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Ellaktor S.A. — Annual Report 2016
May 11, 2017
2744_10-k_2017-05-11_9afe0fc3-4273-4c65-847f-e86d78d65eaa.pdf
Annual Report
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| COMPANY DETAILS | ||
|---|---|---|
| Company's Registered Office: | 25 Ermou St, 13km of the Athens-Lamia National Road, 145 64 Kifissia | |
| Société Anonyme Reg. No: | 874/06/Β/86/16 | |
| Competent Authority: | Ministry of Economy, Development & Tourism, Secretariat-General for Commerce & Consumer Protection, Directorate-General for Market, Directorate for Companies & General Electronic Commercial Registry |
|
| Date of approval of the annual financial statements (from which | Operating activities | |
| summary information was drawn): | ||
| Certified auditor: | Dimitris Sourbis (SOEL Reg.No. 16891) | Plus/less adjustments for: |
| Impairment | ||
| Company's website: | www.ellaktor.com | concession agreement |
| BoD composition: | ||
| Société Anonyme Reg. No: | 874/06/Β/86/16 | GROUP | COMPANY | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ministry of Economy, Development & Tourism, Secretariat-General for Commerce & | ||||||||||
| Competent Authority: | Consumer Protection, Directorate-General for Market, Directorate for Companies & General Electronic Commercial Registry |
01/01- 31/12/2016 |
01/01- 31/12/2015 |
01/01- 31/12/2016 |
01/01- 31/12/2015 |
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| Date of approval of the annual financial statements (from which | Operating activities | |||||||||
| summary information was drawn): | 26 April 2017 | Profit/(loss) before tax | (37.778) | (53.900) | (186.575) | (16.752) | ||||
| Certified auditor: | Dimitris Sourbis (SOEL Reg.No. 16891) | Plus/less adjustments for: | ||||||||
| Audit firm: | PriceWaterhouseCoopers SA | Depreciation and amortisation | 119.434 | 125.717 | 481 | 814 | ||||
| Type of audit report: | Unqualified opinion | Impairment | 29.520 | 29.823 | 182.841 | 29.566 | ||||
| Company's website: | www.ellaktor.com | Adjustment of the value of right of concession, due to amendment to the concession agreement |
194.566 | - | - | - | ||||
| BoD composition: | Impairment of investment in mining companies | - | 37.174 | - | - | |||||
| Anastasios Kallitsantsis, Chairman of the BoD (executive member) | Edouardos Sarantopoulos, Director (executive member) | Provisions | 35.896 | 16.259 | 7 | 28 | ||||
| Dimitrios Koutras, Vice-chairman of the BoD (executive member) | Ioannis Tzivelis, Director (non-executive member) | Currency translation differences | (1.614) | 3.356 | - | - | ||||
| Dimitrios Kallitsantsis, Vice-chairman of the BoD (executive member) | Iordanis Aivazis, Director (non-executive member | Results (income, expenses, gains and losses) from investing activities | (22.679) | (10.119) | (12.211) | (29.903) | ||||
| Leonidas Bobolas, Managing Director (executive member) | Theodoros Pantalakis, Director (independent, non-executive member) | Debit interest and related expenses | 89.600 | 85.000 | 14.157 | 15.119 | ||||
| Maria Bobola, Director (non-executive member) | Dimitrios Grigorioadis, Director (independent, non-executive member) | Impairment provisions and write-offs | 16.327 | 3.127 | 26 | - | ||||
| Angelos Giokaris, Director (executive member) | Recognition of guaranteed receipt, due to amendment to the concession agreement |
(193.530) | - | - | - | |||||
| Changes in working capital or related to operating activities: | ||||||||||
| STATEMENT OF FINANCIAL POSITION (amounts in thousand euros) | Decrease/(increase) of inventory | (993) | (9.286) | - | - | |||||
| GROUP | COMPANY | Decrease/(increase) in receivables | 83.711 | (79.598) | 511 | 44 | ||||
