Audit Report / Information • Sep 29, 2015
Audit Report / Information
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(previously INTRACOM S.A. Hellenic Telecommunications and Electronics Industry)
Financial Statements in accordance with International Financial Reporting Standards as adopted by the EU
31 December 2006
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.
Financial Statements in accordance with IFRS 31 December 2006
| Contents | Page | |
|---|---|---|
| Report of the certified auditor – accountant | ||
| Balance Sheet | 6 | |
| Income Statement | 7 | |
| Income Statement | 7 | |
| Statement of changes in equity | 9 | |
| Cash Flow Statement | 11 | |
| Notes to the financial statements in accordance with International Financial Reporting Standards |
11 | |
| 1. | General information | 12 |
| 2. | Summary of significant accounting policies | 12 |
| 3. | Financial risk management | 27 |
| 4. | Critical accounting estimates and judgments | 29 |
| 5. | Segment information | 30 |
| 6. | Property, plant and equipment | 33 |
| 7. | Goodwill | 35 |
| 8. | Intangible assets | 35 |
| 9. | Investment property | 37 |
| 10. | Investments in subsidiaries | 38 |
| 11. | Investments in associates | 39 |
| 12. | Available-for-sale financial assets | 41 |
| 13. | Deferred income tax | 42 |
| 14. | Trade and other receivables | 44 |
| 15. | Inventories | 45 |
| 16. | Construction contracts | 46 |
| 17. | Financial assets at fair value through profit or loss | 46 |
| 18. | Cash and cash equivalents | 47 |
| 19. | Share capital | 48 |
| 20. | Other reserves | 50 |
| 21. | Borrowings | 51 |
| 22. | Retirement benefit obligations | 53 |
| 23. | Grants | 54 |
| 24. | Provisions for other liabilities and charges | 55 |
| 25. | Trade and other payables | 56 |
| 26. | Derivative financial instruments | 56 |
Financial Statements in accordance with IFRS 31 December 2006
| Expenses by nature | 57 |
|---|---|
| Employee benefits | 57 |
| Other operating income - net | 58 |
| Finance costs – net | 58 |
| Income tax expense | 59 |
| Assets classified as held for sale/ Discontinued operations | 59 |
| Earnings per share | 63 |
| Dividends | 64 |
| Cash generated from operations | 64 |
| Commitments | 65 |
| Contingencies / Outstanding legal cases | 65 |
| Transfer of segments to subsidiaries | 66 |
| Related party transactions | 66 |
| Events after the balance sheet date | 67 |
| Subsidiaries | 68 |
| Adjustments to cash flows | 70 |
We have audited the accompanying financial statements of INTRACOM HOLDINGS SA(the "Company"), as well as the consolidated financial statements of the Company and its subsidiaries (the "Group), which comprise the balance sheet as at December 31, 2006, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Greek Auditing Standards which comply with the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of INTRACOM HOLDINGS SAand Group as of December 31, 2006, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
The content of the Board of Directors Report is consistent with the accompanying financial statements.
Athens, 29 March 2007
The Certified Auditors Accountants
Alexandros E. Tziortzis SOL S.A (SOEL Reg. No. 12371) (SOEL Reg. No. 125)
Zoe D. Sofou SOL S.A (SOEL Reg. No. 14701) (SOEL Reg. No. 125)
Ioannis G. Mystakidis Ernst & Young (Hellas) S.A (SOEL Reg. No. 16511) (SOEL Reg. No. 107)
(All amounts in €'000)
| Group | Company | ||||
|---|---|---|---|---|---|
| ASSETS | Note | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 |
| Non-current assets | |||||
| Property, plant and equipment | 6 | 144.097 | 284.024 | 55.272 | 80.464 |
| Goodwill | 7 | 11.361 | 11.361 | - | - |
| Intangible assets | 8 | 13.264 | 55.091 | 5.253 | 6.897 |
| Investment property | 9 | 63.170 | 38.664 | 46.603 | 19.235 |
| Investments in subsidiaries | 10 | - | - | 177.682 | 376.308 |
| Investments in associates | 11 | 120.590 | 3.438 | 116.175 | 276 |
| Available - for - sale financial assets | 12 | 11.502 | 12.044 | 9.030 | 8.528 |
| Deferred income tax assets | 13 | 5.020 | 9.434 | 3.938 | 6.035 |
| Trade and other receivables | 14 | 17.805 | 94.458 | 9.498 | 5.705 |
| 386.809 | 508.513 | 423.452 | 503.448 | ||
| Current assets | |||||
| Inventories | 15 | 49.649 | 157.193 | - | - |
| Trade and other receivables | 14 | 226.557 | 470.237 | 67.559 | 96.587 |
| Construction contracts | 16 | 47.787 | 29.169 | - | - |
| Available - for - sale financial assets | 12 | 508 | 1.852 | - | - |
| Financial assets at fair value through profit or loss | 17 | 1.056 | 3.441 | - | - |
| Current income tax assets | 8.453 | 4.112 | 4.629 | 4.112 | |
| Cash and cash equivalents | 18 | 115.477 | 95.832 | 72.531 | 66.862 |
| 449.486 | 761.837 | 144.719 | 167.562 | ||
| Assets classified as held for sale | 32 | 80.940 | 37.882 | - | 22.883 |
| 530.427 | 799.719 | 144.719 | 190.445 | ||
| Total assets | 917.236 | 1.308.232 | 568.171 | 693.892 | |
| EQUITY | |||||
| Capital and reserves attributable to the Company's equity holders | |||||
| Share capital | 19 | 377.329 | 472.205 | 377.329 | 472.205 |
| Reserves | 186.022 | 161.317 | 159.535 | 66.806 | |
| 563.351 | 633.522 | 536.864 | 539.011 | ||
| Minority interest | 20.197 | 27.810 | - | - | |
| Total equity | 583.549 | 661.332 | 536.864 | 539.011 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Borrowings | 21 | 35.259 | 21.416 | 3 | - |
| Deferred income tax liabilities | 13 | 487 | - | - | - |
| Retirement benefit obligations | 22 | 2.719 | 6.811 | 438 | 1.133 |
| Grants | 23 | 544 | 564 | - | - |
| Provisions for other liabilities and charges | 24 | 2.606 | 2.801 | - | - |
| 41.615 | 31.592 | 441 | 1.133 | ||
| Current liabilities | |||||
| Trade and other payables | 25 | 141.056 | 240.482 | 20.931 | 49.614 |
| Current income tax liabilities | 3.139 | 5.285 | 982 | 1.379 | |
| Construction contracts | 16 | 7.304 | 5.626 | - | - |
| Borrowings | 21 | 82.150 | 318.757 | 4.337 | 91.675 |
| Derivative financial instruments | 26 | 4.475 | 26.801 | 4.475 | 10.939 |
| Provisions for other liabilities and charges | 24 | 5.256 | 6.518 | 142 | 142 |
| 243.379 | 603.468 | 30.866 | 153.748 | ||
| Liabilities directly associated with non-current assets classified as held for sale | 32 | 48.692 | 11.840 | - | - |
| 292.072 | 615.308 | 30.866 | 153.748 | ||
| Total liabilities | 333.687 | 646.900 | 31.307 | 154.881 | |
| Total equity and liabilities | 917.236 | 1.308.232 | 568.171 | 693.892 |
(All amounts in €'000)
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | ||||||
|---|---|---|---|---|---|---|---|
| Note | Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |
| Sales | 321.314 | 202.714 | 524.028 | 253.516 | 281.871 | 535.387 | |
| Cost of goods sold | 27 | (264.406) | (161.649) | (426.055) | (190.534) | (203.329) | (393.864) |
| Gross profit | 56.908 | 41.065 | 97.973 | 62.981 | 78.542 | 141.523 | |
| Other operating income - net | 29 | 9.961 | 1.523 | 11.485 | 4.058 | 407 | 4.466 |
| Selling and research costs | 27 | (21.040) | (35.746) | (56.786) | (23.155) | (33.213) | (56.368) |
| Administrative expenses | 27 | (45.630) | (19.010) | (64.640) | (42.731) | (32.462) | (75.193) |
| Loss from the disposal of sub-group | 32 | - | (19.148) | (19.148) | - | - | - |
| Operating profit/ (loss) | 199 | (31.315) | (31.116) | 1.153 | 13.275 | 14.428 | |
| Finance costs - net | 30 | (7.503) | (6.488) | (13.990) | 572 | (8.838) | (8.267) |
| Share of profit of associates | 11 | (15.689) | 0 | (15.689) | 871 | - | 871 |
| (Loss)/ Profit before income tax | (22.993) | (37.803) | (60.796) | 2.596 | 4.436 | 7.032 | |
| Income tax expense | 31 | (5.563) | (2.584) | (8.148) | (5.074) | 393 | (4.681) |
| (Loss)/ Profit for the year | (28.557) | (40.387) | (68.944) | (2.478) | 4.829 | 2.351 | |
| Attributable to: | |||||||
| Equity holders of the Company | (28.308) | (40.495) | (68.803) | (1.509) | 4.735 | 3.226 | |
| Minority interest | (249) | 108 | (141) | (969) | 94 | (875) | |
| (28.557) | (40.387) | (68.944) | (2.478) | 4.829 | 2.351 |
(expressed in € per share)
| Basic | 33 | (0,21) | (0,31) | (0,52) | (0,01) | 0,03 | 0,02 |
|---|---|---|---|---|---|---|---|
| Diluted | 33 | (0,21) | (0,31) | (0,52) | (0,01) | 0,03 | 0,02 |
(All amounts in €'000)
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | ||||||
|---|---|---|---|---|---|---|---|
| Note | Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |
| Sales | 19.207 | - | 19.207 | 85.315 | 167.822 | 253.137 | |
| Cost of goods sold | 27 | (15.230) | - | (15.230) | (58.010) | (121.439) | (179.449) |
| Gross profit | 3.977 | - | 3.977 | 27.305 | 46.383 | 73.688 | |
| Other operating income - net | 29 | 14.054 | - | 14.054 | 6.024 | 1.204 | 7.228 |
| Selling and research costs | 27 | (425) | - | (425) | (14.590) | (23.253) | (37.843) |
| Administrative expenses | 27 | (6.092) | - | (6.092) | (17.934) | (13.954) | (31.888) |
| Loss from the disposal of sub-group | 32 | - | (630) | (630) | - | - | - |
| Operating profit/ (loss) | 11.513 | (630) | 10.883 | 805 | 10.380 | 11.185 | |
| Finance costs - net | 30 | (1.572) | - | (1.572) | 1.178 | (2.598) | (1.420) |
| Profit/ (Loss) before income tax | 9.941 | (630) | 9.311 | 1.983 | 7.783 | 9.766 | |
| Income tax expense | 31 | (2.654) | (6.554) | (9.208) | (1.835) | (50) | (1.884) |
| Profit/ (Loss) for the year | 7.287 | (7.184) | 103 | 148 | 7.733 | 7.881 | |
| Earnings per share for profit attributable to the equity holders of the Company during the year (expressed in € per share) |
|||||||
| Basic | 33 | 0,06 | (0,05) | 0,01 | 0,00 | 0,06 | 0,06 |
| Diluted | 33 | 0,06 | (0,05) | 0,01 | 0,00 | 0,06 | 0,06 |
(All amounts in €'000)
| Attributable to equity holders of the Company | |||||||
|---|---|---|---|---|---|---|---|
| Minority interest | Total equity | ||||||
| Note | Share capital Other reserves | Retained earnings | |||||
| Balance at 1 January 2005 | 455.395 | 331.071 | (159.475) | 30.964 | 657.954 | ||
| Profit for the year | - | - | 3.226 | (875) | 2.351 | ||
| Valuation / Disposal of available - for - sale financial assets | - | 269 | - | 112 | 381 | ||
| Currency translation differences | - | 560 | (40) | 518 | 1.038 | ||
| Total recognised income and expense | - | 829 | 3.186 | (245) | 3.770 | ||
| Expenses on issue of share capital of the parent Company | 19 | (111) | - | - | - | (111) | |
| Expenses on issue of share capital of subsidiaries | - | - | (2.961) | - | (2.961) | ||
| Acquisition of subsidiaries | - | - | (114) | - | (114) | ||
| Transfer between reserves | - | (69.917) | 69.917 | - | - | ||
| Treasury shares | 19 | 12.186 | 1.452 | - | - | 13.638 | |
| Employees share option scheme: | |||||||
| - value of employee services | 19 | 1.392 | - | - | - | 1.392 | |
| - proceeds from shares issued | 19 | 3.342 | - | - | - | 3.342 | |
| Effect of changes in the group structure | - | (42) | 498 | (1.502) | (1.046) | ||
| Dividends paid to Company's shareholders | - | - | (13.126) | - | (13.126) | ||
| Dividends paid to minority interests | - | - | - | (1.407) | (1.407) | ||
| 16.810 | (68.507) | 54.215 | (2.909) | (392) | |||
| Balance at 31 December 2005 | 472.205 | 263.392 | (102.075) | 27.810 | 661.332 | ||
| Balance at 1 January 2006 | 472.205 | 263.392 | (102.075) | 27.810 | 661.332 | ||
| Loss for the year | - | - | (68.803) | (141) | (68.944) | ||
| Valuation of available - for - sale financial assets | - | 24 | - | - | 24 | ||
| Currency translation differences | - | 324 | - | 25 | 348 | ||
| Total recognised income and expense | - | 347 | (68.803) | (116) | (68.572) | ||
| Treasury shares | 19 | (4.215) | - | - | - | (4.215) | |
| Expenses on issue of share capital | 19 | (29) | - | - | - | (29) | |
| Decrease of share capital | (92.690) | - | 92.690 | - | - | ||
| Employees share option scheme: | |||||||
| - value of employee services | 19 | 555 | - | - | - | 555 | |
| - proceeds from shares issued | 19 | 1.503 | - | - | - | 1.503 | |
| Dividends paid to minority interests | - | - | - | (264) | (264) | ||
| Effect of changes in the group structure | - | (1.460) | 1.089 | (7.233) | (7.603) | ||
| Reclassification due to disposal of subsidiary | - | (71.827) | 71.827 | - | - | ||
| Other net asset movement of associates | - | 841 | - | - | 841 | ||
| (94.876) | (72.445) | 165.606 | (7.496) | (9.212) | |||
| Balance at 31 December 2006 | 377.329 | 191.294 | (5.272) | 20.197 | 583.549 |
Analysis of other reserves is presented in note 20.
