Annual Report • Sep 21, 2015
Annual Report
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Interim condensed financial statements
in accordance with International Accounting Standard 34
for the period 1 January to 31 March 2011
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.
| Balance sheet | 3 | |
|---|---|---|
| Statement of comprehensive income | 4 | |
| Statement of changes in equity - Group | 5 | |
| Statement of changes in equity - Company | 6 | |
| Cash flow statement | 7 | |
| 1. | General Information | 8 |
| 2. | Basis of preparation and accounting policies | 8 |
| 3. | Financial risk management | 12 |
| 4. | Critical accounting estimates and judgements | 12 |
| 5. | Segment information | 12 |
| 6. | Capital expenditure | 13 |
| 7. | Investments in subsidiaries | 14 |
| 8. | Available-for-sale financial assets | 14 |
| 9. | Share capital | 15 |
| 10. | Borrowings | 15 |
| 11. | Finance income / (expenses) - net | 16 |
| 12. | Income tax | 16 |
| 13. | Earnings / (losses) per share | 16 |
| 14. | Cash generated from operations | 17 |
| 15. | Capital commitments | 17 |
| 16. | Contingencies / Outstanding legal cases | 17 |
| 17. | Related party transactions | 19 |
| 18. | Post balance sheet events | 20 |
| 19. | Subsidiaries | 21 |
| ASSETS Note 31/3/2011 31/12/2010 31/3/2011 31/12/2010 Non-current assets Property, plant and equipment 6 355.056 362.394 24.998 25.425 Goodwill 68.387 68.387 - - Intangible assets 6 54.135 56.604 6 7 Investment property 6 68.193 68.368 65.546 65.768 Investments in subsidiaries 7 - - 250.098 250.098 Investments in associates 108.042 110.844 115.900 115.900 Available - for - sale financial assets 8 11.563 11.191 9.556 9.470 Deferred income tax assets 4.955 5.236 - - Long-term loans 9.479 8.706 9.479 8.706 Trade and other receivables 6.792 6.009 39 39 686.603 697.740 475.621 475.411 Current assets Inventories 37.102 44.166 - - Trade and other receivables 358.440 367.125 16.948 17.900 Construction contracts 15.974 12.374 - - Financial assets at fair value through profit or loss 210 187 - - Current income tax assets 8.589 10.166 - - Cash and cash equivalents 30.099 34.994 3.169 4.048 450.414 469.012 20.118 21.948 Total assets 1.137.016 1.166.752 495.739 497.359 EQUITY Capital and reserves attributable to the owners of the Company Share capital 9 187.567 187.567 187.567 187.567 Share premium 9 194.204 194.204 194.204 194.204 Other reserves 18.712 30.410 75.857 77.551 400.483 412.180 457.628 459.322 Non-controlling interests 38.571 40.637 - - Total equity 439.054 452.817 457.628 459.322 LIABILITIES Non-current liabilities Borrowings 10 153.033 158.328 13.524 13.699 Deferred income tax liabilities 2.843 3.089 1.138 1.140 Retirement benefit obligations 4.975 5.215 313 335 Grants 20.057 20.888 - - Derivative financial instruments 736 1.241 - - Provisions for other liabilities and charges 1.953 1.939 - - Trade and other payables 12.976 13.387 - - 196.575 204.087 14.976 15.174 Current liabilities Trade and other payables 277.862 291.457 7.728 7.456 Current income tax liabilities 4.622 5.175 - - Construction contracts 6.387 8.190 - - Borrowings 10 200.305 192.805 13.840 13.840 Grants 4.922 5.432 - - Provisions for other liabilities and charges 7.289 6.790 1.568 1.568 501.388 509.848 23.135 22.864 Total liabilities 697.963 713.935 38.111 38.038 Total equity and liabilities 1.137.016 1.166.752 495.739 497.359 |
Group | Company | ||
|---|---|---|---|---|
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 31/3/2011 | 1/1/ - 31/3/2010 | 1/1 - 31/3/2011 | 1/1/ - 31/3/2010 | |
| Sales | 5 | 132.481 | 139.417 | 532 | 819 |
| Cost of goods sold | (114.976) | (122.754) | (438) | (696) | |
| Gross profit | 17.505 | 16.663 | 94 | 123 | |
| Other operating income | 2.288 | 1.664 | 435 | 751 | |
| Other gains/ (losses) - net | (410) | (94) | - 54 |
||
| Selling and research costs | (10.264) | (11.797) | (32) | (33) | |
| Administrative expenses | (14.004) | (15.964) | (1.956) | (2.070) | |
| Operating loss | (4.884) | (9.529) | (1.459) | (1.175) | |
| Finance expenses | 11 | (6.001) | (3.850) | (354) | (187) |
| Finance income | 11 | 255 | 298 | 116 | 204 |
| Finance income /(expenses) - net | (5.745) | (3.552) | (237) | 17 | |
| Share of losses of associates | (3.443) | (857) | - | - | |
| Loss before income tax | (14.073) | (13.938) | (1.696) | (1.159) | |
| Income tax expense | 12 | (583) | (2.022) | 1 (30) |
|
| Loss for the period | (14.655) | (15.960) | (1.695) | (1.189) | |
| Other comprehensive income : | |||||
| Fair value gains / (losses) on available for sale financial assets , net of tax | 8 | 286 | (267) | 1 (1) |
|
| Currency translation differences, net of tax | 325 | 218 | - - |
||
| Cash flow hedges | 505 | (764) | - - |
||
| Other comprehensive income for the period, net of tax | 1.116 | (813) | 1 (1) |
||
| Total comprehensive income for the period | (13.539) | (16.773) | (1.694) | (1.190) | |
| Loss attributable to: | |||||
| Owners of the Company | (12.493) | (11.167) | (1.695) | (1.189) | |
| Non-controlling interests | (2.162) | (4.793) | - - |