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | (Decrease)/increase in liabilities (except borrowings) | 36.590 | 10.702 | (1.237) | (933) | ||
| ASSETS | Less: | |||||||||
| Property, plant and equipment | 468.567 | 508.414 | 1.628 | 1.669 | Debit interest and related expenses paid | (134.589) | (62.642) | (11.871) | (17.133) | |
| Investment property | 148.450 | 130.589 | 28.877 | 29.312 | Taxes paid | (54.955) | (62.079) | - | (2.735) | |
| Intangible assets | 62.585 | 68.883 | - | - | Net Cash flows from Operating Activities (a) | 159.506 | 33.534 | (13.871) | (21.885) | |
| Concession right | 629.263 | 884.979 | - | - | Investing activities | |||||
| (Acquisition)/disposal of subsidiaries, associates, joint ventures and other | ||||||||||
| Other non-current assets | 767.218 | 512.935 | 774.917 | 956.422 | investments | 24.848 | (91.435) | (813) | (11) | |
| Inventories | 46.148 | 44.818 | - | - | (Placements)/collections of time deposits over three months | 487 | (5) | - | - | |
| Trade receivables | 779.073 | 763.774 | 971 | 1.260 | Purchase of PPE, intangible assets & investment property | (59.893) | (112.711) | (5) | (1) | |
| Other current assets | 977.304 | 1.107.515 | 12.495 | 20.964 | Income from sales of tangible and intangible assets | 3.313 | 3.330 | - | - | |
| TOTAL ASSETS | 3.878.608 | 4.021.905 | 818.887 | 1.009.627 | Interest received | 10.867 | 6.603 | 4 | 4 | |
| EQUITY AND LIABILITIES | Loans (granted to)/proceeds from repayment of loans granted to related parties | 107 | (1.236) | 90 | (2) | |||||
| Share capital | 182.311 | 182.311 | 182.311 | 182.311 | Dividends received | 1.271 | 684 | 19.385 | 16.099 | |
| Other equity | 488.320 | 615.996 | 360.175 | 546.743 | Restricted cash reduction | 7.325 | 16.943 | - | - | |
| Total equity attributable to parent company equity holders (a) | 670.631 | 798.307 | 542.487 | 729.054 | Net Cash flows from investing activities (b) | (11.675) | (177.827) | 18.661 | 16.089 | |
| Non-controlling interests (b) | 221.791 | 232.922 | - | - | Financing activities | |||||
| Total equity (c) = (a) + (b) | 892.422 | 1.031.229 | 542.487 | 729.054 | Third party participation in share capital increase and share capital increase costs | |||||
| Long-term borrowings | 1.191.407 | 1.169.826 | 263.570 | 268.338 | 2.723 | - | - | - | ||
| Provisions/Other long-term liabilities | 477.433 | 505.507 | 6.129 | 3.877 | Proceeds from issued/utilised loans and debt issuance costs | 222.775 | 300.546 | - | 55.295 | |
| Short-term borrowings | 238.685 | 322.348 | - | - | Repayment of borrowings | (288.514) | (366.082) | (5.141) | (52.400) | |
| Other current liabilities | 1.078.660 | 992.996 | 6.702 | 8.358 | Payments of leases (amortisation) | (1.297) | (894) | - | - | |
| Total liabilities (d) | 2.986.186 | 2.990.677 | 276.401 | 280.573 | Dividends paid | (31.010) | (26.661) | (79) | (23) | |
| TOTAL EQUITY AND LIABILITIES (c) + (d) | 3.878.608 | 4.021.905 | 818.887 | 1.009.627 | Tax paid on dividends | (735) | (660) | - | - | |
| Grants returned | (2.248) | - | - | - | ||||||
| Refund of subsidiaries' share capital to third parties | - | (78) | - | - | ||||||
| STATEMENT OF COMPREHENSIVE INCOME (amounts in thousand euros) | Increase/decrease in restricted cash | (4.211) | 5.635 | - | - | |||||
| Net Cash flows from financing activities (c) | (102.517) | (88.194) | (5.221) | 2.872 | ||||||
| GROUP | COMPANY | Net increase/(decrease) in cash and cash equivalents for the period (a) + (b) + (c) |
45.315 | (232.486) | (431) | (2.924) | ||||
| 01/01-31/12/2016 | 01/01- 31/12/2015 |
01/01-31/12/2016 01/01-31/12/2015 | Cash and cash equivalents at year start | 450.378 | 679.918 | 1.035 | 3.959 | |||
| Revenue | 1.942.409 | 1.533.083 | 134 | 146 | Exchange differences in cash and cash equivalents | 701 | 2.946 | - | - | |