(All amounts in €'000)
| Retained | ||||||
|---|---|---|---|---|---|---|
| Note | Share capital | Other reserves | earnings | Total equity | ||
| Balance at 1 January 2005 | 455.395 | 218.628 | (89.806) | 584.218 | ||
| Profit for the year | - | - | 7.881 | 7.881 | ||
| Valuation / Disposal of available - for - sale financial assets | - | (40) | - | (40) | ||
| Total recognised income and expense | - | (40) | 7.881 | 7.841 | ||
| Treasury shares | 19 | 12.186 | 1.452 | - | 13.638 | |
| Expenses on issue of share capital Transfer between reserves |
19 | (111) - |
- (2.293) |
- 2.293 |
(111) - |
|
| Transfer between reserves due to transfer of segments to subsidiaries | - | (58.184) | - | (58.184) | ||
| Employees share option scheme: | ||||||
| - value of employee services | 19 | 1.392 | - | - | 1.392 | |
| - proceeds from shares issued | 19 | 3.342 | - | - | 3.342 | |
| Dividend relating to 2004 | - 16.810 |
- (59.025) |
(13.126) (10.833) |
(13.126) (53.048) |
||
| Balance at 31 December 2005 | 472.205 | 159.563 | (92.758) | 539.011 | ||
| Balance at 1 January 2006 | 472.205 | 159.563 | (92.758) | 539.011 | ||
| Profit for the year | - | - | 103 | 103 | ||
| Valuation of available - for - sale financial assets | - | (63) | - | (63) | ||
| Total recognised income and expense | - | (63) | 103 | 40 | ||
| Treasury shares | 19 | (4.215) | - | - | (4.215) | |
| Expenses on issue of share capital | 19 | (29) | - | - | (29) | |
| Decrease of share capital | 19 | (92.690) | - | 92.690 | - | |
| Employees share option scheme: | ||||||
| - value of employee services | 19 | 555 | - | - | 555 | |
| - proceeds from shares issued | 19 | 1.503 | - | - | 1.503 | |
| (94.876) | - | 92.690 | (2.187) | |||
| Balance at 31 December 2006 | 377.329 | 159.500 | 35 | 536.864 | ||
Analysis of other reserves is presented in note 20.
(All amounts in €'000)
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| Cash flows from operating activities | |||||
| Cash generated from operations | 35 | 41.669 | 41.825 | 22.325 | (53.073) |
| Interest paid | (16.331) | (19.040) | (2.014) | (12.738) | |
| Income tax paid | (12.906) | (10.414) | (7.969) | (8.817) | |
| Net cash generated from operating activities | 12.433 | 12.371 | 12.342 | (74.628) | |
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment (PPE) / investment property | (15.396) | (22.574) | (4.391) | (5.557) | |
| Purchase of intangible assets | (4.144) | (20.249) | - | (11.428) | |
| Proceeds from sale of PPE | 3.005 | 914 | 1.157 | 136 | |
| Proceeds from sale of intangible assets Acquisition of financial assets at fair value through profit or loss |
76 - |
- (3.585) |
- - |
- - |
|
| Acquisition of available - for - sale financial assets | (1.043) | (2.304) | (1.043) | (329) | |
| Sale of financial assets at fair value through profit or loss | 2.678 | 2.740 | - | - | |
| Sale of available - for - sale financial assets | 1.990 | 5.692 | 34.965 | 5.878 | |
| Sale of assets held for sale | 38.025 | - | - | - | |
| Acquisition of subsidiary, net of cash acquired | (18.909) | (12.458) | (61.204) | (19.581) | |
| Increase in share capital of subsidiary classified as held for sale | (21.500) | - | - | - | |
| Proceeds from sale of subsidiaries | 49.401 | 450 | 114.046 | 200 | |
| Investments in associates and joint ventures | - | (22.883) | - | (22.883) | |
| Dividends received | 388 | - | - | 3.502 | |
| Interest received | 1.565 | 1.285 | 372 | 254 | |
| Cash transferred to segments due to spin-off | - | - | - | 142.107 | |
| Net cash from investing activities | 36.136 | (72.972) | 83.903 | 92.299 | |
| Cash flows from financing activities | |||||
| Proceeds from issuance of ordinary shares | 19 | 1.503 | 3.342 | 1.503 | 3.342 |
| Disposal / (Purchase) of treasury shares | 19 | (4.215) | 13.638 | (4.215) | 13.638 |
| Expenses on issue of share capital | (29) | (3.072) | (29) | (111) | |
| Dividends paid to Company's shareholders | (477) | (13.749) | (477) | (13.749) | |
| Dividends paid to minority interests | (264) | (1.407) | - | - | |
| Proceeds from borrowings | 49.058 | 36.338 | - | - | |
| Repayments of borrowings | (73.642) | (16.593) | (87.349) | (61.970) | |
| Grants received | 150 | 419 | - | 87 | |
| Repayments of finance leases | (1.008) | (2.080) | (8) | (883) | |
| Net cash from financing activities | (28.924) | 16.836 | (90.575) | (59.645) | |
| Net increase/(decrease) in cash and cash equivalents | 19.645 | (43.765) | 5.669 | (41.974) | |
| Cash and cash equivalents at beginning of year | 95.832 | 139.516 | 66.862 | 108.836 | |
| Exchange gains on cash and cash equivalents | - | 81 | - | - | |
| Cash and cash equivalents at end of year | 18 | 115.477 | 95.832 | 72.531 | 66.862 |
Certain amounts in the cash flow statement have been reclassified as compared to the 2005 annual financial statements, as described in note 42.
Financial Statements in accordance with IFRS 31 December 2006
(All amounts in €'000)
Intracom Holdings was founded in Greece and the Company's shares are traded in Athens Stock Exchange.
Following the Group's reorganisation during 2005 certain segments were spun-off and transferred to newly formed subsidiaries. As a result, the parent company during the year 2006 operates as a holding company.
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.
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.
The financial statements have been approved for issue by the Board of Directors on 28 March 2007 and are subject to approval by the Annual General Meeting of the Shareholders.
These 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 year ended 31 December 2006, in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union (EU).
These financial statements have been prepared under the historical cost convention, as modified by the available-for-sale financial assets, financial assets at fair value through profit or loss and derivatives, which are carried at fair value.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Company's accounting policies. Moreover, the use of estimates and assumptions is required that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of financial statements and the reported income and expense amounts during the reporting period. Although these estimates are based on the best possible knowledge of management with respect to the current conditions and activities, the actual results can eventually differ from these estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4.
Accounting policies used in the preparation of the financial statement of subsidiaries, associates and joint ventures are consistent with those applied by the parent company.
(All amounts in €'000)
This amendment introduces the option of an alternative recognition approach for actuarial gains and losses. It may impose additional recognition requirements for multi-employer plans where insufficient information is available to apply defined benefit accounting. It also adds new disclosure requirements. As the Group does not intend to change the accounting policy adopted for recognition of actuarial gains and losses and as the Group does not participate in any multi-employer plans, the adoption of this amendment will only impact the format and extent of disclosures presented in the financial statements.
This interpretation is effective for annual periods beginning on or after 1 March 2007 and clarifies the treatment where employees of a subsidiary receive the shares of a parent.
Intracom Holdings has early adopted IFRIC 11 in the current year and has recorded an amount of €297 in shareholders' equity, which relates to the total expense for share options granted by the parent to the employees of a subsidiary during the year. The charge has been transferred to the subsidiary through the account "Investment in subsidiaries".
- IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007)
IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial
(All amounts in €'000)
instruments. The amendment to IAS 1 introduces disclosures about the level of an entity's capital and how it manages capital. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.
This standard is effective for annual periods beginning on or after 1 January 2009 and supersedes IAS 14, under which segments were identified and reported based on a risk and return analysis. Under IFRS 8 segments are components of an entity regularly reviewed by the entity's chief operating decision maker and are reported in the financial statements based on this internal component classification. The Group will apply IFRS 8 from 1 January 2009.
This interpretation is effective for annual periods beginning on or after 1 November 2006 and prohibits the impairment losses recognised in an interim period on goodwill, investments in equity instruments and investments in financial assets carried at cost to be reversed at a subsequent balance sheet date. The Group will assess the impact of IFRIC 10 on its financial statements.
Subsidiaries, which are those entities in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies, are consolidated. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the sum of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued by the Group, in exchange for control of the acquiree plus any costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interests. The excess of the cost of acquisition over the fair value of the net assets of the subsidiary acquired is recorded as goodwill. Where the cost of the acquisition is less than the fair value of the Group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
(All amounts in €'000)
Purchases of minority interests result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of the net assets of the subsidiary.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless cost cannot be recovered.
The Company accounts for investments in subsidiaries in its stand alone financial statements at cost less impairment.
Joint ventures or jointly controlled entities are accounted for by proportionate consolidation. The Group combines its share in the joint venture on a line-by-line basis in the financial statements.
The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, if a loss on the transaction provides evidence of a reduction in the net realizable value of current assets or an impairment loss, the loss is recognised immediately.
Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Company accounts for investments in joint ventures in its stand alone financial statements at cost less impairment.
Associates are entities over which the Group generally has between 20% and 50% of the voting rights, or over which the Group has significant influence, but which it does not control. Investments in associates are accounted for by the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill (net of any cumulative impairments losses) identified in acquisition.
Under this method the Group's share of the post-acquisition profits or losses of associates is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The Group's investment in associates includes goodwill (net of accumulated amortisation) on acquisition. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless the Group has incurred obligations or made payments on behalf of the associates.
Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Company accounts for investments in associates in its stand alone financial statements at cost less impairment.
(All amounts in €'000)
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.
The Group prepares primary segmental reporting on a business basis and secondary segmental reporting on a geographical basis.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Euros, which is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the fair value reserve in equity.
The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
(All amounts in €'000)
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Investment property, principally comprising land and buildings, is held by the Group for long-term rental yields. Investment property is measured at cost less depreciation. When the carrying amounts of the investment property exceed their recoverable amounts, the difference (impairment) is charged directly in the income statement.
The Company classifies all land and buildings rented to subsidiaries as investment property in its stand alone financial statements.
All property, plant and equipment ("PPE") is shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group higher than the initially expected according to the initial return of the financial asset and under the assumption that the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Land is not depreciated. Depreciation on PPE is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful life, in order to write down the cost in its residual value. The expected useful life of property, plant and equipment is as follows:
| - Buildings | 33 - 34 | Years |
|---|---|---|
| - Machinery, installations and equipment |
10 | Years |
| - Motor vehicles | 5 - 7 | Years |
| - Other equipment | 5 - 10 | Years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
When the carrying amount of the asset is higher than its recoverable amount, the resulting difference (impairment loss) is recognized immediately as an expense in the income statement.
In case of sale of property, plant and equipment, the difference between the sale proceeds and the carrying amount is recognized as profit or loss in the income statement.
Finance costs are recognised in the income statement in the period in which they arise.
Financial Statements in accordance with IFRS 31 December 2006
(All amounts in €'000)
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the lower of the fair value of the leased property, plant and equipment and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset or the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Goodwill is not amortised but is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Goodwill acquired on a business combination is allocated to the cash-generating units or groups of cash-generating units, that are expected to benefit from the synergies of the combination. If the carrying amount of the cash-generating unit, including goodwill that has been allocated, exceeds the recoverable amount of the unit, impairment is recognised.
Gains and losses on the disposal of a cash-generating unit to which goodwill has been allocated include the carrying amount of goodwill relating to the part sold.
Goodwill on business combinations has been allocated and is monitored by the Group on the basis of the cashgenerating units which have been identified according to the provisions of IAS 36 "Impairment of Assets". The Group has performed impairment tests, at a Group level, on cash-generating units to which goodwill has been allocated, and no impairment loss has resulted.
Software licenses are stated at historical cost less subsequent amortisation. Amortisation is calculated using the straight-line method over the useful economic lives, not exceeding a period of 3-5 years.
Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with identifiable and unique software products controlled by the Group (internally-generated software), are recognised as part of intangible assets. Direct costs include materials, staff costs of the software development team and an appropriate portion of relevant overheads. Internallygenerated software is amortised using the straight-line method over its useful live, not exceeding a period of 5-10 years.
Financial Statements in accordance with IFRS 31 December 2006
(All amounts in €'000)
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually and whenever events indicate that the carrying amount may not be recoverable. Assets that are subject to amortisation are reviewed for impairment at each balance sheet date and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised, as an expense immediately, for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arms' length transaction between knowledgeable, willing parties, less the costs of disposal. Value in use is the present value of the future cash flows expected to be derived from an asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cashgenerating units).
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.
The financial assets that are reviewed for impairment (provided that the relative indications exist) are assets stated at cost (investments in subsidiaries and associates in the balance sheet of the parent company), assets measured at amortised cost based on the effective interest rate method (non-current receivables) and available for sale investments.
The recoverable amount of investments in subsidiaries and associates is determined in the same way as for nonfinancial assets.
For the purposes of impairment testing of the other financial assets the recoverable amount is determined based on the present value of future cash flows, discounted using the original asset-specific rate or a rate of a similar financial asset. Any resulting impairment losses are recognised in the income statement.
The Group classifies its investments in the following categories. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.
This category refers to financial assets acquired principally for the purpose of selling in the short term or if so designated by Management. Derivatives are also categorised as held for trading unless they are designated as hedges. If these assets are either held for trading or are expected to be realised within 12 months of the balance sheet date these assets are classified as current assets.
These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets.
(All amounts in €'000)
Loans and receivables are carried at amortised cost using the effective interest method.
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. During the year, the Group did not hold any investments in this category.
These are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on trade date, which is the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Unrealised gains and losses arising from changes in the fair value of investments classified as available-for-sale are recognised in equity. When investments classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities.
Realised and unrealised gains and losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are included in the income statement in the period in which they arise.
The fair values of quoted investments are based on year-end bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances.
Derivative financial instruments include forward exchange contracts, currency and interest-rate swaps.
Derivatives are initially recognised on balance sheet at cost (including transaction costs) and are subsequently remeasured at their fair value. Fair values are obtained from quoted market prices and discounted cash flow models.
All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.
The gains and losses on derivative financial instruments held for trading are included in the income statement.
The Group uses derivatives to hedge foreign currency and interest rate risks. The Group designates derivatives as either fair value hedges or cash flow hedges when the required criteria are met. For derivatives that do not meet the conditions for hedge accounting, gains or losses from changes in the fair value are included in the income statement.
(All amounts in €'000)
The Group designates derivatives, for the purposes of hedge accounting, as:
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity in relation to cash flow hedges are recycled in the income statement in the periods when the hedged item will affect profit or loss.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Certain derivatives, while used by the Group as effective hedges, do not satisfy the criteria for hedge accounting of IAS39 and as a result the relevant gains or losses are recognized in the income statement.
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished and semi-finished goods, by-products and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses and in case of work-in-progress estimated costs to completion.
