the financial statements for the previous year. On 31.12.2009 these companies were consolidated using the net equity method as associates; starting from Q1 2010 they are consolidated using the full consolidation method as subsidiaries, as a result of the Group's increased stake in said companies. Also, ENERMEL SA was consolidated in the annual consolidated financial statements of 31.12.2009 using the full consolidation method as a HELECTOR SA subsidiary; starting from Q3 2010 , the company is consolidated as an associate using the net equity method, as a result of the