| Gross profit/ (loss) | 126.688 | 132.066 | (26) | (14) | Cash and cash equivalents at year end | 496.393 | 450.378 | 604 | 1.035 | |
| STATEMENT OF FINANCIAL POSITION (amounts in thousand euros) | |||||||
|---|---|---|---|---|---|---|---|
| GROUP COMPANY |
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| ASSETS | Less: | ||||||
| Concession right | 629.263 | 884.979 | - | - | Investing activities | ||
| investments | |||||||
| Non-controlling interests (b) | 221.791 | 232.922 | - | - | Financing activities | ||
| Total equity (c) = (a) + (b) | 892.422 | 1.031.229 | 542.487 | 729.054 | |||
| STATEMENT OF COMPREHENSIVE INCOME (amounts in thousand euros) | ||||||||
|---|---|---|---|---|---|---|---|---|
| GROUP | COMPANY | |||||||
| 01/01-31/12/2016 | 01/01- | |||||||
| Profit/ (loss) before tax, financing and investing results |
31.146 | 28.831 | (184.107) | (31.536) | ||||
| Profit/ (loss) before tax | (37.778) | (53.900) | (186.575) | (16.752) | ||||
| Less: Taxes | (59.018) | (36.463) | (11) | (858) | ||||
| Net Profit/ (loss) (A) | (96.797) | (90.363) | (186.587) | (17.610) | ||||
| Owners of the Parent | (121.895) | (106.071) | (186.587) | (17.610) | ||||
| Total comprehensive income after tax (A)+(B) | ||||||||
| Net profit/ (loss) per share-basic and adjusted (in EUR ) | ||||||||
| Profit/ (loss) before tax, financing and investing results and total amortisation |
150.580 | 154.548 | (183.626) | (30.722) | ||||
| Proposed dividend per share - (in euros) | - | - | - | - |
| Owners of the Parent | (121.895) | (106.071) | (186.587) | (17.610) | GROUP | COMPANY | |||
|---|---|---|---|---|---|---|---|---|---|
| Non controlling interests | 25.098 | 15.708 | - | - | 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Other comprehensive income after tax (B) | (7.456) | 31.203 | 19 | (3) | Total equity at year start (01.01.2016 and 01.01.2015, respectively) | 1.031.229 | 1.116.228 | 729.054 | 746.667 |
| Total comprehensive income after tax (A)+(B) | (104.252) | (59.160) | (186.567) | (17.613) | Total comprehensive income after tax | (104.252) | (59.160) | (186.567) | (17.613) |
| Owners of the parent | (127.152) | (82.391) | (186.567) | (17.613) | Change of participation quotas in subsidiaries | 2.530 | (942) | - | - |
| Non controlling interests | 22.900 | 23.231 | - | - | Dividends distributed | (37.085) | (24.898) | - | - |
| Net profit/ (loss) per share-basic and adjusted (in EUR ) | (0,7069) | (0,6152) | (1,0821) | (0,1021) | Total equity at year end (31.12.2016 and 31.12.2015 respectively) | 892.422 | 1.031.229 | 542.487 | 729.054 |
STATEMENT OF CHANGES IN EQUITY (amounts in thousand euros)
ELLAKTOR SA
ADDITIONAL FIGURES AND INFORMATION
25 ERMOU ST - 145 64 KIFISSIA FIGURES AND INFORMATION FOR THE YEAR FROM 1 JANUARY 2016 TO 31 DECEMBER 2016
General Registry of Commerce No.: 251501000 (SA. Reg. No 874/06/Β/86/16 )
The following details and information, as these arise from the financial statements, aim at providing general information about the financial position 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.
STATEMENT OF CASH FLOWS (amounts in thousand euros)
1. The Accounting Principles of 31.12.2015 were observed.
2. The unaudited years of Group companies are detailed in Note 41 to the annual financial statements as of 31.12.2016. Parent company ELLAKTOR has not been audited by tax authorities for financial year 2010. It has been audited, pursuant to Law 2238/1994, for years 2011, 2012, 2013 and, pursuant to Law 4174/2013, for the years 2014 and 2015, and has obtained a tax compliance certificate from PricewaterhouseCoopers SA without any qualification
(see Note 37b to the annual financial statements of 31.12.2016).