Provisions for slow-moving or obsolete inventories are formed when necessary.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.
Trade and other receivables are reduced by the amounts that have been received in advance under factoring agreements without recourse.
(All amounts in €'000)
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use.
The basic criteria to classify a non-current asset (or disposal group) as held for sale are that it must be available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such assets and its sale must be highly probable.
For the sale to be highly probable:
Immediately prior to initial classification of a non current asset (or disposal group) as held for sale, the asset (or the assets and liabilities included in the disposal group) will be measured in accordance with the applicable IFRSs.
Non-current assets (or disposal groups) that are classified as assets held for sale are stated at the lower of carrying amount and fair value less costs to sell and any possible resulting impairment losses are recognised in the income statement. Any subsequent increase in fair value will be recognised in the income statement, but not in excess of the cumulative impairment loss which was previously recognised.
While a non-current asset (or non-current assets that are included in a disposal group) is classified as held for sale, it should not be depreciated or amortised.
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown after the reduction of the relative income tax in reduction to the product of issue. Incremental costs directly attributable to the issue of new shares for the acquisition of other entities are included in the cost of acquisition of the new company.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
(All amounts in €'000)
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
All borrowing costs are recognized in the income statement as incurred.
Current income tax is computed based on the separate financial statements of each of the entities included in the consolidated financial statements, in accordance with the tax rules in force in Greece and other tax jurisdictions in which foreign subsidiaries operate. Current income tax expense consists of income taxes for the current year based on each entity's profits as adjusted in its tax returns and additional income taxes to cover potential tax assessments which are likely to occur from tax audits by the tax authorities, using the enacted tax rates.
Trade payables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest method.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date.
The Group contributes to both defined benefit and defined contribution plans.
The regular contributions for defined contribution plans constitute net periodic costs for the year in which they are due and as such are included in staff costs.
(All amounts in €'000)
The liability in respect of defined benefit pension or retirement plans is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets (where funded) together with adjustments for actuarial gains/ losses and past service cost. Independent actuaries using the projected unit credit method calculate the defined benefit obligation annually.
Cumulative actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions in excess of the greater of 10% of the value of plan assets or 10% of the defined benefit obligation are spread to income over the employees' expected average remaining working lives. Past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period.
Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.
Where there is uncertainty about the number of employees who will accept an offer of termination benefits, the Group discloses information about the contingent liability.
The Group operates an equity-settled, share-based compensation plan. The fair value of the employee services received in exchange for the grant of the share options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.
Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs they are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities and are credited to the income statement on a straight-line basis over the expected lives of the related assets.
Provisions are recognized when:
i. There is present legal or constructive obligation as a result of past events
(All amounts in €'000)
The Group recognizes a provision that represents the present value of the estimated liability for the repair or replacement of guaranteed products or concerning the delivery of projects / rendering of services at the balance sheet date. This provision is calculated on the basis of historical facts over repairs and replacements.
The claims over compensated absences are recognised as incurred. The Group recognises the expected cost of short-term employee benefits in the form of compensated absences based on their unused entitlement at the balance sheet date.
The Group recognizes a provision with an immediate charge to the income statement for loss-making construction contracts or long-term service contracts when the expected revenues are lower than the unavoidable expenses which are estimated to arise in order that the contract commitments are met.
Revenue comprises the fair value of the sale of goods and services, net of value-added tax, rebates and discounts and after eliminating sales within the Group. Revenue is recognised as follows:
Sales of goods are recognized when a Group entity has delivered products to the customer; the customer has accepted the products; and collectibility of the related receivables is reasonably assured.
Sales of services are recognized in the accounting period in which the services are rendered, by reference to the stage of completion of the specific service. The stage of completion is assessed on the basis of the costs of the actual services provided until the balance sheet date as a proportion of the costs of the total estimated services to be provided under each contract. Costs of services are recognized in the period incurred. When the services to be provided under a contract cannot be reliably estimated, revenue is recognized only to the extent of costs incurred that are possibly recoverable.
Revenue from fixed price contracts are recognized, as long as the contract outcome can be estimated reliably, on the percentage of completion method, measured by reference to the percentage of labour hours incurred to date to estimated total labour hours for each contract.
Revenue from cost plus contracts is recognized by reference to the recoverable costs incurred during the period plus the fee earned, measured by the proportion that costs incurred to date bear to the estimated total costs of the contract.
(All amounts in €'000)
Interest income is recognized on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate. Subsequently, interest is recognized on the impaired value.
Dividends are recognized when the right to receive payment is established.
Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares held as treasury shares.
Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company (after deducting interest on convertible shares, net of tax) by the weighted average number of ordinary shares outstanding during the year (adjusted for the effect of dilutive convertible shares).
Due to the disposal of the Telecom group and the classification of the subsidiary company Hellas on Line to assets held for sale, the Group presented the results from the operations of these companies for the year 2006 under a separate column named "Discontinued operations". Consequently, the results of the Group for 2005 have been split into continuing and discontinued operations. As a result the income statement disclosures for the year 2005 differ to those of the annual financial statements of 2005, since they have been re-presented to exclude items from discontinued operations, in accordance with paragraph 34 of IFRS 5 "Non-current assets held for sale and discontinued operations" (see note 32).
Up to the year 2005, cash and cash equivalents, for the purposes of the cash flow statement, comprised of cash at bank and in hand, short term bank deposits and bank overdrafts. During 2006, Group's management decided not to include bank overdrafts in cash and cash equivalents. Prior periods have been adjusted accordingly.
Certain balance sheet and income statement amounts for 2005 have been reclassified compared to the annual financial statements to conform to the current year's presentation.
Differences between amounts presented in the financial statements and corresponding amounts in the notes result from rounding differences.
Financial Statements in accordance with IFRS 31 December 2006
(All amounts in €'000)
INTRACOM S.A., being a Greek multinational company, is exposed to a variety of financial risks, including market risk (the effects of changes in foreign currency exchange rates, interest rates and debt and equity market prices), credit risk, liquidity risk and cash flow and fair value interest rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group as a whole. The Company makes use of derivative financial instruments, such as futures, forwards and interest rate swaps for hedging purposes.
Risk management is carried out by a Treasury Department under policies approved by the Board of Directors.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
The Company trades mainly in EUR and USD. The foreign exchange risk management is achieved partly through the maximization of natural hedge of assets-liabilities and inflow-outflow denominated in USD and partly through the use of derivative financial instruments to hedge net foreign currency position.
In addition, on a cash flow level, the Group identifies possible exposure risk to currencies other than the USD, using the 18monthly cash flow projections. In such cases, the exposure is dealt with on a case-by-case basis. The Company's policy is to maintain only such amounts in foreign currency as necessary to carry on its normal trading activities.
The Company has limited exposure to share price risk on available-for-sale investments held. The Company is also exposed to changes in the value of raw materials. The transfer of costs to the final price of products manages part of this risk.
The Company has no significant concentrations of credit risk. Sales of products and services are made to customers with an appropriate credit history. In cases credit is given to customers with unassessed credit history, the Company obtains bank guarantees or other form of insurance.
Liquidity risk is kept low, by maintaining sufficient cash and marketable securities and unused credit facilities.
(All amounts in €'000)
The Company's income and operating cash flows are substantially independent of changes in market interest rates, as cash held for investment purposes and interest-bearing assets are dependent on the EURO, which shows historically low fluctuations.
The Company's policy on borrowing is to maintain approximately 1/3 of its borrowings in fixed rate instruments. At the year-end, approximately 1/3 of borrowings were at fixed rates through the use of interest rate swaps that have the economic effect of converting borrowings from floating rates to fixed rates.
Under the interest-rate swaps, the Group agrees with the credit institutions to exchange, at specified intervals (mainly quarterly), the difference between fixed contract rates and floating-rate interest amounts calculated by reference to the agreed notional principal amounts.
The Group's interest-rate risk arises mainly from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. Borrwings issued at fixed rates expose the Group to fair value interest-rate risk. Group policy is to maintain substantially all of its borrowings in floating rate instruments and manage the risk using interest-rate swaps.
The fair value of financial instruments traded in active markets (stock exchange) (i.e. derivatives, stocks, bonds) is based on quoted market rates at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
In assessing the fair value of non-traded financial instruments, the Group uses a variety of valuation methods and makes assumptions that are based on market conditions existing at each balance sheet date.
The nominal values less any estimated credit adjustments of financial assets are assumed to approximate their fair values. The fair value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.
(All amounts in €'000)
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.
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(All amounts in €'000)
At 31 December 2006, the Group is organised into four business segments:
The segment results from continuing operations for the year ended 31 December 2006 were as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems | Construction | Unallocated | Total | |
|---|---|---|---|---|---|---|
| Sales | 43.066 | 98.960 | 77.317 | 96.954 | 5.017 | 321.314 |
| Operating profit/(loss) Finance costs - net |
884 | (13.733) | 6.715 | (3.101) | 9.434 | 199 (7.503) |
| Share of profit/ (loss) of associates | (17.064) | 205 | - | 1.193 | (23) | (15.689) |
| Profit before income tax from continuing operations |
(22.993) |
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems | Construction | Other | Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Depreciation of PPE (note 27) | 169 | 1.403 | 2.354 | 2.567 | - | 1.637 | 8.130 |
| Amortisation of intangible assets (note 27) |
368 | 1.693 | 1.080 | 550 | - | 1.644 | 5.336 |
| Depreciation of investment property (note 27) |
- | - | 110 | - | - | 458 | 568 |
| Impairment of receivables (note 27) | - | 618 | 844 | 837 | - | 220 | 2.519 |
The segment assets and liabilities at 31 December 2006 and the capital expenditure for the year are as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems | Construction | Telecom operations | Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Assets | 13.748 | 126.529 | 150.051 | 160.023 | 80.940 | 265.354 | 796.646 |
| Associates (note 11) | 117.686 | 2.266 | - | 638 | - | - | 120.590 |
| Total assets | 131.434 | 128.795 | 150.051 | 160.661 | 80.940 | 265.354 | 917.236 |
| Total liabilities | 8.999 | 87.018 | 63.346 | 97.141 | 48.692 | 28.491 | 333.687 |
| Capital expenditure (notes 6,8 and 9) | 8.247 | 1.734 | 2.873 | 5.357 | - | 3.305 | 21.517 |
(All amounts in €'000)
The telecom operations segment relates to the assets and liabilities of Hellas on Line, which are presented in a single line on the balance sheet under "held for sale". The column unallocated includes the assets and liabilities of the parent company.
The segment results from continuing operations for the year ended 31 December 2005 were as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems | Construction | Other | Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Total gross segment sales | 22.780 | 96.411 | 70.129 | 54.187 | 332 | (145) | 243.694 |
| Inter-segment sales | 647 | 9.175 | - | - | - | - | 9.822 |
| Sales | 23.427 | 105.586 | 70.129 | 54.187 | 332 | (145) | 253.516 |
| Operating profit/ (loss) Finance costs - net |
779 | 909 | 7.978 | (5.671) | (5.611) | 2.769 | 1.153 572 |
| Share of profit of associates Profit before income tax from continuing |
- | - | - | 734 | 137 | - | 871 |
| operations | 2.596 |
Other segment items included in the income statement are as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems | Construction | Other | Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Depreciation of PPE (note 27) | 221 | 2.491 | 2.457 | 2.030 | 1.869 | 6 | 9.073 |
| Amortisation of intangible assets (note 27) Impairment of receivables |
171 - |
2.508 1.213 |
1.069 3.662 |
451 231 |
1.562 814 |
- - |
5.760 5.920 |
The segment assets and liabilities at 31 December 2005 and the capital expenditure for the year are as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems | Construction | Other | Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Assets | 577.427 | 181.354 | 137.611 | 113.921 | 290.628 | 3.853 | 1.304.794 |
| Associates (note 11) | - | - | - | 389 | 3.049 | - | 3.438 |
| Total assets | 577.427 | 181.354 | 137.611 | 114.310 | 293.677 | 3.853 | 1.308.232 |
| Total liabilities | 347.957 | 49.351 | 44.076 | 52.817 | 152.673 | 26 | 646.900 |
| Capital expenditure (notes 6,8 and 9) | 1.304 | 2.647 | - | 13.374 | 25.498 | - | 42.823 |
Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.
The main business segments of the Group operate in four geographical areas. The home-country of the Company – which is also the main operating country – is Greece.
| Sales | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 |
|---|---|---|
| Greece | 149.385 | 28.386 |
| European Community | 117.592 | 98.787 |
| Other European countries | 33.442 | 105.673 |
| Other countries | 20.894 | 20.669 |
| Total | 321.314 | 253.516 |
(All amounts in €'000)
| Total assets | 31/12/2006 | 31/12/2005 |
|---|---|---|
| Greece | 737.240 | 1.198.509 |
| European Community | 47.821 | 69.517 |
| Other European countries | 5.217 | 12.621 |
| Other countries | 6.367 | 24.147 |
| 796.646 | 1.304.794 | |
| Associates (note 11) | 120.590 | 3.438 |
| Total | 917.236 | 1.308.232 |
| Capital expenditure | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 |
| Greece | 19.015 | 37.045 |
| European Community | 2.016 | 5.386 |
| Other European countries | 477 | 165 |
| Other countries | 9 | 227 |
| Total | 21.517 | 42.823 |
Sales are allocated based on the country in which the customer is located. Property, plant and equipment is allocated based on their geographical location. Capital expenditure is allocated based on where the assets are located.