||
| (14.655) | (15.960) | (1.695) | (1.189) | ||
| Total comprehensive income attributable to: | |||||
| Owners of the Company | (11.677) | (11.649) | (1.694) | (1.190) | |
| Non-controlling interests | (1.862) | (5.123) | - - |
||
| (13.539) | (16.772) | (1.694) | (1.190) | ||
| Earnings per share for loss attributable to the owners of the Company | |||||
| during the period (expressed in € per share) | |||||
| Basic | 13 | (0,09) | (0,08) | (0,01) | (0,01) |
| Diluted | 13 | (0,09) | (0,08) | (0,01) | (0,01) |
| Attributable to the owners of the Company | Non-controlling | Total equity | |||||
|---|---|---|---|---|---|---|---|
| Note Share capital Other reserves | Retained earnings | interests | |||||
| Balance at 1 January 2010 | 377.148 | 186.224 | (120.177) | 57.300 | 500.495 | ||
| Loss for the period | - | - (11.167) |
(4.793) | (15.960) | |||
| Fair value losses on available for sale financial assets | - | (166) | - (101) |
(267) | |||
| Currency translation differences | - | 92 | - 127 |
218 | |||
| Cash flow hedges | - | (408) | - (356) |
(764) | |||
| Total comprehensive income for the period | - | (482) | (11.167) | (5.123) | (16.772) | ||
| Employees stock options scheme | |||||||
| - value of employee services | - | 45 | - | - 45 |
|||
| Distribution of treasury shares | 1.112 | - (989) |
107 | 229 | |||
| Share capital decrease by subsidiary | - | - | - (55) |
(55) | |||
| Transfer | - | 278 | (278) | - - |
|||
| 1.112 | 323 | (1.267) | 52 219 |
||||
| Balance at 31 March 2010 | 378.260 | 186.065 | (132.611) | 52.229 | 483.942 | ||
| Balance at 1 January 2011 | 381.771 | 186.351 | (155.942) | 40.637 | 452.817 | ||
| Loss for the period | - | - (12.493) |
(2.162) | (14.655) | |||
| Fair value gains on available for sale financial assets | - | 178 | - 108 |
286 | |||
| Currency translation differences | - | 369 | - (44) |
325 | |||
| Cash flow hedges | - | 270 | - 235 |
505 | |||
| Total comprehensive income for the period | - | 817 | (12.493) | (1.862) | (13.539) | ||
| Disposal of subsidiaries | 7 | - | (10) | 10 | (225) | (225) | |
| Transfer | - | - (21) |
21 - |
||||
| - | (10) | (11) | (204) | (225) | |||
| Balance at 31 March 2011 | 381.771 | 187.158 | (168.446) | 38.571 | 439.054 |
| Share capital | Other reserves | Retained earnings |
Total equity | |
|---|---|---|---|---|
| Balance at 1 January 2010 | 377.148 | 147.730 | (56.617) | 468.261 |
| Loss for the period | - | - | (1.189) | (1.189) |
| Fair value losses on available for sale financial assets | - | (1) | - (1) |
|
| Total comprehensive income for the period | - | (1) | (1.189) | (1.190) |
| Distribution of treasury shares | 1.112 | - | (883) | 229 |
| 1.112 | - | (883) | 229 | |
| Balance at 31 March 2010 | 378.260 | 147.729 | (58.689) | 467.300 |
| Balance at 1 January 2011 | 381.771 | 147.725 | (70.174) | 459.322 |
| Loss for the period | - | - | (1.695) | (1.695) |
| Fair value gains on available for sale financial assets | - | 1 | - 1 |
|
| Total comprehensive income for the period | - | 1 | (1.695) | (1.694) |
| Balance at 31 March 2011 | 381.771 | 147.726 | (71.869) | 457.628 |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | |
| Cash flows from operating activities | |||||
| Cash generated from operations | 14 | 16.495 | (8.093) | 410 | (6.945) |
| Interest paid | (7.597) | (3.432) | (354) | (187) | |
| Income tax received / (paid) | 248 | 481 | - | (1) | |
| Net cash generated from operating activities | 9.146 | (11.044) | 57 | (7.133) | |
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment (PPE) | (16.352) | (13.160) | (37) | (1) | |
| Purchase of investment property | (2) | (2) | (2) | (2) | |
| Purchase of intangible assets | (5.465) | (7.480) | - | - | |
| Proceeds from sale of PPE | 171 | 2.560 | - 1.344 |
||
| Proceeds from sale of investment property | - 969 |
- 969 |
|||
| Proceeds from sale of intangible assets | 941 | - - |
|||
| Share capital increase of subsidiary | - | - | - (2.000) |
||
| Acquisition of available - for - sale financial assets | (86) | - | (86) | - | |
| Disposal of subsidiaries | 7 | 151 | 29 | - - |
|
| Interest received | 149 | 208 | 10 | 114 | |
| Loans granted | (645) | - | (645) | - | |
| Net cash from investing activities | (22.079) | (15.934) | (760) | 423 | |
| Cash flows from financing activities | |||||
| Proceeds from borrowings | 5.566 | 14.260 | - | 8.900 | |
| Repayments of borrowings | (2.512) | (8.517) | - | - | |
| Grants received | 5.721 | - | - | - | |
| Repayments of finance leases | (737) | (1.132) | (175) | - | |
| Net cash from financing activities | 8.038 | 4.610 | (175) | 8.900 | |
| Net decrease in cash and cash equivalents | (4.895) | (22.368) | (879) | 2.190 | |
| Cash and cash equivalents at beginning of period | 34.994 | 64.641 | 4.048 | 10.146 | |
| Cash and cash equivalents at end of the period | 30.099 | 42.273 | 3.169 | 12.336 |
INTRACOM Holdings S.A., with the distinctive title "INTRACOM HOLDINGS" was incorporated in Greece and its shares are traded in the Athens Stock Exchange.
