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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
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
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.
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
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
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
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
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