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 |
|---|---|
| 27.090 | 75.695 |
| 67.954 | 5.538 |
| 144.509 | 140.533 |
| 81.761 | 31.648 |
| - | 102 |
| 321.314 | 253.516 |
(All amounts in €'000)
| Prepayments and | |||||||
|---|---|---|---|---|---|---|---|
| Land - | Furniture & | assets under | |||||
| buildings | Machinery | Vehicles | Airplane | other equipment | construction | Total | |
| Cost | |||||||
| Balance at 1 January 2005 | 284.874 | 69.548 | 5.243 | 14.390 | 51.156 | 3.069 | 428.281 |
| Exchange differences | 1.600 | 1.450 | 366 | 2.227 | 280 | 5.923 | |
| Additions | 2.761 | 4.775 | 1.088 | - | 3.995 | 2.586 | 15.205 |
| Disposals | (318) | (1.419) | (988) | - | (154) | (31) | (2.911) |
| Transfer to investment property | (28.008) | - | - | - | - | - | (28.008) |
| Transfers | 4.148 | (876) | 4 | - | 927 | (4.203) | - |
| Disposal of subsidiaries | (5) | - | - | - | (405) | - | (410) |
| Transfer to assets held for sale | - | - | - | (16.616) | - | - | (16.616) |
| Balance at 31 December 2005 | 265.052 | 73.477 | 5.713 | - | 55.799 | 1.422 | 401.463 |
| Balance at 1 January 2006 | 265.052 | 73.477 | 5.713 | - | 55.799 | 1.422 | 401.463 |
| Exchange differences | 447 | 105 | 114 | - | 54 | 4 | 723 |
| Additions | 2.461 | 5.670 | 1.067 | - | 3.521 | 2.012 | 14.732 |
| Disposals | (1.863) | (2.990) | (1.013) | - | (2.534) | (60) | (8.460) |
| Transfer to investment property | (26.733) | - | - | - | - | - | (26.733) |
| Transfers | 772 | (267) | - | - | 267 | (772) | (0) |
| Disposal of subsidiaries | (111.170) | (42.541) | (2.672) | - | (27.789) | (297) | (184.469) |
| Balance at 31 December 2006 | 128.966 | 33.454 | 3.210 | - | 29.318 | 2.309 | 197.257 |
| Accumulated depreciation | |||||||
| Balance at 1 January 2005 | 27.863 | 36.981 | 2.677 | 259 | 37.387 | - | 105.166 |
| Exchange differences | 423 | 1.039 | 279 | 40 | 263 | - | 2.044 |
| Depreciation charge | 3.948 | 6.561 | 741 | 1.319 | 4.656 | - | 17.225 |
| Disposals | (165) | (1.247) | (583) | - | (118) | - | (2.113) |
| Transfers | 19 | (745) | 13 | - | 714 | - | - |
| Transfer to investment property | (2.928) | - | - | - | - | - | (2.928) |
| Disposal of subsidiaries | (2) | - | - | - | (336) | - | (338) |
| Transfer to assets held for sale | - | - | - | (1.617) | - | - | (1.617) |
| Balance at 31 December 2005 | 29.157 | 42.589 | 3.127 | - | 42.565 | - | 117.439 |
| Balance at 1 January 2006 | 29.157 | 42.589 | 3.127 | - | 42.565 | - | 117.439 |
| Exchange differences | 30 | (6) | 78 | - | 47 | - | 149 |
| Depreciation charge | 2.801 | 4.966 | 557 | - | 3.149 | - | 11.472 |
| Disposals | (277) | (2.455) | (744) | - | (1.807) | - | (5.282) |
| Transfers | - | (106) | - | - | 106 | - | - |
| Transfer to investment property | (1.426) | - | - | - | - | - | (1.426) |
| Disposal of subsidiaries | (15.014) | (29.177) | (1.792) | - | (23.208) | - | (69.192) |
| Balance at 31 December 2006 | 15.270 | 15.811 | 1.226 | - | 20.853 | - | 53.161 |
| Net book amount at 31 December 2005 | 235.895 | 30.888 | 2.586 | - | 13.234 | 1.422 | 284.024 |
| Net book amount at 31 December 2006 | 113.696 | 17.643 | 1.983 | - | 8.465 | 2.309 | 144.097 |
Depreciation charge of €3.342 and €8.152 relates to discontinued operations for the year 2006 and 2005 respectively.
(All amounts in €'000)
The above table includes assets held under finance lease as follows:
| Furniture & other |
||||||||
|---|---|---|---|---|---|---|---|---|
| Machinery | Vehicles | equipment | Total | |||||
| 31/12/2006 | ||||||||
| Cost | 3.467 | 740 | 4 | 4.211 | ||||
| Accumulated depreciation | (2.488) | (116) | (1) | (2.605) | ||||
| Net book amount | 979 | 624 | 3 | 1.606 |
| Land - | Furniture & other |
Prepayments and assets under |
||||
|---|---|---|---|---|---|---|
| buildings | Machinery | Vehicles | equipment | construction | Total | |
| Cost | ||||||
| Balance at 1 January 2005 | 244.043 | 42.057 | 1.128 | 42.856 | 1.990 | 332.074 |
| Additions | 165 | 660 | 107 | 2.929 | 1.696 | 5.557 |
| Disposals | - | - | (242) | - | - | (242) |
| Transfers due to spin - off | (140.905) | (41.848) | (679) | (37.930) | (2.083) | (223.444) |
| Transfer to investment property | (18.572) | - | - | - | (1.604) | (20.176) |
| Balance at 31 December 2005 | 84.731 | 868 | 315 | 7.855 | - | 93.769 |
| Balance at 1 January 2006 | 84.731 | 868 | 315 | 7.855 | - | 93.769 |
| Additions | 3.588 | 24 | 3 | 1.018 | 757 | 5.391 |
| Disposals | (1.216) | - | (103) | (221) | - | (1.541) |
| Transfer to investment property | (30.997) | - | - | - | - | (30.997) |
| Transfer | 672 | - | - | - | (672) | - |
| Balance at 31 December 2006 | 56.778 | 892 | 215 | 8.652 | 85 | 66.623 |
| Accumulated depreciation | ||||||
| Balance at 1 January 2005 | 18.924 | 23.368 | 870 | 31.531 | - | 74.694 |
| Depreciation charge | 2.413 | 3.112 | 144 | 3.022 | - | 8.691 |
| Disposals | - | - | (186) | - | - | (186) |
| Transfers due to spin - off | (13.330) | (25.885) | (593) | (30.790) | - | (70.598) |
| Transfer to investment property | 704 | - | - | - | - | 704 |
| Balance at 31 December 2005 | 8.711 | 595 | 235 | 3.763 | - | 13.305 |
| Balance at 1 January 2006 | 8.711 | 595 | 235 | 3.763 | - | 13.305 |
| Depreciation charge | 707 | 75 | 18 | 715 | - | 1.514 |
| Disposals | (166) | - | (97) | (103) | - | (367) |
| Transfer to investment property | (3.102) | - | - | - | - | (3.102) |
| Balance at 31 December 2006 | 6.150 | 670 | 155 | 4.375 | - | 11.350 |
| Net book amount at 31 December 2005 | 76.020 | 272 | 80 | 4.092 | - | 80.464 |
| Net book amount at 31 December 2006 | 50.628 | 222 | 60 | 4.277 | 85 | 55.272 |
Depreciation charge of €3.651 for the year 2005 relates to discontinued operations. Leased machinery with net book value at 31 December 2006 of €14 (cost €22 and accumulated depreciation €8) is included in the above under finance lease.
(All amounts in €'000)
During the year 2005, the Company acquired the minority interest in its subsidiary Intrasoft International SA, which has its head office at Luxembourg, increasing its shareholding from 69,73% to 100%. The Company paid the amount of €12.411, which exceeds by €11.361 the fair value of the share acquired at the date of acquisition. Based on valuations from international firms and the constant growth of the company, the Group expects strong cash flows over the next years.
As at 31 December 2005 and 2006 the relevant impairment testing was performed. The recoverable amount was measured by determining the asset's fair value less costs to sell, by using comparable company indicators. This approach is permitted by IAS 36 for the calculation of fair value less costs to sell. The comparable company indicators have been based on other entities that have a similar risk profile and growth potential.
| Development costs |
Trademarks and licences |
Software | Internally generated software |
Other | Total | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Balance at 1 January 2005 | 5.207 | 2.336 | 73.309 | 34.768 | 684 | 116.304 |
| Exchange differences | 438 | - | 84 | - | 9 | 531 |
| Additions | 197 | 79 | 12.052 | 7.244 | 678 | 20.249 |
| Disposals | (91) | - | (161) | - | (141) | (394) |
| Balance at 31 December 2005 | 5.750 | 2.414 | 85.284 | 42.012 | 1.229 | 136.690 |
| Balance at 1 January 2006 | 5.750 | 2.414 | 85.284 | 42.012 | 1.229 | 136.690 |
| Exchange differences | (352) | - | (28) | 7 | 17 | (356) |
| Additions | - | 1.672 | 2.019 | 452 | 4.144 | |
| Disposals | - | (367) | (76) | - | (150) | (593) |
| Disposal of subsidiaries | (4.654) | (1.088) | (64.545) | (22.964) | (931) | (94.181) |
| Balance at 31 December 2006 | 745 | 960 | 22.308 | 21.074 | 617 | 45.704 |
| Accumulated depreciation | ||||||
| Balance at 1 January 2005 | 2.427 | 1.269 | 45.523 | 15.776 | 285 | 65.282 |
| Exchange differences | 372 | - | 88 | - | 12 | 471 |
| Amortisation charge | 1.209 | 412 | 10.007 | 4.326 | 129 | 16.083 |
| Disposals | - | - | (158) | - | (78) | (237) |
| Balance at 31 December 2005 | 4.009 | 1.681 | 55.460 | 20.102 | 347 | 81.599 |
| Balance at 1 January 2006 | 4.009 | 1.681 | 55.460 | 20.102 | 347 | 81.599 |
| Exchange differences | (286) | - | (28) | 21 | 3 | (290) |
| Amortisation charge | 598 | 335 | 8.148 | 2.336 | 394 | 11.810 |
| Disposals | - | (367) | (58) | - | (92) | (517) |
| Disposal of subsidiaries | (4.321) | (941) | (49.194) | (5.405) | (303) | (60.163) |
| Balance at 31 December 2006 | - | 708 | 14.328 | 17.054 | 350 | 32.440 |
| Net book amount at 31 December 2005 | 1.742 | 734 | 29.824 | 21.910 | 882 | 55.091 |
| Net book amount at 31 December 2006 | 745 | 252 | 7.980 | 4.020 | 267 | 13.264 |
Amortisation charge of €6.474 and €10.323 relates to discontinued operations for the years 2006 and 2005 respectively.
(All amounts in €'000)
| Trademarks and licences |
Software | Internally generated software |
Total | |
|---|---|---|---|---|
| Cost | ||||
| Balance at 1 January 2005 | 1.128 | 68.799 | 34.737 | 104.663 |
| Additions | - | 6.328 | 5.100 | 11.428 |
| Transfers due to spin - off | (1.128) | (67.072) | (35.771) | (103.971) |
| Balance at 31 December 2005 | - | 8.055 | 4.065 | 12.120 |
| Balance at 1 January 2006 | - | 8.055 | 4.065 | 12.120 |
| Balance at 31 December 2006 | - | 8.055 | 4.065 | 12.120 |
| Accumulated depreciation | ||||
| Balance at 1 January 2005 | 695 | 44.302 | 15.772 | 60.769 |
| Amortisation charge | 169 | 7.120 | 3.268 | 10.557 |
| Transfers due to spin - off | (864) | (47.364) | (17.875) | (66.104) |
| Balance at 31 December 2005 | - | 4.057 | 1.166 | 5.223 |
| Balance at 1 January 2006 | - | 4.057 | 1.166 | 5.223 |
| Amortisation charge | - | 1.032 | 612 | 1.644 |
| Balance at 31 December 2006 | - | 5.089 | 1.778 | 6.867 |
| Net book amount at 31 December 2005 | - | 3.999 | 2.899 | 6.897 |
| Net book amount at 31 December 2006 | - | 2.966 | 2.287 | 5.253 |
Amortisation charge of €6.477 for the year 2005 relates to discontinued operations.
(All amounts in €'000)
| Group | Company | |
|---|---|---|
| Cost | ||
| Balance at 1 January 2005 | 6.232 | 8.700 |
| Exchange differences | 435 | - |
| Additions | 7.369 | - |
| Transfer from property, plant and equipment | 28.008 | 20.176 |
| Transfer due to spin-off | - | (6.902) |
| Balance at 31 December 2005 | 42.044 | 21.975 |
| Balance at 1 January 2006 | 42.044 | 21.975 |
| Exchange differences | (339) | - |
| Additions | 2.641 | - |
| Transfer from property, plant and equipment | 26.733 | 30.997 |
| Disposal of subsidiaries | (2.641) | - |
| Balance at 31 December 2006 | 68.438 | 52.972 |
| Accumulated depreciation | ||
| Balance at 1 January 2005 | 126 | 3.858 |
| Exchange differences | 19 | - |
| Transfer from/to property, plant and equipment | 2.928 | (704) |
| Depreciation charge | 306 | 303 |
| Transfer due to spin-off | - | (717) |
| Balance at 31 December 2005 | 3.380 | 2.740 |
| Balance at 1 January 2006 | 3.380 | 2.740 |
| Exchange differences | (23) | - |
| Transfer from property, plant and equipment | 1.426 | 3.102 |
| Depreciation charge | 628 | 526 |
| Disposal of subsidiaries | (142) | - |
| Balance at 31 December 2006 | 5.268 | 6.368 |
| Net book amount at 31 December 2005 | 38.664 | 19.235 |
| Net book amount at 31 December 2006 | 63.170 | 46.603 |
Depreciation charge of €60 for the year 2006 for the Group relates to discontinued operations.
Rental income from investment properties from discontinued operations for 2006 amounted to €2.374 and €1.362 for the Group and the Company respectively (2005: €93 and €765 for the Group and the Company respectively).
(All amounts in €'000)
Investments in subsidiaries are analyzed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | ||
| Balance at the beginning of the year | - | - 376.308 |
34.995 | ||
| Additions / Share capital increase | - | - 73.090 |
19.581 | ||
| Disposals/ Share capital decrease | - | - (156.113) |
(254) | ||
| Transfer to associates | - | - (115.900) |
- | ||
| Increase due to share options attributable to | |||||
| subsidiaries | - | - 297 |
- | ||
| Transfer from other investments | - | - - |
178 | ||
| Reversal of impairment | - | - - |
1.425 | ||
| Increase due to spin-off | - | - - |
343.701 | ||
| Transfer due to spin-off | - | - - |
(23.318) | ||
| Balance at the end of the year | - | - 177.682 |
376.308 |
The transfer to associates relates to the sub-group Intracom Telecom (note 32).
The interests held in subsidiaries and their carrying amounts at 31 December are as follows:
| 31/12/2006 | 31/12/2005 | ||||
|---|---|---|---|---|---|
| Name | Country of incorporation |
% interest held |
Carrying value | % interest held | Carrying value |
| Intracom SA Information Technology | Greece | 100% | 43.152 | 99% | 64.442 |
| Intracom SA Defence Electronic Systems | Greece | 100% | 70.860 | 100% | 70.860 |
| Intrakat SA | Greece | 74% | 9.923 | 74% | 9.923 |
| Intracom Holdings International Ltd | Cyprus | 100% | 8.139 | - | - |
| Hellas on Line SA | Greece | 100% | 45.608 | - | - |
| Intradevelopment SA | Greece | - - |
48% | 950 | |
| Intrarom SA | Romania | - - |
63% | 7.620 | |
| Intracom Technologies Ltd | Cyprus | - - |
100% | 2 | |
| Intracom S.A. Telecom Solutions | Greece | - - |
100% | 211.393 | |
| * Intracom Telecom Holdings International Ltd | Cyprus | - - |
100% | 6.726 | |
| * Intracom Operations Ltd | Cyprus | - - |
100% | 4.391 | |
| 177.682 | Total | 376.308 |
* On 31.12.2005 the companies were under the names Intracom Holdings International Ltd and Intracom Exports Ltd respectively
The above list contains direct investment in subsidiaries only. A list of all the direct and indirect interests in subsidiaries is presented in note 41.