Intracom Group operates, through the subsidiaries and associates, in developing products, providing services and undertaking complex, integrated and advanced technology projects in the telecommunications, defence, public administration, and banking & finance industries and has also activities in the construction sector and the telecommunications sector. The parent company operates as a holding company.
The Group operates in Greece, U.S.A, Bulgaria, Romania, as well as in other foreign countries.
The Company's registered office is at 19 km Markopoulou Ave., Peania Attikis, Greece. Its website address is www.intracom.com.
These interim condensed financial statements of the Group and the Company have been approved for issue by the Board of Directors on 30 May 2011.
These interim condensed financial statements consist of the stand alone financial statements of Intracom Holdings S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group") for the period 1/1 – 31/3/2011. They have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".
These interim condensed financial statements must be examined together with the annual financial statements for the year 2010, as published on the Group's website www.intracom.com.
The accounting policies used for the preparation and the presentation of the interim condensed financial statements are consistent with those applied for the preparation and presentation of the annual financial statements of the Company and the Group for the financial year ended 31 December 2010. These interim condensed financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets at fair value through profit or loss and derivative financial instruments, which are carried at fair value.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
This amendment attempts to reduce disclosures of transactions between government-related entities and clarify related-party definition. More specifically, it removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities, clarifies and simplifies the definition of a related party and requires the disclosure not only of the relationships, transactions
and outstanding balances between related parties, but of commitments as well in both the consolidated and the individual financial statements. This revision does not affect the Group's financial statements.
This amendment clarifies how certain rights issues should be classified. In particular, based on this amendment, rights, options or warrants to acquire a fixed number of the entity's own equity instruments for a fixed amount of any currency are equity instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. This amendment is not relevant to the Group.
This interpretation addresses the accounting by the entity that issues equity instruments to a creditor in order to settle, in full or in part, a financial liability. This interpretation is not relevant to the Group.
The amendments apply in limited circumstances: when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendments permit such an entity to treat the benefit of such an early payment as an asset. This interpretation is not relevant to the Group.
The amendments set out below describe the key changes to IFRSs following the publication in May 2010 of the results of the IASB's annual improvements project. Unless otherwise stated the following amendments do not have a material impact on the Group's financial statements.
The amendments provide additional guidance with respect to: (i) contingent consideration arrangements arising from business combinations with acquisition dates preceding the application of IFRS 3 (2008); (ii) measuring non-controlling interests; and (iii) accounting for share-based payment transactions that are part of a business combination, including un-replaced and voluntarily replaced share-based payment awards.
The amendments include multiple clarifications related to the disclosure of financial instruments.
The amendment clarifies that entities may present an analysis of the components of other comprehensive income either in the statement of changes in equity or within the notes.
The amendment clarifies that the consequential amendments to IAS 21, IAS 28 and IAS 31 resulting from the 2008 revisions to IAS 27 are to be applied prospectively.
The amendment places greater emphasis on the disclosure principles that should be applied with respect to significant events and transactions, including changes to fair value measurements, and the need to update relevant information from the most recent annual report.
The amendment clarifies the meaning of the term 'fair value' in the context of measuring award credits under customer loyalty programmes.
IFRS 9 is the first Phase of the Board's project to replace IAS 39 and deals with the classification and measurement of financial assets and financial liabilities. The IASB intends to expand IFRS 9 in subsequent phases in order to add new requirements for impairment and hedge accounting. The Group is currently investigating the impact of IFRS 9 on its financial statements. The Group cannot currently early adopt IFRS 9 as it has not been endorsed by the EU. Only once approved will the Group decide if IFRS 9 will be adopted prior to 1 January 2013.
The amendment to IAS 12 provides a practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model in IAS 40 "Investment Property". This amendment has not yet been endorsed by the EU.
This amendment sets out disclosure requirements for transferred financial assets not derecognised in their entirety as well as on transferred financial assets derecognised in their entirety but in which the reporting entity has continuing involvement. It also provides guidance on applying the disclosure requirements. This amendment has not yet been endorsed by the EU.
IFRS 13 provides new guidance on fair value measurement and disclosure requirements. These requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. IFRS 13 provides a precise definition of fair value and guidance on fair value measurement and disclosure requirements for use across IFRSs. Disclosure requirements are enhanced and apply to all assets and liabilities measured at fair value, not just financial ones. This standard has not yet been endorsed by the EU.
The IASB has published five new standards on consolidation and joint arrangements: IFRS 10, IFRS 11, IFRS 12, IAS 27 (amendment) and IAS 28 (amendment). These standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted only if the entire "package" of five standards is
adopted at the same time. These standards have not yet been endorsed by the EU. The Group is in the process of assessing the impact of the new standards on its consolidated financial statements. The main provisions are as follows:
IFRS 10 replaces all of the guidance on control and consolidation in IAS 27 and SIC 12. The new standard changes the definition of control for the purpose of determining which entities should be consolidated. This definition is supported by extensive application guidance that addresses the different ways in which a reporting entity (investor) might control another entity (investee). The revised definition of control focuses on the need to have both power (the current ability to direct the activities that significantly influence returns) and variable returns (can be positive, negative or both) before control is present. The new standard also includes guidance on participating and protective rights, as well as on agency / principal relationships.