| THE CHAIRMAN OF THE BOARD OF DIRECTORS | THE MANAGING DIRECTOR | THE FINANCIAL MANAGER | THE HEAD OF ACCOUNTING DEPT. | ||||
|---|---|---|---|---|---|---|---|
| respective numbers on 31.12.2015 were 18 and 5,499. | Kifissia, 26 April 2017 | ||||||
| (h) Payables to key management 6. The number of employees on 31.12.2016 was 19 persons for the Company and 5,856 persons for the Group (excluding Joint Ventures), and the |
104 | - | 13. The Company's Board of Directors will propose to the Annual Ordinary General Meeting of Shareholders not to distribute any dividends for FY 2016. | ||||
| f) Key management compensation (g) Receivables from key management |
5.849 90 |
909 - |
12. In 2016, the parent company impaired participating interest in subsidiaries in the amount of €182,841 thousand. | ||||
| d) Receivables e) Liabilities |
113.814 21.144 |
11.329 49.754 |
consolidation method for HELECTOR-DOAL OE (formerly HELECTOR SA - ENVITEC SA) changed from the equity method to the full consolidation method in relation to the statements of 31.12.2015. |
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| Amounts in thousand euros a) Income b) Expenses c) Income from dividends |
Group 130.498 23.004 731 |
Company 2.696 3.215 11.685 |
ANEMOS SA (acquired), BENZEMIA ENTERPRISES LTD (acquired), SILIO ENTERPRISES LTS (incorporated,) and the associate ELLINIKA YDATODROMIA SA. The following subsidiaries were last consolidated in the financial statements of 31.12.2015: ΟΛΚΑΣ ΑΕ (liquidated), SAREO ENTERPRISES LTD, TSOGKAS-ANASTASIOS THEODORAKIS GEORGIOS & SIA (GENERAL PARTNERSHIP), ELEKTROERGON LTD, ILIOSAR SA, ILIOSAR KRANIDIOU SA and SOLAR OLIVE SA (sold to third parties), and the associate THERMAIKES DIADROMES (liquidated). The |
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| direct or indirect participation in their share capital, and their consolidation method are detailed in Note 41 to the annual financial statements as of 31.12.2016 and are available on the Group's website www.ellaktor.com. The parent Company only holds an indirect stake in the consolidated joint ventures via its subsidiaries. 11. The following companies which were not consolidated as at 31.12.2015, were first consolidated in the financial statements of 31.12.2016: BIOSAR BRASIL - ENERGIA RENOVAVEL LTDA (incorporated), BIOSAR DOMINICANA SAS (incorporated), ANEMOS ATALANTIS SA (acquired), THIVAIKOS |
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| 5. All kinds of transactions (inflows and outflows) from year start (01.01.2016), as well as receivables and liabilities balances for the Group and the parent Company at period end (31.12.2016), as these arise from transactions with related parties, within the meaning of IAS 24, are as follows: |
Company: income of €19 thousand from Actuarial gains. 10. Group companies and joint venture schemes, together with the country of establishment, their business sector, the parent Company's percentage of |
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| 4. Litigation or disputes referred to arbitration, as well as pending court or arbitration rulings, are not expected to have a material effect on the financial position or the operations of the Group or the Company, and, for this reason, no relevant provisions have been formed. |
9. The figures posted in the accounts which affected Other comprehensive income net of taxes for the Group and the Company, are for the Group: expenses of €3.541 thousand from currency translation differences, income of €1,776 thousand from Change in the value of assets available for sale, expenses of €5,611 thousand from Cash flow hedge, income of €31 thousand from Actuarial gains, and €111 thousand from other expenses, and for the |
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| W/T pledges as loan collateral (see Notes 6 and 8 of the annual financial statements of 31.12.2016). | 3. There are no encumbrances on Group and Company fixed assets other than mortgage prenotations on parent and subsidiary property and wind farm | could arise on conclusion of the review by the Competition Commission (see Note 28 to the annual financial statements of 31.12.2016. |
7. Earnings per share are calculated by dividing the net profit which is attributable to parent company shareholders by the weighted average of ordinary shares over the period, excluding treasury shares.
8. Provisions formed in relation to the unaudited years stand at €2,174 thousand for the Group, and at €180 thousand for the Company. The provision for heavy maintenance stands at €124,244 thousand for the Group. Other provisions (short-term and long-term) for the Group stand at €60,796 thousand. These include (a) a provision of €10,000 thousand for the potential impact on the concession contract of a subsidiary in Cyprus, and (b) a a provision of €40,000 thousand formed pursuant to the Management's best estimate, on the basis of available information, for the maximum contingent liability that