The subsidiary company Hellas on Line is presented in the consolidated balance sheet under assets classified as held for sale (see note 32). During the year 2007 the cost of acquisition in the holding company's balance sheet will be transferred to associates.
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance at the beginning of the year | 3.438 | 1.387 | 276 | 319 |
| Additions | - | 22.819 | - | 22.813 |
| Transfer to assets held for sale | - | (22.813) | - | (22.813) |
| Disposals | - | - | - | - |
| Transfer from subsidiaries (note 10) | 133.691 | - | 115.900 | - |
| Transfer from other investments | - | 1.157 | - | 2.360 |
| Share of profit / (loss) | (15.689) | 871 | - | - |
| Effect of tax, dividends and exchange | ||||
| differences | (849) | 16 | - | - |
| Transfer due to spin-off | - | - | - | (2.404) |
| Balance at the end of the year | 120.590 | 3.438 | 116.175 | 276 |
Information regarding associates of the Group is given below:
| Name | Country of incorporation |
Assets | Liabilities | Revenues | Profit / (Loss) % interest held | |
|---|---|---|---|---|---|---|
| INTRACOM SA TELECOM SOLUTIONS | ||||||
| (GROUP) | GREECE | 567.659 | 327.929 | 153.727 | (34.825) | 49,00% |
| GANTEK | TURKEY | 10.628 | 8.411 | 28.635 | 229 | 20,00% |
| UNIBRAIN (GROUP) | GREECE | 6.927 | 847 | 5.478 | 531 | 29,98% |
| MOLDOVAN LOTTERY | MOLDAVIA | 2.470 | 1.912 | 3.653 | (69) | 32,85% |
| 587.684 | 339.099 | 191.493 | (34.135) |
| Name | Country of incorporation |
Assets | Liabilities | Revenues | Profit / (Loss) % interest held | |
|---|---|---|---|---|---|---|
| GANTEK | TURKEY | 8.420 | 6.101 | 28.798 | 30 | 20,00% |
| MOLDOVAN LOTTERY | MOLDAVIA | 2.044 | 1.341 | 1.847 | 21 | 32,90% |
| UNIBRAIN (GROUP) | GREECE | 6.165 | 943 | 4.625 | 414 | 29,98% |
| 16.629 | 8.385 | 35.270 | 465 |
(All amounts in €'000)
Information regarding joint ventures of the Group is given below:
| Name | Country of incorporation |
Assets | Liabilities | Revenues | Profit / (Loss) % interest held | |
|---|---|---|---|---|---|---|
| J/V ELTER - INTRAKAT (EPA GAS) | GREECE | 7.265 | 7.259 | 11.843 | 2.952 | 45,00% |
| J/V MOHLOS - INTRAKAT (SWIMMING) | GREECE | 1.282 | 2.314 | - | (1.047) | 50,00% |
| J/V MOHLOS- ATHINAIKI - INTRAKAT (PANTHESSALIAN STADIUM N. IONIAS |
||||||
| VOLOY) | GREECE | 2.433 | 2.487 | 330 | 39 | 15,00% |
| J/V INTRAKAT - GANTZOULAS (DEPA) | GREECE | 189 | 714 | - | (186) | 50,00% |
| J/V MOHLOS - INTRAKAT (TENNIS) | GREECE | 1.022 | 546 | 629 | 134 | 50,00% |
| J/V ELTER - INTRAKAT - ENERGY J/V "ATH. TECHNIKI-PRISMA DOMI" - |
GREECE | 59 | 56 | - | - | 40,00% |
| INTRAKAT | GREECE | 3.584 | 3.149 | 4.899 | 349 | 50,00% |
| J/V INTRAKAT - ERGAS - ALGAS | GREECE | 174 | 171 | - | (1) | 33,33% |
| J/V INTRAKAT - ELTER (N.SECTION MAINTENANCE) |
GREECE | 151 | 656 | 98 | (504) | 50,00% |
| J/V ΙΝΤRΑΚΑΤ - ΑΤΤΙΚΑΤ (EGNATIA ODOS) | GREECE | 4.072 | 4.758 | 5.171 | (692) | 50,00% |
| J/V ΙΝΤRΑΚΑΤ - ELTER (PIPELINE ALEX/LIS) | GREECE | 3.007 | 2.771 | 3.649 | 459 | 50,00% |
| J/V ΙΝΤRΑΚΑΤ - ELTER (XIRIA) | GREECE | 3.094 | 3.094 | 6.706 | 14 | 50,00% |
| J/V ΙΝΤRΑΚΑΤ - ΕLΤΕR (ROAD DIVERSION ARTAS) | GREECE | 3.664 | 3.664 | 5.690 | 76 | 30,00% |
| J/V ΙΝΤRΑΚΑΤ - ΕLΤΕR (NATURAL GAS INSTALLATION PROJECT - SCHOOLS) J/V ΙΝΤRΑΚΑΤ - ΕLΤΕR (BROADBAND NETWORKS |
GREECE | 892 | 892 | 1.101 | 8 | 30,00% |
| ΕΤVΑ V.Ι.P.Ε) | GREECE | - | 1 | - | (0) | 50,00% |
| J/V ΙΝΤRΑΚΑΤ - INTRACOM (TELECOMMUNICATION SYSTEMS DEPA) J/V ΕLΤΕR - ΙΝΤRΑΚΑΤ (NATURAL GAS |
GREECE | 1 | 2 | - | (1) | 70,00% |
| INSTALLATION PROJECT ATTICA NORTHEAST & SOUTH) |
GREECE | 779 | 779 | 562 | 39 | 49,00% |
| 31.669 | 33.313 | 40.678 | 1.640 |
| Name | Country of incorporation |
Assets | Liabilities | Revenues | Profit / (Loss) % interest held | |
|---|---|---|---|---|---|---|
| J/V ELTER - INTRAKAT (EPA GAS) | GREECE | 7.669 | 8.148 | 14.008 | (497) | 45,00% |
| J/V MOHLOS - INTRAKAT (SWIMMING) J/V OLYMP. - MOHLOS - CYBARCO - ATH. - |
GREECE | 1.267 | 1.252 | 182 | 166 | 50,00% |
| Ι.Κ.(PANTHESSALIAN STADIUM N. IONIAS VOLOY) |
GREECE | 5.298 | 5.381 | 1.544 | (733) | 15,00% |
| J/V INTRAKAT - GANTZOULAS (DEPA) | GREECE | 153 | 493 | 17 | (237) | 50,00% |
| J/V PINS (OLYMPIC WORKS) | GREECE | 443 | 433 | 239 | (295) | 30,00% |
| J/V MOHLOS - INTRAKAT (TENNIS) | GREECE | 9.866 | 9.788 | 2.351 | 1.706 | 50,00% |
| J/V ELTER - INTRAKAT - ENERGY J/V "ATH. TECHNIKI-PRISMA DOMI" - |
GREECE | 59 | 56 | 199 | 1 | 40,00% |
| INTRAKAT | GREECE | 2.476 | 2.226 | 3.604 | 240 | 50,00% |
| J/V INTRAKAT - ERGAS - ALGAS | GREECE | 174 | 171 | 182 | 3 | 33,33% |
| 27.406 | 27.948 | 22.327 | 354 |
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance at the beginning of the year | 13.896 | 19.009 | 8.528 | 16.880 |
| Exchange differences | (30) | - | - | - |
| Additions | 1.731 | 2.304 | 1.708 | 329 |
| Disposals | (1.990) | (4.622) | (100) | (5.010) |
| Fair value gains / (losses) | 55 | 95 | (63) | (329) |
| Impairment | (1.063) | (352) | (1.043) | (23) |
| Transfer to associates / subsidiaries | - | (2.538) | - | (2.538) |
| Disposal of subsidiaries | (589) | - | - | - |
| Transfer of segments | - | - | - | (781) |
| Balance at the end of the year | 12.010 | 13.896 | 9.030 | 8.528 |
| Non-current assets | 11.502 | 12.044 | 9.030 | 8.528 |
| Current assets | 508 | 1.852 | - | - |
| 12.010 | 13.896 | 9.030 | 8.528 |
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Listed securities: | ||||
| - equity securities | 1.699 | 1.576 | 36 | 31 |
| Unlisted securities: | ||||
| - equity securities | 5.032 | 6.973 | 3.714 | 3.149 |
| - bonds | 5.280 | 5.348 | 5.280 | 5.348 |
| 12.010 | 13.896 | 9.030 | 8.528 |
Investments in unlisted shares are shown at cost less impairment. This value is assumed to approximate fair value.
(All amounts in €'000)
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The offset amounts are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Deferred tax assets | (5.020) | (9.434) | (3.938) | (6.035) |
| Deferred tax liabilities | 487 | - | - | - |
| (4.533) | (9.434) | (3.938) | (6.035) | |
| Group | Company | |||
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Deferred tax assets: | ||||
| To be recovered after more than 12 months | (7.145) | (7.606) | (4.782) | (3.264) |
| To be recovered within 12 months | (1.527) | (9.384) | (46) | (3.339) |
| (8.672) | (16.990) | (4.828) | (6.603) | |
| Deferred tax liabilities | ||||
| To be settled after more than 12 months | 2.701 | 3.804 | 365 | - |
| To be settled within 12 months | 1.438 | 3.753 | 526 | 568 |
| 4.139 | 7.556 | 890 | 568 | |
| (4.533) | (9.434) | (3.938) | (6.035) |
The gross movement on the deferred income tax account is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance at the beginning of the year | (9.434) | (6.938) | (6.035) | (6.650) |
| Exchange differences | (14) | (177) | - | - |
| Charged/ (credited) to the income statement (note 31) | 1.510 | (2.319) | 2.097 | 168 |
| Disposal of subsidiaries | 3.405 | - | - | - |
| Transfer due to spin-off | - | - | - | 447 |
| Balance at the end of the year | (4.533) | (9.434) | (3.938) | (6.035) |
An amount of €1.403 credited to the income statement for the year 2005 and an amount of €322 charged to the income statement for the year 2006 relate to discontinued operations for the Group. An amount of €49 charged to the income statement for the year 2005 relates to discontinued operations for the Company.
(All amounts in €'000)
The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdictions, is as follows:
| Provisions / | |||
|---|---|---|---|
| Impairment losses | Tax losses | Other | Total |
| (5.477) | (129) | (6.937) | (12.543) |
| - | (177) | 20 | (157) |
| (1.019) | (8.478) | 5.207 | (4.290) |
| (6.496) | (8.785) | (1.710) | (16.990) |
| (6.496) | (8.785) | (1.710) | (16.990) |
| - | - | (10) | (10) |
| 2.033 | (1.380) | 90 | 744 |
| 3.211 | 4.253 | 120 | 7.584 |
| (1.251) | (5.912) | (1.509) | (8.672) |
| Accelerated tax | |||
|---|---|---|---|
| depreciation | Other | Total | |
| Balance at 1 January 2005 | 922 | 4.663 | 5.585 |
| Charged / (credited) to the income statement | 2.935 | (964) | 1.971 |
| Balance at 31 December 2005 | 3.857 | 3.699 | 7.556 |
| Balance at 1 January 2006 | 3.857 | 3.699 | 7.556 |
| Exchange differences | (5) | (5) | |
| Charged / (credited) to the income statement | 348 | 418 | 767 |
| Disposal of subsidiaries | (911) | (3.268) | (4.179) |
| Balance at 31 December 2006 | 3.289 | 850 | 4.139 |
The Group has unused tax losses of approximately €13.428 for which no deferred tax asset is recognized on the balance sheet (2005: approximately €45.500).
(All amounts in €'000)
| Accelerated tax depreciation |
Provisions | Tax losses | Other | Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2005 | (19) | (4.779) | - | (6.412) | (11.210) |
| Charged / (credited) to the income statement | (843) | 4.205 | (5.610) | 6.408 | 4.160 |
| Contribution due to spin-off | 241 | 206 | - | - | 447 |
| Balance at 31 December 2005 | (621) | (368) | (5.610) | (4) | (6.603) |
| Balance at 1 January 2006 | (621) | (368) | (5.610) | (4) | (6.603) |
| Charged / (credited) to the income statement | 621 | 242 | 954 | (41) | 1.775 |
| Balance at 31 December 2006 | - | (126) | (4.656) | (46) | (4.828) |
| Accelerated tax depreciation |
Accrued income | Other | Total | |
|---|---|---|---|---|
| Balance at 1 January 2005 | - | 3.360 | 1.200 | 4.560 |
| Charged to the income statement | - | (3.360) | (632) | (3.992) |
| Balance at 31 December 2005 | - | - | 568 | 568 |
| Balance at 1 January 2006 | - | - | 568 | 568 |
| Charged / (credited) to the income statement | 354 | - | (32) | 322 |
| Balance at 31 December 2006 | 354 | - | 536 | 890 |
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Trade receivables | 139.036 | 475.770 | 7.117 | 5.804 |
| Less: provision for impairment | (10.122) | (38.962) | (220) | - |
| Trade receivables - net | 128.913 | 436.808 | 6.897 | 5.804 |
| Prepayments | 11.320 | 14.710 | 331 | 586 |
| Receivables from related parties (note 39) | 37.076 | 56.975 | 25.776 | 78.607 |
| Loans to related parties (note 39) | - | 2.000 | - | 2.250 |
| Other receivables | 67.053 | 54.202 | 44.052 | 15.045 |
| Total | 244.362 | 564.695 | 77.056 | 102.292 |
| Non-current assets | 17.805 | 94.458 | 9.498 | 5.705 |
| Current assets | 226.557 | 470.237 | 67.559 | 96.587 |
| 244.362 | 564.695 | 77.056 | 102.292 |
There is no concentration of credit risk with respect to trade receivables, as the Group has a large number of dispersed customers.
The Group made an additional provision for doubtful debts of €2.519 during the year (Company: €220).