IFRS 11 provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The types of joint arrangements are reduced to two: joint operations and joint ventures. Proportional consolidation of joint ventures is no longer allowed. Equity accounting is mandatory for participants in joint ventures. Entities that participate in joint operations will follow accounting much like that for joint assets or joint operations today. The standard also provides guidance for parties that participate in joint arrangements but do not have joint control.
IFRS 12 requires entities to disclose information, including significant judgments and assumptions, which enable users of financial statements to evaluate the nature, risks and financial effects associated with the entity's interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. An entity can provide any or all of the above disclosures without having to apply IFRS 12 in its entirety, or IFRS 10 or 11, or the amended IAS 27 or 28.
This Standard is issued concurrently with IFRS 10 and together, the two IFRSs supersede IAS 27 "Consolidated and Separate Financial Statements". The amended IAS 27 prescribes the accounting and disclosure requirements for investment in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. At the same time, the Board relocated to IAS 27 requirements from IAS 28 "Investments in Associates" and IAS 31 "Interests in Joint Ventures" regarding separate financial statements.
IAS 28 "Investments in Associates and Joint Ventures" replaces IAS 28 "Investments in Associates". The objective of this Standard is to prescribe the accounting for investments in associates and to set out the requirements for the application of the equity method when accounting for investments in associates and joint ventures, following the issue of IFRS 11.
Differences between amounts presented in the financial statements and corresponding amounts in the notes result from roundings.
There have been not any material changes in the financial risk management of the Group or any material changes in fair value measurement since 31 December 2010.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
In preparing these interim condensed financial statements, the accounting estimates and judgements made by management were consistent to those applied to the annual financial statements of the Company and the Group for the year ended 31 December 2010.
At 31 March 2011, the Group is organised into five main segments:
The segment information for the period 1/1 – 31/3/2011 is as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems |
Construction | Telecom operations |
Other | Total | |
|---|---|---|---|---|---|---|---|
| Total sales per segment | 1.241 | 31.678 | 13.707 | 33.231 | 54.576 | 556 134.989 | |
| Inter-segment sales | (12) | (982) | (13) | (988) | (75) | (438) | (2.508) |
| Sales from external customers | 1.229 | 30.696 | 13.694 | 32.242 | 54.502 | 118 132.481 | |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) |
(72) | (1.384) | (680) | 2.597 | 15.037 | (1.013) | 14.486 |
The segment information for the period 1/1 – 31/3/2010 is as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems |
Construction | Telecom operations |
Other | Total | |
|---|---|---|---|---|---|---|---|
| Total sales per segment | 1.322 | 30.857 | 10.135 | 51.196 | 47.732 | 837 142.080 | |
| Inter-segment sales | - | (720) | (1) | (1.717) | (59) | (166) | (2.663) |
| Sales from external customers | 1.322 | 30.138 | 10.134 | 49.478 | 47.674 | 671 139.417 | |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) |
59 | (548) | 305 | 2.425 | 11.185 | (2.629) | 10.799 |
The activities of the parent company Intracom Holdings SA are included under the column "Other".
The reconciliation of earnings before interest, tax, depreciation and amortization (EBITDA) to losses before tax is as follows:
| 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | |
|---|---|---|
| Earnings before interest, tax, depreciation and | ||
| amortisation (EBITDA) | 14.486 | 10.799 |
| Depreciation | (19.370) | (20.328) |
| Finance cost - net | (5.745) | (3.552) |
| Loss from associates | (3.443) | (857) |
| Loss before income tax | (14.073) | (13.937) |
Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.
| Property, plant and equipment |
Intangible assets |
Investment property |
Total | |
|---|---|---|---|---|
| Net book amount at 1 January 2010 | 375.496 | 64.831 | 57.618 | 497.945 |
| Additions | 9.327 | 7.396 | - | 16.723 |
| Disposals | (1.587) | (941) | - (2.528) | |
| Transfer from assets classified as held for sale | - | - | 7.369 | 7.369 |
| Depreciation charge | (11.624) | (8.540) | (164) | (20.328) |
| Transfer | (203) | - | 203 | - |
| Other movement | 63 | 2 | 181 | 247 |
| Net book amount at 31 March 2010 | 371.472 | 62.749 | 65.207 | 499.428 |
| Property, plant and equipment |
Intangible assets |
Investment property |
Total | |
|---|---|---|---|---|
| Net book amount at 1 January 2011 | 362.394 | 56.604 | 68.368 | 487.367 |
| Additions | 4.381 | 5.461 | 2 | 9.844 |
| Disposals/write-offs | (406) | - - |
(406) | |
| Depreciation charge | (11.280) | (7.926) | (164) | (19.370) |
| Other movement | (33) | (3) | (13) | (50) |
| Net book amount at 31 March 2011 | 355.056 | 54.135 | 68.193 | 477.385 |
| Property, plant and equipment |
Intangible assets |
Investment property |
Total | |
|---|---|---|---|---|
| Net book amount at 1 January 2010 | 29.190 | 8 | 64.009 | 93.207 |
| Additions | 1 | - | 2 | 3 |
| Depreciation charge | (299) | (1) | (217) | (517) |
| Transfer | (97) | 97 - |
- | |
| Net book amount at 31 March 2010 | 28.795 | 7 | 63.891 | 92.693 |
| Property, plant and equipment |
Intangible assets |
Investment property |
Total | |
| Net book amount at 1 January 2011 | 25.425 | 7 | 65.768 | 91.200 |
| Additions | 37 | - 2 |
40 | |
| Disposals/write-offs | (226) | - - |
(226) | |
| Depreciation charge | (239) | (1) | (224) | (465) |
| Net book amount at 31 March 2011 | 24.998 | 6 | 65.546 | 90.550 |
On 5 January 2011 the subsidiary company Intrakat S.A. disposed of its entire holding (51%) in the subsidiary company KEPA Attikis S.A. for the consideration of €214. The activities of the company as well as the result from the disposal were not material for the Group. This transaction resulted in a decrease of the non-controlling interests by €225, while the net cash inflow arose to €151.
| Group | Company | |||
|---|---|---|---|---|
| 31/3/2011 | 31/12/2010 | 31/3/2011 | 31/12/2010 | |
| Balance at the beginning of the period | 11.191 | 12.562 | 9.470 | 9.520 |
| Additions | 86 | 52 | 86 | - |
| Fair value gains / (losses) | 286 | (1.376) | 1 | (5) |
| Impairment | - | (46) | - (46) |
|
| Balance at the end of the period | 11.563 | 11.191 | 9.557 | 9.470 |
| Number of shares |
Share capital |
Share premium |
Treasury shares |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2010 | 131.945.181 | 187.567 | 194.204 | (4.622) | 377.148 |
| Treasury shares | 1.080.815 | - | - 4.622 |
4.622 | |
| Balance at 31 December 2010 | 133.025.996 | 187.567 | 194.204 | - | 381.771 |
| Balance at 1 January 2011 | 133.025.996 | 187.567 | 194.204 | - | 381.771 |
| Balance at 31 March 2011 | 133.025.996 | 187.567 | 194.204 | - | 381.771 |
On 31 December 2010 and on 31 March 2011 the Company's share capital amounts to €187.567 divided into 133.025.996 shares with a nominal value of €1,41 each.
During 2010 the Company granted all of its treasury shares and does not possess any treasury shares since 31 December 2010.
| Group | Company | |||
|---|---|---|---|---|
| 31/3/2011 | 31/12/2010 | 31/3/2011 | 31/12/2010 | |
| Bank loans | 176.978 | 174.148 | 16.196 | 16.196 |
| Finance lease liabilities | 159.947 | 17.112 | 11.168 | 11.343 |
| Bond loans | 16.413 | 159.873 | - | - |
| Total borrowings | 353.338 | 351.133 | 27.364 | 27.539 |
| Non-current borrowings | 153.033 | 158.328 | 13.524 | 13.699 |
| Current borrowings | 200.305 | 192.805 | 13.840 | 13.840 |
| 353.338 | 351.133 | 27.364 | 27.539 |
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | |
| Finance expenses | ||||
| - Bank borrowings | (2.466) | (1.832) | (203) | (187) |
| - Bond loans | (1.847) | (1.671) | - | - |
| - Finance leases | (243) | (102) | (151) | - |
| - Letters of credit and related costs | (662) | (463) | - | - |
| - Other | (866) | (615) | - | - |
| - Net foreign exchange gains | 85 | 832 | - | - |
| Total of finance expenses | (6.001) | (3.850) | (354) | (187) |
| Finance income | ||||
| - Interest income | 142 | 200 | 10 | 114 |
| - Interest income from loans granted | 106 | 98 | 106 | 90 |
| - Other | 7 | - | - | - |
| Total of finance income | 255 | 298 | 116 | 204 |
| Finance (expenses) / income - net | (5.745) | (3.552) | (237) | 17 |
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | ||
| Current tax | 485 | 1.608 | - | - | |
| Deferred tax | 98 | 414 | (1) | 30 | |
| Total | 583 | 2.022 | (1) | 30 |
On 31 March 2011 the new tax law 3943/2011 was implemented, according to which the corporate income tax rate of legal entities is set at 20% for financial years beginning on 1 January 2011.
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | |
| Loss attributable to equity holders of the Company | (12.493) | (11.167) | (1.695) | (1.189) |
| Weighted average number of ordinary shares in issue (in 000s) | 133.026 | 131.945 | 133.026 | 131.945 |
| Basic/diluted earnings/(losses) per share (€ per share) | (0,09) | (0,08) | (0,01) | (0,01) |
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | |
| Loss for the period | (14.655) | (15.960) | (1.695) | (1.189) |
| Adjustments for: | ||||
| Tax | 583 | 2.022 | (1) | 30 |
| Depreciation of PPE Amortisation of intangible assets |
11.280 7.926 |
11.624 8.540 |
239 1 |
299 1 |
| Depreciation of investment property | 164 | 164 | 224 | 217 |
| Loss on sale of PPE | 231 | 120 | 226 | - |
| Fair value losses / (gains) of financial assets at fair value | ||||
| through profit or loss | (23) | 26 | - - |
|
| Employees share option scheme | - 45 |
- - |
||
| Losses from sale of subsidiaries | 20 | 59 | - - |
|
| Interest income | (255) | (298) | (116) | (204) |
| Interest expense | 6.001 | 3.850 | 354 | 187 |
| Distribution of treasury shares | - 229 |
- - |
||
| Depreciation of grants received | (1.340) | (800) | - - |
|
| Share of loss from associates | 3.441 | 807 | - - |
|
| Exchange loss / (gain) | (406) | 38 | - | - |
| 12.965 | 10.466 | (769) | (659) | |
| Changes in working capital | ||||
| Decrease in inventories | 7.064 | 1.992 | - - |
|
| (Increase)/decrease in trade and other receivables | (2.101) | (19.645) | 929 | (4.125) |
| Increase/ (decrease) in trade and other payables | (1.707) | (1.472) | 272 | (2.161) |
| Increase in provisions | 513 | 521 | - - |
|
| Increase/ (decrease) in retirement benefit obligations | (239) | 44 | (22) | - |
| 3.530 | (18.559) | 1.179 | (6.286) | |
| Cash generated from operations | 16.495 | (8.093) | 410 | (6.945) |
As at the balance sheet date there were capital commitments for property, plant and equipment of €8.119 for the Group (2010: €8.253).