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Raw materials | 28.423 | 84.009 | - | - |
| Semifinished goods | 8.251 | 22.967 | - | - |
| Finished goods | 8.742 | 41.058 | - | - |
| Work in progress | 3.322 | 5.689 | - | - |
| Merchandise | 3.372 | 9.647 | - | - |
| Other | 42 | 715 | - | - |
| Total | 52.153 | 164.085 | - | - |
| Less: Provisions for obsolete inventories | ||||
| Raw materials | 499 | 3.746 | - | - |
| Semifinished goods | 131 | 1.048 | - | - |
| Finished goods | 1.875 | 1.615 | - | - |
| Other | - | 484 | - | - |
| 2.505 | 6.892 | - | - | |
| Net realisable value | 49.649 | 157.193 | - | - |
(All amounts in €'000)
| Group | Company | ||
|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 |
| 16.267 | 6.550 | - | - |
| 28.785 | 22.619 | - | - |
| 2.735 | - | - | - |
| 47.787 | 29.169 | - | - |
| 1.090 | 1.548 | - | - |
| 6.213 | 4.078 | - | - |
| 7.304 | 5.626 | - | - |
| 80.616 | 44.757 | - | - |
| 72.113 | 39.755 | - | - |
| 8.503 | 5.002 | - | - |
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance at the beginning of the year | 3.441 | 2.526 | - | - |
| Exchange differences | (2) | - | - | - |
| Additions | - | 3.585 | - | - |
| Disposals | (2.466) | (3.015) | - | - |
| Fair value adjustments | 83 | 345 | - | - |
| Balance at the end of the year | 1.056 | 3.441 | - | - |
| Group | Company | |||
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Listed securities | ||||
| - Equity securities - Greece | 786 | 2.816 | - | - |
| - Equity securities - abroad | 208 | 562 | - | - |
| - Mutual funds - Greece | 62 | 63 | - | - |
| 1.056 | 3.441 | - | - |
(All amounts in €'000)
Cash and cash equivalents include the following for the purposes of the cash flow statement:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Cash at bank and in hand | 28.734 | 43.160 | 5.721 | 28.404 |
| Short-term bank deposits | 86.743 | 52.672 | 66.810 | 38.458 |
| Total | 115.477 | 95.832 | 72.531 | 66.862 |
The effective interest rate on short-term bank deposits for the Company was 3,2% (2004: 2,6%).
Cash and cash equivalents are analysed in the following currencies:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Euro | 26.133 | 49.907 | 6.001 | 26.285 |
| US Dollar | 7.088 | 8.133 | 3.626 | 8.115 |
| Japanese Yen | 77.450 | 32.200 | 62.350 | 32.200 |
| Other | 4.806 | 5.592 | 554 | 262 |
| 115.477 | 95.832 | 72.531 | 66.862 |
The parent company's cash and borrowings included in the financial statements for 2005 relate to bank accounts which on 31 December 2005 were held in the name of the parent company. The difference between the balances shown in the financial statements and those arising from the spin-off is included in inter-company balances (see note 39).
(All amounts in €'000)
| Number of shares |
Ordinary | shares Share premium | Treasury shares |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2005 | 130.852.772 | 276.956 | 190.625 | (12.186) | 455.395 |
| Employee share option scheme | |||||
| Value of services provided | - | - | 1.392 | - | 1.392 |
| Proceeds from shares issued | 1.154.811 | 2.437 | 906 | - | 3.342 |
| Treasury shares sold | 406.000 | - | - | 12.186 | 12.186 |
| Expenses on issue of share capital | - | - | (111) | - | (111) |
| Balance at 31 December 2005 | 132.413.583 | 279.393 | 192.812 | - | 472.205 |
| Balance at 1 January 2006 | 132.413.583 | 279.393 | 192.812 | - | 472.205 |
| Employee share option scheme | |||||
| Value of services provided | - | - | 555 | - | 555 |
| Proceeds from shares issued | 523.853 | 739 | 765 | - | 1.503 |
| Expenses on issue of share capital | - | - | (29) | - | (29) |
| Decrease of share capital | - | (92.690) | - | - | (92.690) |
| 132.937.436 | 187.442 | 194.102 | - | 381.544 | |
| Treasury shares | (815.021) | - | - | (4.215) | (4.215) |
| Balance at 31 December 2006 | 132.122.415 | 187.442 | 194.102 | (4.215) | 377.329 |
At an extraordinary General Meeting of the shareholders, held on 24 November 2006, the reduction of the Company's share capital was decided, by the amount of €92.690, in order to cover for the debit balance that resulted from the first time adoption of the International Financial Reporting Standards, by a reduction of the nominal value of each share from €2,11 to €1,41. As of 13.12.2006 the shares are traded at the Athens Exchange at the new nominal value of €1,41 per share.
On 15 December 2006, the Company's share capital increased by 523.853 new shares with nominal value of €1,41 each, due to the exercise of share options during December 2006 (425.149 share options for €2,93 each and 98.704 share options for €2,61 each).
As at 31 December 2006 the Company's share capital was divided into 132.937.436 shares of €1,41 each.
During the year, the Company acquired 815.021 of its own shares through purchases on the Athens Stock Exchange. The total amount paid to acquire the shares, net of income tax, was €4.215 and has been deducted from shareholders' equity.
On 31 December 2005 and 2006, subsidiary companies held shares of the Company with a total cost of €1.784, which is deducted from shareholders' equity.
(All amounts in €'000)
Share options are granted to directors, management and employees of the Company.
A summary of share options granted is as follows:
| Share options | |
|---|---|
| Outstanding at 1 January | 775.200 |
| Granted | 110.000 |
| Exercised | (523.853) |
| Outstanding at 31 December | 361.347 |
The outstanding share options can be exercised wholly or partly within a period of 5 years from the year granted, during the first 15 days of December of each respective year. Consequently, the share options granted during 2006 can be exercised up to December 2011.
During the exercise of the share options, the amounts received net of any transaction costs are included in the share capital (nominal value) and in the share premium.
During December 2006, 425.149 share options were exercised for €2,93 each and 98.704 for €2,61 each.
The charge in the income statement for the year 2006 amounted to €555 (2005: €1.392).
The fair value of the share options is determined on grant date using the Binomial model. Fair value reflects the inputs into the model, such as the risk-free interest rate, the expected share volatility, the dividend yield and the expected option life. The fair value is recognised as an expense over the vesting period of the share options.
The inputs into the option pricing model for the share options granted in 2006 are as follows:
| Share price | €6,46 |
|---|---|
| Risk-free interest rate | 3,73% |
| Expected volatility | 27,89% |
| Dividend yield | 3,41% |
| Expected life | 5 years |
| Exercise price | €2,93 |
Using the above assumptions and inputs, the fair value of the share options granted in 2006 was calculated at €3,3 per option.
(All amounts in €'000)
| Statutory reserves Special reserves | Tax free reserves | Extraordinary reserves |
Other reserves | Fair value reserves |
Total | ||
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2005 | 31.379 | 8.096 | 216.460 | 70.106 | 5.941 | (912) | 331.070 |
| Fair value loss on available - for - sale financial assets | - | - | - | - | - | (19) | (19) |
| Sale of available - for - sale financial assets Impairment of investment |
- - |
- - |
- - |
- - |
- - |
(39) 327 |
(39) 327 |
| Reclassifications within equity | (108) | 3 | (60.828) | - | (7.015) | - | (67.948) |
| Balance at 31 December 2005 | 31.271 | 8.099 | 155.633 | 70.106 | (1.074) | (642) | 263.392 |
| Balance at 1 January 2006 | 31.271 | 8.099 | 155.633 | 70.106 | (1.074) | (642) | 263.392 |
| Fair value loss on available - for - sale financial assets | - | - | - | - | - | 24 | 24 |
| Exchange differences | - | - | - | - | - | 324 | 324 |
| Effect of changes in the group structure | - | - | - | - | (1.459) | - | (1.459) |
| Reclassification due to disposal of subsidiary | (1.877) | - | (42.713) | - | (27.237) | - | (71.827) |
| Other net asset movement of associates | - | - | - | - | 841 | - | 841 |
| Balance at 31 December 2006 | 29.394 | 8.099 | 112.919 | 70.106 | (28.929) | (295) | 191.294 |
| Statutory reserves Special reserves | Tax free reserves | Extraordinary reserves |
Fair value reserves |
Total | ||
|---|---|---|---|---|---|---|
| Balance at 1 January 2005 | 26.719 | 8.069 | 114.400 | 70.106 | (667) | 218.628 |
| Fair value loss on available - for - sale financial assets | - | - | - | - | (329) | (329) |
| Sale of available - for - sale financial assets Impairment of investment |
- - |
- - |
- - |
- - |
(39) 327 |
(39) 327 |
| Other changes during the year | - | - | (841) | - | - | (841) |
| Transfer due to spin-off (note 38) | - | - | (58.184) | - | - | (58.184) |
| Balance at 31 December 2005 | 26.719 | 8.069 | 55.376 | 70.106 | (707) | 159.563 |
| Balance at 1 January 2006 | 26.719 | 8.069 | 55.376 | 70.106 | (707) | 159.563 |
| Fair value loss on available - for - sale financial assets | - | - | - | - | (63) | (63) |
| Balance at 31 December 2006 | 26.719 | 8.069 | 55.376 | 70.106 | (770) | 159.500 |
A legal reserve is created under the provisions of Greek law (Law 2190/20, articles 44 and 45) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to the reserve until it reaches one third of the paid share capital. The legal reserve can only be used, after approval of the Annual General meeting of the shareholders, to offset accumulated losses and therefore cannot be used for any other purpose.
The special reserve includes amounts that were created following resolutions of the Annual General meetings, have no specific purpose and can therefore be used for any reason following approval from the Annual General meeting, as well as amounts, which were created under the provisions of Greek law. These reserves have been
(All amounts in €'000)
created from after tax profits and are therefore not subject to any additional taxation in case of their distribution or capitalisation.
This account includes reserves created from profits, which were used for the acquisition of new fixed assets employed in the production process and are therefore regarded as tax-free under special provisions of development laws in force each time. In other words, this reserve is created from profits for which no tax is calculated or paid.
This reserve includes the portion of the net income carried forward every year that comes from tax-free profits and profits taxed under special provisions by using up the tax liability.
The above-mentioned reserves can be capitalised or distributed, following the approval of the Annual General meeting, after taking into consideration the restrictions that may apply. In case of capitalisation or distribution, tax is calculated at the current tax rate.
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Non-current borrowings | ||||
| Bank loans | 7.373 | 7.630 | - | - |
| Finance lease liabilities | 924 | 1.806 | 3 | - |
| Bond | 26.962 | 11.980 | - | - |
| Total non-current borrowings | 35.259 | 21.416 | 3 | - |
| Current borrowings | ||||
| Bank loans | 76.516 | 312.414 | 4.325 | 91.675 |
| Bond | 4.979 | 2.959 | - | - |
| Finance lease liabilities | 656 | 1.372 | 11 | - |
| Other | - | 2.013 | - | - |
| Total current borrowings | 82.150 | 318.757 | 4.337 | 91.675 |
| Total borrowings | 117.409 | 340.173 | 4.340 | 91.675 |
(All amounts in €'000)
The carrying amounts of the Group's and the Company's borrowings are denominated in the following currencies:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Euro | 105.686 | 330.116 | 4.340 | 91.675 |
| US dollar | 2.689 | 10.057 | - | - |
| Romanian New Lein (RON) | 7.204 | - | - | - |
| Other | 1.830 | - | - | - |
| 117.409 | 340.173 | 4.340 | 91.675 |
The maturity of non-current borrowings is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Between 1 and 2 years | 8.063 | 6.269 | - | - |
| Between 2 and 5 years | 19.406 | 13.341 | - | - |
| More than 5 years | 6.867 | - | - | - |
| 34.336 | 19.609 | - | - |
The weighted average effective interest rate for the bond was 1,18%. The weighted average interest rate for the other borrowings for the Group and the Company for 2006 was around 5% (2005:4,3%).
Securities relating to the above borrowings are disclosed in note 37.
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Finance lease liabilities- minimum lease | ||||
| payments | ||||
| Not later than 1 year | 720 | 1.499 | 12 | - |
| Between 2 and 5 years | 1.024 | 1.869 | 3 | - |
| Total | 1.743 | 3.368 | 15 | - |
| Less: Future finance charges on finance leases | (164) | (190) | (1) | - |
| Present value of finance lease liabilities | 1.579 | 3.178 | 14 | - |
| Present value of finance lease liabilities: | ||||
| Not later than 1 year | 656 | 1.372 | 11 | - |
| Between 2 and 5 years | 924 | 1.806 | 3 | - |
| Total | 1.579 | 3.178 | 14 | - |
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance sheet obligations for: | ||||
| Pension benefits | 2.719 | 6.811 | 438 | 1.133 |
| Income statement charge | ||||
| Pension benefits | 1.579 | 10.612 | (365) | 3.549 |
Charge to the income statement for the Group in 2006 of €910 relates to discontinued operations. Charge to the income statement in 2005 of €1.074 and €826 relates to discontinued operations for the Group and the Company respectively.
The amounts recognized in the balance sheet are determined as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Present value of funded obligations | - | 99 | - | - |
| Present value of unfunded obligations | 4.758 | 7.878 | 718 | 1.493 |
| Unrecognised actuarial losses | (2.039) | (1.166) | (281) | (360) |
| Liability on the balance sheet | 2.719 | 6.811 | 438 | 1.133 |
The amounts recognised in the income statement are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 | |
| Current service cost | 682 | 989 | 99 | 467 |
| Interest cost | 242 | 191 | 44 | 127 |
| Termination liabilities | - | 6.204 | - | 6.204 |
| Net actuarial losses recognised during the year | 208 | 1.929 | 69 | 131 |
| Past service cost | 50 | - | - | - |
| (Gains) / losses on curtailment | 397 | 1.300 | (577) | (3.379) |
| Total, included in staff costs | 1.579 | 10.612 | (365) | 3.549 |
| Total charge is allocated as follows: | Group | Company | ||
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Cost of goods sold | 920 | 138 | (259) | 1.568 |
| Selling costs | 510 | 8.714 | (9) | 833 |
| Administrative expenses | 150 | 1.760 | (98) | 1.148 |
| 1.579 | 10.612 | (365) | 3.549 |
(All amounts in €'000)
The movement in the liability recognised on the balance sheet is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance at the beginning of the year | 6.811 | 4.922 | 1.133 | 4.266 |
| Exchange differences | (1) | (6) | - | - |
| Total expense charged / (credited) in the income statement | 1.579 | 10.612 | (365) | 3.549 |
| Contributions paid | (1.503) | (8.717) | (331) | (6.682) |
| Disposal of subsidiaries | (4.168) | - | - | - |
| Balance at the end of the year | 2.719 | 6.811 | 438 | 1.133 |
The principal actuarial assumptions used were as follows:
| Group | Company | |||
|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | |
| Discount rate | 4,10% - 4,30% | 3,70% | 4,10% | 3,70% |
| Future salary increases | 4,50% - 4,90% | 4,50% | 4,50% | 4,50% |
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Balance at the beginning of the year | 564 | 569 | - | 413 |
| Additions | 150 | 419 | - | 87 |
| Depreciation charge | (93) | (424) | - | (413) |
| Disposal of subsidiaries | (77) | - | - | - |
| Transfer due to spin-off | - | - | - | (87) |
| Balance at the end of the year | 544 | 564 | - | - |
Depreciation charge of €369 and €213 in the year 2005 relates to discontinued operations of the Group and the Company respectively.