The Group and the Company have contingent liabilities in respect of banks, other guarantees and other matters arising in the ordinary course of business as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/3/2011 | 31/12/2010 | 31/3/2011 | 31/12/2010 | |
| Guarrantees for advance payments | 49.673 | 50.360 | 47.710 | 47.229 |
| Guarrantees for good performance | 177.173 | 167.089 | 157.127 | 152.113 |
| Guarrantees for participation in contests | 18.937 | 23.479 | 16.064 | 10.126 |
| Other | 10.025 | 14.588 | 5.624 | 9.775 |
| 255.809 | 255.516 | 226.525 | 219.243 |
The Company has given guarantees to banks for subsidiaries' loans amounting to €362.842.
In addition, the Company has guaranteed the contractual liabilities of an associate company.
There is an outstanding legal case against a subsidiary company from the Ministry of Merchant Marine (MMM) concerning violations during the execution of a project completed and delivered to the MMM in a prior period. The penalties and rebates that were initially claimed have been reduced to €9 mil., following relevant appeals of the Company and ministerial decisions. Subsequently, according to a decision by the administrative court of appeal of Piraeus, the above mentioned penalties and rebates were cancelled. According to the Company's legal advisers the appeal exercised by the Greek State against the previous decision by the administrative court of appeal of Piraeus will not succeed and hence there will be no surcharge on the Company. In addition the company, in order to ensure its claim for the remaining balance of the project consideration (€9 mil. approximately) against an assumed request by the State for statutory-limitation, it filed an appeal against the Greek State.
On 4 March 2008 specific major shareholders of Teledome S.A. took legal action against Intracom Holdings, Hellas Online and members of the Management, requesting among others, to abolish the earlier decision of key management personnel (Board of Directors and General Meeting) of the Group for the annulment of the merger of Hellas online, Unibrain and Teledome. Through this lawsuit, an amount of approximately €141 mil. is claimed from the parent company and the subsidiary, for the loss and the moral damage that the plaintiffs allege to have suffer. The Group's management and its lawyers assess that the possibility of any material liabilities arising for the Group in relation to this case is very low.
The Hellas Online Group is in dispute, which is under examination by EETT (Hellenic Telecommunications and Post Commission), with OTE SA regarding certain charges of the latter which are claimed to be unlawful. In relation to this case, the company disputed charges of €2.825 as at 31 March 2011, for which a provision of an equal amount has been recorded.
It is not anticipated that any material liabilities will arise from the contingent liabilities.
The following transactions are carried out with related parties:
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | 1/1 - 31/3/2011 | 1/1 - 31/3/2010 | ||
| Sales of goods / services: | |||||
| To subsidiaries | - | - 438 |
183 | ||
| To associates | 441 | 609 | 26 | 90 | |
| To other related parties | 471 | 499 | 1 | 4 | |
| 912 | 1.108 | 465 | 277 | ||
| Purchases of goods / services: | |||||
| From subsidiaries | - | - 127 |
74 | ||
| From associates | 2.347 | 2.003 | - - |
||
| From other related parties | 47 | 201 | - - |
||
| 2.394 | 2.204 | 127 | 74 | ||
| Rental income: | |||||
| From subsidiaries | - | - 433 |
409 | ||
| From associates | 113 | 250 | 1 | 143 | |
| From other related parties | 67 | 37 | 33 | 2 | |
| 181 | 287 | 467 | 554 | ||
| Purchases of fixed assets: | |||||
| From subsidiaries | - - |
40 | - | ||
| From associates | 1.750 | 5.179 | - - |
||
| 1.750 | 5.179 | 40 | - |
Services from and to related parties, as well as sales and purchases of goods, take place on the basis of the price lists in force with non-related parties. Other related parties are mainly associates and companies in which the major shareholder of the Company holds an interest share.
Period-end balances arising from transactions with related parties are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/3/2011 | 31/12/2010 | 31/3/2011 | 31/12/2010 | |
| Receivables from related parties | ||||
| From subsidiaries | - | - | 8.516 | 9.369 |
| From associates | 9.029 | 7.908 | 2.739 | 2.705 |
| From other related parties | 4.344 | 9.770 | 1.230 | 1.194 |
| 13.373 | 17.678 | 12.485 | 13.268 | |
| Payables to related parties | ||||
| To subsidiaries | - | - | 1.075 | 973 |
| To associates | 62.356 | 61.571 | 3.575 | 3.442 |
| To other related parties | 659 | 734 | 9 | 80 |
| 63.015 | 62.305 | 4.659 | 4.495 |
For the three months ended 31 March 2011 a total of €355 was paid by the Company as remuneration to Directors and key Management personnel (1/1 – 31/3/2010: €478). As at 31 March 2011 there were not any receivables or payables from / to Directors.
No significant events occurred after the balance sheet date.