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Current liabilities | 5.256 | 6.518 | 142 | 142 |
| Non- current liabilities | 2.606 | 2.801 | - | - |
| Total | 7.862 | 9.319 | 142 | 142 |
| Voluntary | |||||
|---|---|---|---|---|---|
| Warranties | redundancy | Other | Total | ||
| Balance at 1 January 2005 | 4.936 | 6.456 | 3.027 | 14.419 | |
| Exchange differences | 13 | - | - | 13 | |
| Additional provisions | 2.167 | - | 2.119 | 4.286 | |
| Acquisition of subsidiary | - | - | 283 | 283 | |
| Provisions used during the year | (2.994) | (6.456) | (231) | (9.682) | |
| Balance at 31 December 2005 | 4.121 | - | 5.198 | 9.319 | |
| Balance at 1 January 2006 | 4.121 | - | 5.198 | 9.319 | |
| Exchange differences | (3) | - | - | (3) | |
| Additional provisions | 168 | - | 4.269 | 4.437 | |
| Unused amounts reversed | - | - | (526) | (526) | |
| Provisions used during the year | (105) | - | (2.237) | (2.343) | |
| Disposal of subsidiaries | (2.726) | - | (297) | (3.023) | |
| Balance at 31 December 2006 | 1.455 | - | 6.407 | 7.862 |
The amount of €6,4 million shown under other provisions relates mainly to losses on loss-making contracts of €3,1 million, provision for bonuses of €1 million and provision for subcontractors' fees of €1,2 million.
| Warranties | Unused compensated absences |
Voluntary redundancy |
Other | Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2005 | 4.844 | 385 | 6.456 | 420 | 12.105 |
| Provisions used during the year | (634) | - | (6.456) | (198) | (7.288) |
| Transfer due to spin off | (4.210) | (318) | - | (148) | (4.675) |
| Balance at 31 December 2005 | - | 68 | - | 74 | 142 |
| Balance at 31 December 2006 | - | 68 | - | 74 | 142 |
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Trade payables | 65.127 | 97.253 | 4.535 | 11.993 |
| Prepayments from customers | 31.082 | 47.339 | - | - |
| Amounts due to related parties (note 39) | 7.134 | 42.200 | 6.059 | 25.432 |
| Accrued expenses | 9.801 | 8.465 | 246 | 757 |
| Social security and other taxes | 7.879 | 17.139 | 1.002 | 8.987 |
| Other liabilities | 20.033 | 28.086 | 9.089 | 2.444 |
| Total | 141.056 | 240.482 | 20.931 | 49.614 |
| Group | Company | Nominal value (in thousands) | |||||
|---|---|---|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | ||
| Liabilities | Liabilities | Liabilities | Liabilities | ||||
| Interest-rate swaps | (1) | 4.475 | 3.377 | 4.475 | 3.377 | €100.000 | €100.000 |
| Forward foreign exchange contracts | - | 7.561 | - | 7.561 | - | \$29.963 | |
| Cross-currency swaps | - | 15.862 | - | - | - | €118.000 | |
| Total | 4.475 | 26.801 | 4.475 | 10.939 | |||
| Current liabilities | 4.475 | 26.801 | 4.475 | 10.939 |
(1) Quarterly interest with maturity on July 2011.
(All amounts in €'000)
| Note | Group | Company | |||
|---|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | ||
| Employee benefit expense | 28 | 89.748 | 102.408 | 6.935 | 34.051 |
| Inventory cost recognised in cost of goods sold | 99.436 | 88.867 | - | 21.145 | |
| Depreciation of PPE | 6 | 8.130 | 9.073 | 1.514 | 5.040 |
| Depreciation of investment property | 9 | 568 | 306 | 526 | 303 |
| Amortisation of intangible assets | 8 | 5.336 | 5.760 | 1.644 | 4.080 |
| Impairment of inventories | 2.295 | 413 | - | 164 | |
| Repairs and maintenance | 1.530 | 2.499 | 508 | 1.235 | |
| Operating lease payments | 2.803 | 2.882 | 1.209 | 1.606 | |
| Subcontractors' fees | 78.668 | 28.490 | - | 14.470 | |
| Restructuring costs | 1.392 | - | - | - | |
| Impairment of receivables | 2.519 | 5.920 | 220 | 4.344 | |
| Other | 38.650 | 9.801 | 9.191 | 4.095 | |
| Total | 331.076 | 256.421 | 21.748 | 90.534 | |
| Split by function: | |||||
| Cost of goods sold | 264.406 | 190.534 | 15.230 | 58.010 | |
| Selling costs | 21.040 | 23.155 | 425 | 14.590 | |
| Administrative expenses | 45.630 | 42.731 | 6.092 | 17.934 | |
| 331.076 | 256.421 | 21.748 | 90.534 | ||
| Split of depreciation by function: | |||||
| Cost of goods sold | 9.121 | 7.943 | 2.661 | 5.254 | |
| Selling costs | 1.481 | 1.468 | 6 | 1.910 | |
| Administrative expenses | 3.432 | 5.728 | 1.018 | 2.260 | |
| 14.035 | 15.140 | 3.685 | 9.423 |
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 31/12/2006 1/1 - 31/12/2005 |
1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |||
| Wages and salaries | 72.147 | 77.813 | 5.863 | 23.648 | |
| Social security costs | 13.808 | 7.638 | 801 | 3.940 | |
| Other employers' contributions and expenses | 2.570 | 6.027 | 379 | 2.348 | |
| Share options granted to employees | 555 | 1.392 | 258 | 1.392 | |
| Pension costs - defined benefit plans | 669 | 9.538 | (365) | 2.723 | |
| Total | 89.748 | 102.408 | 6.935 | 34.051 |
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| (Losses) / gains from sale of PPE | (173) | (36) | (17) | 80 |
| Gains from sale of assets held for sale (note 32) | 11.982 | - | 11.982 | - |
| Fair value gains of financial assets at fair value through profit or loss (note 17) |
83 | 345 | - | - |
| Gains/(losses) from sale of financial assets at fair value through profit or loss |
212 | (275) | - | - |
| Gains from sale of available - for - sale financial assets | - | 1.075 | - | 55 |
| Gains from sale of other investments | - | - | - | 900 |
| Impairment / Disposal of investments | (1.838) | (550) | (1.838) | (656) |
| Reversal of impairment of investments | - | - | - | 1.425 |
| Dividend income | 388 | 100 | 1.965 | 2.746 |
| Rental income | 2.374 | 93 | 1.362 | 765 |
| Depreciation of grants received | 93 | 55 | - | 200 |
| Income from grants | 584 | - | 584 | - |
| Impairments | (5.500) | - | - | - |
| Other | 1.757 | 3.250 | 16 | 510 |
| Total | 9.961 | 4.058 | 14.054 | 6.024 |
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| Interest expense | ||||
| - Bank borrowings | 8.467 | 4.947 | 1.831 | 4.072 |
| - Finance leases | 66 | 180 | 1 | 97 |
| - Other | 1.462 | 747 | 182 | - |
| 9.995 | 5.874 | 2.014 | 4.170 | |
| Interest income | (1.106) | (1.165) | (372) | (163) |
| Net foreign exchange gains | (2.278) | (1.651) | (961) | (1.556) |
| Net losses / (gains) from derivative instruments | 891 | (3.629) | 891 | (3.629) |
| Total | 7.503 | (572) | 1.572 | (1.178) |
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| Current tax | 4.376 | 5.990 | 557 | 1.716 |
| Deffered tax | 1.188 | (916) | 2.097 | 119 |
| Total | 5.563 | 5.074 | 2.654 | 1.835 |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the group companies as follows:
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| (Loss)/ Profit before tax from continuing operations | (22.993) | 2.596 | 9.941 | 1.983 |
| Tax calculated at tax rates applicable to Greece | (1.270) | 1.092 | 2.883 | 635 |
| Income not subject to tax | (3.849) | (6.386) | (4.045) | (1.099) |
| Expenses not deductible for tax purposes | 9.700 | 7.432 | 3.653 | 608 |
| Differences in tax rates | 11 | (322) | (394) | - |
| Utilisation of previously unrecognised tax losses | (148) | 1.574 | - | - |
| Tax losses for the year | - | (366) | - | 1.120 |
| Other | 1.119 | 2.050 | 557 | 571 |
| Tax charge | 5.563 | 5.074 | 2.654 | 1.835 |
| Group | Company | |||
|---|---|---|---|---|
| 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 | |
| Intracom SA Telecom Solutions (1) | (25.111) | 4.829 | (7.184) | 7.733 |
| Hellas on Line SA (2) | (15.276) | - | - | - |
| Total | (40.387) | 4.829 | (7.184) | 7.733 |
As described in note 2, "Reclassifications", due to the presentation of the results of the sub-group Intracom Telecom for the year 2006 under a separate column of the income statement named "Discontinued operations", the notes that correspond to the 2005 income statement items differ to those of the annual financial statements of 2005 since they do not include the results of discontinued operations. The income statement for discontinued operations is shown below.
(All amounts in €'000)
On 30 June 2006, the Company disposed of 51% holding in its subsidiary company Intracom S.A. Telecom Solutions ("Intracom Telecom Group") to Concern Citronics, subsidiary of Sistema, for €120 million. The final price is subject to certain adjustments, but no significant change is expected.
Intracom Telecom group structure prior to the transfer is presented below.
| Company name | Direct % interest held |
Country of incorporation |
|---|---|---|
| INTRACOM S.A. TELECOM SOLUTIONS | 49,00 | Greece |
| Intracom Bulgaria SA | 100,00 | Boulgaria |
| Intracom Svyaz Ltd | 100,00 | Russia |
| Intracom doo Skopje | 100,00 | FYROM |
| Intralban SHA | 95,00 | Albania |
| Intrarom SA | 74,23 | Romania |
| Intracom Telecom Holdings International Ltd (Sub-group) | 100,00 | Cyprus |
| Intracom Middle East LLC | 100,00 | UAE |
| Intracom Corporation | 100,00 | USA |
| Intracom doo Belgrade | 100,00 | Serbia |
| Intracom doo Armenia | 100,00 | Armenia |
| Intracom Telecom Technologies Ltd | 100,00 | Cyprus |
| Intracom Operations Ltd | 100,00 | Cyprus |
Following the disposal, the group is accounted for using the equity method, at a percentage of 49% and the results as of 1/7/2006 are included in the results from continuing activities, under the line "share of profits/ losses of associates".
The results of the partially transferred group up to 30/6/2006, as well as the loss from its disposal, are shown below:
| Group | Company | |||
|---|---|---|---|---|
| 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 | |
| Sales | 171.548 | 281.871 | - | 167.822 |
| Cost of goods sold | (126.321) | (203.329) | - | (121.439) |
| Gross profit from discontinued operations | 45.227 | 78.542 | - | 46.383 |
| Other operating income - net | 1.034 | 407 | - | 1.204 |
| Selling and research costs | (24.135) | (33.213) | - | (23.253) |
| Administrative expenses | (15.342) | (32.462) | - | (13.954) |
| Operating profit from discontinued operations | 6.784 | 13.275 | - | 10.380 |
| Finance costs - net | (5.441) | (8.838) | - | (2.598) |
| Profit before income tax | 1.343 | 4.436 | - | 7.783 |
| Income tax expense | (751) | 393 | - | (50) |
| Profit for the year from discontinued operations | 591 | 4.829 | - | 7.733 |
| Losses from the disposal of sub-group | (19.148) | - | (630) | - |
| Tax expense on the disposal of sub-group | (6.554) | - | (6.554) | - |
| Net profit/ (loss) from discontinued operations | (25.111) | 4.829 | (7.184) | 7.733 |
(All amounts in €'000)
The share of the consolidated net assets of the sub-group Intracom Telecom times the percentage transferred (51%) amounted to €139.148 at the date of disposal and as a result the Group reported a loss of €19.148 in the consolidated income statement for the year, plus a share transfer tax of €6.554. In the stand alone financial statements of the parent company, the loss from disposal amounted to €630, plus a share transfer tax of €6.554.
The spin-off of the Telecom Solutions segment was effected during the last quarter of 2005. As a result, the Company's stand alone financial statements for 2006 do not incorporate the results of the segment.
On 31 January 2006 the Company acquired Hellas on Line from EFG Eurobank SA for €24.108 payable in cash. An amount of €6.000 that has been included in the above purchase price will be payable provided that the revenue that Hellas on Line will achieve for the group EFG Eurobank S.A. up to 30 June 2007 will amount to €7.000.
The carrying amounts of assets and liabilities of HoL at the date of acquisition, as well as the fair values determined as at that date are as follows:
| Assets | Carrying amount | Fair value |
|---|---|---|
| Property, plant and equipment | 8.705 | 8.705 |
| Intangible assets | 3.143 | 12.553 |
| Deferred income tax assets | 1.974 | (378) |
| Trade and other receivables | 17.803 | 17.803 |
| Cash and cash equivalents | 1.070 | 1.070 |
| Other assets | 175 | 175 |
| 32.870 | 39.928 | |
| Liabilities | ||
| Borrowings | 13.217 | 13.217 |
| Trade and other payables | 22.320 | 22.320 |
| Provisions for other liabilities and charges | 1.403 | 1.403 |
| 36.940 | 36.940 | |
| Net assets | (4.069) | 2.988 |
| Purchase consideration | 24.108 | |
| Goodwill | 21.120 |
The fair values include intangibles recognized at acquisition, namely the tradename of €7.010 and customer relationships of €2.400, as well as the corresponding deferred tax on these intangibles of €2.353.
On 4 December 2006 the Company and JSC Comstar – United Telesystems ("Comstar"), subsidiary of Sistema, have agreed to the sale of 51% of HoL to Comstar for €47,9 million through a share capital increase of the company. As a result, the investment has been classified as held for sale.