The companies and joint ventures included in the consolidated financial statements and the related direct percentage interests held as at 31 March 2011 are as follows.
| Name | Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years |
|---|---|---|---|---|
| * Intracom S.A Defence Electronic Systems | Greece | 100,00% | Full | 2010 |
| 49,25% | ||||
| * HELLAS ON LINE | Greece | (note 1) | Full | 2007- 2010 |
| - Attica Telecommunications SA | Greece | 100,00% | Full | 2008-2010 |
| * Intracom Holdings International Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Technologies Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Operations Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Group USA | USA | 100,00% | Full | From establishment - 2010 |
| - Duckelco Holdings Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Ingrelenco Trading Co. Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| * Intracom IT Services | Greece | 100,00% | Full | 2005- 2010 |
| - Global Net Solutions Ltd | Bulgaria | 100,00% | Full | From establishment - 2010 |
| - Data Bank SA | Greece | 90,00% | Full | 2010 |
| - Intracom IT Services Middle East & Africa | Jordan | 80,00% | Full | 2010 |
| - Intracom IT Services Denmark AS | Denmark | 100,00% | Full | 2008 - 2010 |
| - Intracom Exports Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Cyprus Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intrasoft International SA | Luxembourg | 99,76% | Full | 2008-2010 |
| - Intrasoft SA | Greece | 99,00% | Full | 2008-2010 |
| - Intrasoft International Belgium | Belgium | 100,00% | Full | 2004-2010 |
Note 1: The total shareholding in Hellas on Line is 53,40% through the participation of subsidiary companies of the Group.
| Name | Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years |
|---|---|---|---|---|
| * Intrakat SA | Greece | 62,24% | Full | 2010 |
| - Inmaint SA | Greece | 62,00% | Full | 2010 |
| - Intracom Construct SA | Romania | 96,54% | Full | 2009-2010 |
| -Oikos Properties SRL. | Romania | 100,00% | Full | 2007-2010 |
| 99,99% | ||||
| -Rominplot SRL** | Romania | (note 2) | Full | 2010 |
| - Eurokat SA | Greece | 54,38% | Full | 2010 |
| -J./V. ΑΚΤOR ΑΤΕ - LOBBE TZILALIS - EUROKAT ATE (Ily | ||||
| Administration Κ.Ε.L.) | Greece | 18,00% | Proportional | 2010 |
| -J./V. ΑΚΤOR ΑΤΕ - Proteas (Sewage network of Paiania | ||||
| municipality)** | Greece | 27,19% | Proportional | - |
| - Intrakat International Ltd | Cyprus | 100,00% | Full | 2008-2010 |
| 99% | ||||
| -SC Plurin Telecommunications SRL | Romania | (note 3) | Full | 2008-2010 |
| -Alpha Mogilany Development SP Z.O.O | Poland | 25,00% | Equity | 2008-2010 |
| -Αmbtila Enterprises Limited ** | Cyprus | 100,00% | Full | 2007-2010 |
| -Α. Katselis Energiaki SA** | Greece | 50,00% | Proportional | 2009-2010 |
| - Intradevelopment SA | Greece | 100,00% | Full | 2010 |
| - Fracasso Hellas AE Design & construction of road safety systems | Greece | 55,00% | Full | 2010 |
| -Prisma - Domi ΑΤΕ | Greece | 50,00% | Full | 2010 |
| -J/V Athinaiki Techniki s.a.- "J/V Archirodon Hellas ATE - Prisma | ||||
| Domi ATE" (General Department East Macedonia & Thraki) | Greece | 10,00% | Proportional | 2010 |
| -J/V VIOTER s.a. - Prisma Domi ATE constructor (Sewages process facilities & subpipe of Ag.Theodorous municipality) |
Greece | 10,00% | Proportional | 2010 |
| -J/V/ NOEL s.a. - Prisma Domi ATE - (Wind park in "Driopi") | Greece | 17,50% | Proportional | 2010 |
| -J/V Prisma - Domi ATE - Mesogeios ES SA - (operation & mainten. of | Greece | 25,00% | Proportional | 2010 |
| biolog.wastewater treatment In Oinofita-Schimatari)** | ||||
| -Intrapower SA Company of Energy Works** | Greece | 75,00% | Full | 2010 |
| -Ιntra - Phos S.A. Alternative energy ** | Greece | 42,00% | Full | - |
| -ΙCC ΑΤΕ** J./V. Mohlos - Intrakat (Tennis) |
Greece | 50,00% | Equity | 2006-2010 |
| J./V. Mohlos - Intrakat (Swimm.) | Greece | 50,00% | Equity | 2010 |
| J./V. Panthessalikon Stadium | Greece | 50,00% | Equity | 2010 |
| J./V. Elter-Intrakat (EPA Gas) | Greece | 15,00% | Equity | 2008-2010 |
| J./V. Intrakat - Gatzoulas | Greece | 45,00% | Equity | 2010 |
| J./V. Elter-Intrakat-Εnergy | Greece | 50,00% | Equity | 2004-2010 |
| J./V. "Αth.Techniki-Prisma Domi"-Ιntrakat | Greece | 40,00% | Equity | 2005-2010 |
| J./V. Intrakat-Ergaz-ALGAS | Greece | 57,50% | Equity | 2005-2010 |
| J./V. Intrakat - Elter (Maintenance N.Section) | Greece | 33,33% | Equity | 2007-2010 |
| J./V. Intrakat - ΑΤΤΙΚΑΤ (Εgnatia Οdos) | Greece | 50,00% | Proportional | 2006-2010 |
| J./V. Intrakat - Elter (Alex/polis pipeline) | Greece | 50,00% | Proportional | 2010 |
| J./V. Intrakat - Elter (Xiria) | Greece | 50,00% | Proportional | 2009-2010 |
| J./V. Intrakat - Elter (Road diversion- Arta) | Greece | 50,00% | Proportional | 2010 |
| J./V. Intrakat - Elter (Natural gas installation project- Schools) | Greece | 30,00% | Proportional | 2010 |
| Greece | 30,00% | Proportional | 2010 | |
| J./V. Intrakat - Elter ( Natural Gas Installation Project Attica Northeast & South ) |
Greece | 49,00% | Proportional | 2010 |
| J./V. Intrakat - Intracom Telecom (DEPA Network) | Greece | 70,00% | Proportional | 2007-2010 |
| J./V. Intrakat - Elter (Broadband networks) | Greece | 50,00% | Proportional | 2007-2010 |
| J./V. Intrakat - Elter (Natural Gas installation project - Schools EPA 3) | Greece | 50,00% | Proportional | 2010 |
| J./V. Intrakat - Elter (Natural Gas pipelines 2007 Northeastern Attica Region EPA 4) |
Greece | 50,00% | Proportional | 2010 |
| J./V.Intrakat- Elter(Gas Distrib.Network Expansion) | Greece | 50,00% | Proportional | 2007-2010 |
Note 2: The total shareholding in Rominplot SRL is 100% through the participation of another subsidiary.
Note 3: The total shareholding in SC Plurin Telecommunications SRL is 100% through the participation of another subsidiary.
| Name | Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years |
|---|---|---|---|---|
| J./V. ΑΚΤOR ΑΤΕ - Pantechniki SA - Intrakat (J./V. Μoreas) | Greece | 13,33% | Proportional | 2008-2010 |
| J./V. Intrakat - Elter (ΕPA 5) - Natural Gas Installation Central Region | Greece | 50,00% | Proportional | 2010 |
| J./V. Intrakat - Elter (EPA 6) - Natural Gas Installation South Region | Greece | 50,00% | Proportional | 2010 |
| J./V. Intrakat - Elter ( Hospital of Katerini) | Greece | 50,00% | Proportional | 2008-2010 |
| J./V. Intrakat - Elter (Hospital of Corfu) | Greece | 50,00% | Proportional | 2008-2010 |
| J./V. Intrakat Elter (EPA 7) - Natural Gas Distribut.Network Attica South Region |
Greece | 49,00% | Proportional | 2010 |
| J./V. Ιntrakat Elter -Natural Gas Suppl.Network Lamia-Thiva-Chalkida | Greece | 50,00% | Proportional | 2010 |
| J./V. Intrakat - Elter (Completion of Ionio Building, General Clinic) | Greece | 50,00% | Proportional | 2010 |
| J./V. Eurokat-ΕΤVO- Construction of Central Library Building of School of Fine Arts |
Greece | 70,00% | Proportional | 2008-2010 |
| J/V Anastilotiki - Getem - Intrakat (Museum of Patras) | Greece | 25,00% | Proportional | 2010 |
| J/V Anastilotiki - Getem - Intrakat (Piros-Parapiros Dams) | Greece | 33,30% | Proportional | 2006-2010 |
| J/V Intrakat - Elter - (dam construction in Filiatra) | Greece | 50,00% | Proportional | 2010 |
| J/V Intrakat - K.Panagiotidis & Co (line transfer construction 1) | Greece | 60,00% | Proportional | 2010 |
| J/V Altec - Intrakat - Anastilotiki (Thessaloniki Airport) | Greece | 46,90% | Proportional | 2010 |
| J/V Elter ATE - Intrakat - Nea Messimvria project | Greece | 50,00% | Proportional | - |
| J/V Intrakat - Filippod SA - Anthipolis project** | Greece | 50,00% | Proportional | 2010 |
| J/V Ekter SA - Erteka SA - Themeli SA - Intrakat (Filothei & Kiffisias Aven. Network construction)** |
Greece | 24,00% | Proportional | - |
| J/V Intrakat - Μavridis (Carrefour Supemarket consruction in Chalkidiki)** | Greece | 99,00% | Proportional | - |
| Name | Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years |
|---|---|---|---|---|
| * Intracom Telecom Solutions SA | Greece | 49,00% | Equity | 2009-2010 |
| -Intracom Bulgaria S.A. | Bulgaria | 100,00% | Full | 1998-2010 |
| -Intracom Svyaz Ltd. | Russia | 100,00% | Full | From establishment - 2010 |
| -Intracom Doo Skopje | FYROM | 100,00% | Full | 2006-2010 |
| -Intralban Sha | Albania | 95,00% | Full | 2005-2010 |
| -Intrarom S.A. | Romania | 66,70% | Full | 2004-2010 |
| -Sitronics Intracom India PL | India | 100,00% | Full | From establishment - 2010 |
| -Intracom Telecom Holdings International Ltd | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Middle East L.L.C. | United Arab Emirates | 100,00% | Full | Not applicable |
| - Connklin Corporation | USA | 100,00% | Full | 2001-2010 |
| - Intracom Telecom solutions S.R.L. | Moldova | 100,00% | Full | From establishment - 2010 |
| - Intracom doo Belgrade | Serbia | 100,00% | Full | From establishment - 2010 |
| - Ε-Teleserv doo Belgrade | Serbia | 100,00% | Full | - |
| - Intracom doo Armenia | Armenia | 100,00% | Full | 2008 -2010 |
| - Intracom Telecom Technologies Ltd. | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Telecom Operations Ltd. | Cyprus | 100,00% | Full | From establishment - 2010 |
| - Intracom Telecom Solutions Saudi Arabia | Saudi Arabia | 95,00% | Full | From establishment - 2010 |
(**) These companies have been included in the Group for the first time in the current period ending 31 March 2011 but were not included in the corresponding period of 2010.
The companies KEPA Attikis SA and Dialogos SA were included in the consolidated financial statements for the period 1/1 – 31/3/2010 but not in the current period's financial statements (1/1 – 31/3/2011). In particular Dialogos SA was included in the consolidated financial statements up to 7 June 2010, at which date it was disposed of.
Except for the above, there are no further changes in the consolidation method for the companies included in the Group financial statements.
Peania, 30 May 2011
S. P. KOKKALIS ID No ΑΙ 091040/05.10.2009
D. C. KLONIS ID No Ρ 539675/06.11.1995
J. K. TSOUMAS ID No ΑΖ 505361/10.12.2007 License No 637
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