(All amounts in €'000)
The results of HoL for the period from 1 February 2006 to 31 December 2006 are shown below.
| Group | |||
|---|---|---|---|
| 1/1-31/12/2006 | 1/1-31/12/2005 | ||
| Sales | 31.166 | - | |
| Cost of goods sold | (35.329) | - | |
| Gross profit from discontinued operations | (4.162) | - | |
| Other operating income - net | 490 | - | |
| Selling and research costs | (11.611) | - | |
| Administrative expenses | (3.667) | - | |
| Operating loss from discontinued operations | (18.951) | - | |
| Finance costs - net | (1.046) | - | |
| Loss before income tax | (19.997) | - | |
| Income tax expense | 4.721 | - | |
| Net loss for the year | (15.276) | - |
Following the sale, the company will be accounted for using the equity method of accounting.
| Assets | |
|---|---|
| 31/12/2006 | |
| Property, plant and equipment | 17.169 |
| Intangible assets | 11.141 |
| Deferred income tax assets | 4.561 |
| Trade and other receivables | 20.140 |
| Cash and cash equivalents | 6.600 |
| Other assets | 210 |
| 59.820 | |
| Goodwill acquired | 21.120 |
| 80.940 | |
| Liabilities | |
| 31/12/2006 | |
| Borrowings | 20.645 |
| Trade and other payables | 26.635 |
| Provisions for other liabilities and charges | 1.412 |
| 48.692 |
| Group | Company | |
|---|---|---|
| 1/1-31/12/2006 | 1/1-31/12/2006 | |
| Cash flows from operating activities | (2.920) | (6.554) |
| Cash flows from investing activities | 3.230 | 85.000 |
| Cash flows from financing activities | 669 | - |
| Total cash flows from discontinued operations | 979 | 78.446 |
(All amounts in €'000)
The effect from the disposal of the sub-group Intracom Telecom is included under investing cash flows of the Group and the Company (i.e. the consideration received and the subsidiary's cash and cash equivalents disposed of).
(a) During August and September 2005, the Company purchased 24,8% of the share capital of FORTHnet S.A., for the amount of €22.883. On 31 December 2005, the management was in the process of selling its investment in Forthnet according to a particular time-schedule and plan. For this reason, this investment was classified as held for sale.
On 1 February 2006, the Company sold its entire shareholding in FORTHnet S.A. for €34.865. The profit for the Group amounted to €11.982.
(b) During the year 2005, the Group's management decided to proceed to the sale of the airplane owned by the subsidiary Conclin Corporation, along with the related finance lease liability, to a related party of the Group. At the date of transfer to assets classified as held for sale, the airplane had a net book value of €14.999, while the liability amounted to €11.840. The sale of the airplane and the transfer of the related liability has not resulted in any significant gain.
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares (note 19).
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| Profit attributable to equity holders of the Company | (68.803) | 3.226 | 103 | 7.881 |
| Weighted average number of ordinary shares in issue (thousands) | 132.062 | 131.306 | 132.062 | 131.306 |
| Basic earnings per share (€ per share) | (0,52) | 0,02 | 0,01 | 0,06 |
| - From continuing operations | (0,21) | (0,01) | 0,06 | 0,00 |
| - From discontinued operations | (0,31) | 0,03 | (0,05) | 0,06 |
Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares, such as stock options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| Profit attributable to equity holders of the Company | (68.803) | 3.226 | 103 | 7.881 |
| Weighted average number of ordinary shares in issue (thousands) Adjustment for |
132.062 | 131.306 | 132.062 | 131.306 |
| Share options (thousands) | 177 | 302 | 177 | 302 |
| Weighted average number of ordinary shares for diluted earnings per share (thousands) |
132.239 | 131.608 | 132.239 | 131.608 |
| Diluted earnings per share (€ per share) | (0,52) | 0,02 | 0,01 | 0,06 |
| - From continuing operations | (0,21) | (0,01) | 0,06 | 0,00 |
| - From discontinued operations | (0,31) | 0,03 | (0,05) | 0,06 |
Management intends to propose at the forthcoming Annual General Meeting a dividend of €0,10 per share from prior years' taxed profits.
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | |
| Profit/ (loss) for the year | (68.944) | 2.351 | 103 | 7.881 | |
| Adjustments for: | |||||
| Tax | 8.148 | 4.681 | 9.208 | 1.884 | |
| Depreciation of PPE | 15.253 | 17.225 | 1.514 | 8.691 | |
| Amortisation of intangible assets | 12.597 | 16.083 | 1.644 | 10.557 | |
| Depreciation of investment property | 9 | 628 | 306 | 526 | 303 |
| Impairment of assets | 1.063 | 550 | 1.043 | 23 | |
| Loss / (Profit) on sale of PPE | 173 | 166 | 17 | (80) | |
| Fair value gains of financial assets at fair value through profit or loss | 29 | (83) | (345) | - | - |
| (Gains)/losses from sale of financial assets at fair value through profit or loss | (212) | 275 | - | - | |
| Gains from sale of available - for - sale financial assets | - | (1.070) | - | (907) | |
| Gains from sale of assets held for sale | 32 | (11.982) | - | (11.982) | - |
| Loss on disposal of subsidiaries | 19.148 | - | 1.300 | 54 | |
| Employees share option scheme | 555 | 1.392 | 258 | 1.392 | |
| Reversal of impairment of subsidiaries | - | - | - | (1.425) | |
| Interest income | (1.565) | (1.343) | (372) | (254) | |
| Interest expense | 16.331 | 19.647 | 2.014 | 12.738 | |
| Dividend income | 29 | (388) | (100) | (1.965) | (3.502) |
| Depreciation of grants received | 23 | (93) | (424) | - | (413) |
| Share of profit from associates and joint ventures | 15.689 | (871) | - | - | |
| Movements in subsidiary held for sale | 10.924 | - | - | - | |
| Exchange loss | 23 | 1.244 | - | - | |
| 17.265 | 59.767 | 3.308 | 36.944 | ||
| Changes in working capital | |||||
| Inventories | 984 | (7.392) | - | (9.101) | |
| Trade and other receivables | (37.820) | 13.382 | 61.818 | (66.070) | |
| Trade and other payables | 66.196 | (11.255) | (35.641) | 3.028 | |
| Provisions for other liabilities and charges | 1.566 | (5.099) | - | (7.288) | |
| Retirement benefit obligations | 76 | 1.889 | (696) | 1.837 | |
| Derivative financial instruments | (6.596) | (9.467) | (6.464) | (12.422) | |
| 24.404 | (17.942) | 19.017 | (90.016) | ||
| Cash generated from operations | 41.669 | 41.825 | 22.325 | (53.073) |
(All amounts in €'000)
(Note: Total depreciation charge for 2006 for the Group includes depreciation of the subsidiary company Hellas on Line of €4.568).
As at the balance sheet date there were capital commitments for PPE of €631 for the Group.
| Group | Company | |
|---|---|---|
| 31/12/2006 | 31/12/2006 | |
| No later than 1 year | 796 | 563 |
| Later than 1 year and no later than 5 years | 1.247 | 766 |
| Later than 5 years | 174 | 174 |
| 2.217 | 1.504 |
The Group has contingent liabilities in respect of banks, other guarantees and other matters arising in the ordinary course of business as follows:
| Group 31/12/2006 |
Company 31/12/2006 |
|
|---|---|---|
| Guarrantees for advance payments | 108.577 | 102.057 |
| Guarrantees for good performance | 162.810 | 95.870 |
| Guarrantees for participation in contests | 18.507 | 18.507 |
| 289.894 | 216.433 |
The Company has given guarantees to banks for subsidiaries' loans amounting to €182.109 and for finance lease contracts amounting to €1.760. Moreover, the Company has given guarantees of €118.000 for the syndicated loan of the associate company Intracom SA Telecom Solutions.
In addition, the Company has guaranteed the contractual liabilities of an associate company.
There is an outstanding case against the Company from the Ministry of Merchant Marine concerning violations during the execution of projects. The penalties and rebates amount to €29.145 thousand. The lawyers of the Company in their letter set out that the information on the basis of which the penalties were imposed show serious inadequacies and that the final outcome will be favorable to the Company.
It is not anticipated that any material liabilities will arise from the contingent liabilities.
(All amounts in €'000)
During the last quarter of 2005, the transfer of the Telecom Solutions, the Defense Electronic Systems and the IT Services segments to subsidiaries was effected. The spin-off of the segments and the transformation of Intracom Holdings S.A to a holding company was completed on 31/12/2005.
The operations of Intracom Holdings are continued through its subsidiaries and associates. The Company will receive the benefit from the operations of these companies through dividends.
The following transactions are carried out with related parties.
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | 1/1 - 31/12/2006 | 1/1 - 31/12/2005 | ||
| Sales of goods / services: | |||||
| To subsidiaries | - | - | 13.804 | 16.564 | |
| To other related parties | 5.710 | 9.156 | 1.405 | 8.049 | |
| 5.710 | 9.156 | 15.210 | 24.613 | ||
| Purchases of goods / services: | |||||
| From subsidiaries | - | - | 379 | 17.883 | |
| From other related parties | 3.441 | 8.389 | 1 | 1.654 | |
| 3.441 | 8.389 | 379 | 19.537 | ||
| Rental income: | |||||
| From subsidiaries | - | - | 368 | 201 | |
| From other related parties | 845 | 151 | 427 | 151 | |
| 845 | 151 | 796 | 352 | ||
| Purchases of fixed assets: | |||||
| From subsidiaries | - | - | 49 | 1.333 | |
| From other related parties | 3.731 | 5.355 | 2.838 | 5.355 | |
| 3.731 | 5.355 | 2.888 | 6.688 | ||
| Disposals of fixed assets: | |||||
| To subsidiaries | - | - | 152 | - | |
| To other related parties | - | - | 37 | - | |
| - | - | 189 | - |
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 companies, in which the major shareholder of the Company holds an interest share.
Company transactions with subsidiaries include transactions effected with Intracom Telecom group up to 30 June 2006. Purchases and sales of fixed assets with other related parties include transactions with the Telecom group.
(All amounts in €'000)
Year-end balances arising from transactions with related parties are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Receivables from related parties: | ||||
| From subsidiaries | - | - | 13.484 | 15.935 |
| From other related parties | 39.811 | 58.975 | 12.293 | 864 |
| 39.811 | 58.975 | 25.776 | 16.799 | |
| Payables to related parties | ||||
| To subsidiaries | - | - | 2.811 | 2.622 |
| To other related parties | 7.134 | 42.200 | 3.248 | - |
| 7.134 | 42.200 | 6.059 | 2.622 | |
| Net receivables from subsidiaries - segments contributed (*) | - | - | - | 41.248 |
(*) The above amount shown as a receivable in the Company's financial statements relates to the net difference between the bank overdrafts and the cash of the segments formed under the spin-off (see also note 18).
Total amount of €1.323 has been paid by the Company as directors' remuneration and key management compensation (2005: €3.532).
On 31 January 2007 a concession contract was signed between the Greek State, "Moreas S.A." and its shareholders - "Elliniki Technodomiki TEB S.A." (73,34%), "Pantechniki S.A." (13,33%) and "Intracom Holdings" (13,33%) - for the project "Design -Construction - Financing - Operation - Maintenance and Exploitation of the Corinth - Tripoli - Kalamata Freeway and the Leuktro Sparta Expressway Branch". This contract will be validated within the next 4 months by the Parliament and works will commence immediately after.
The construction period is anticipated to last 54 months and the total cost of the project is estimated at €1.004 million. The companies participating in the aforementioned joint-venture project are "Aktor S.A.", "Pantechniki S.A." and "Intrakat S.A.".
(All amounts in €'000)
The companies included in the consolidated financial statements and the related direct percentage interests held are as follows:
| Direct % interest | ||
|---|---|---|
| Company name | Country of incorporation | |
| * Intracom S.A Defence Electronic Systems | Greece | 100% |
| * HELLAS ON LINE | Greece | 100% |
| * Intracom Holdings International Ltd | Cyprus | 100% |
| - Intracom Technologies Ltd | Cyprus | 100% |
| - Fornax RT | Hungary | 67% |
| - Fornax Integrator | Hungary | 100% |
| - Fornax Informatika Doo Croatia | Croatia | 100% |
| - Fornax Slovakia | Slovakia | 100% |
| - Intracom Operations Ltd | Cyprus | 100% |
| - Intracom Group USA | United States | 100% |
| * Intracom IT Services | Greece | 100% |
| - Global Net Solutions Ltd | Bulgaria | 100% |
| - Dialogos SA | Greece | 51% |
| - Intracom Jordan Ltd | Jordan | 80% |
| - Intracom Exports Ltd | Cyprus | 100% |
| - Intracom Cyprus Ltd | Cyprus | 100% |
| - Intrasoft International SA | Luxemburg | 100% |
| - PEBE SA | Belgium | 100% |
| - Intrasoft SA | Greece | 100% |
| - Intrasoft International Belgium | Belgium | 100% |
| - Switchlink NV | Belgium | 65% |
| * Intrakat SA | Greece | 74% |
| - Inmaint SA | Greece | 60% |
| - ΚEPA Attica SA | Greece | 51% |
| - Intracom Construct SA | Romania | 87% |
| - Intrakat Romania SRL | Romania | 100% |
| - Eurokat SA | Greece | 82% |
| - Intradevelopment SA | Greece | 100% |
* Direct holding
(All amounts in €'000)
| Company name | Country of incorporation | Direct % interest held |
|---|---|---|
| * Intracom SA Telecom Solutions | Greece | 100% |
| - Intracom Bulgaria SA | Bulgaria | 70% |
| - Intracom Svyaz | Russia | 100% |
| - Intracom doo Skopje | Fyrom | 70% |
| - Intracom Telecom Holdings International Ltd ** | Cyprus | 92% |
| - Intracom Middle East FZE | UAE | 100% |
| - Intracom Middle East LLC | UAE | 100% |
| - Conklin Corporation | USA | 100% |
| - Intracom Doo Belgrade | Serbia | 100% |
| - Intracom Doo Armenia | Armenia | 100% |
| - Fornax RT | Hungary | 67% |
| - Fornax Integrator | Hungary | 100% |
| - Fornax Informatika Doo Croatia | Croatia | 100% |
| - Fornax Slovakia | Slovakia | 100% |
| * Intracom SA Defence Electronic Systems | Greece | 100% |
| * Intrakat SA | Greece | 74% |
| - Αitheras Energy SA | Greece | 100% |
| - Inmaint SA | Greece | 60% |
| - ΚEPA Attica SA | Greece | 51% |
| - Intracom Construct SA | Romania | 83% |
| - S.C. Technical Construct Intrakat SRL | Romania | 97% |
| - Eurokat SA | Greece | 82% |
| - Intralban SA | Albania | 55% |
| * Intracom IT Services | Greece | 100% |
| - Global Net Solutions Ltd | Bulgaria | 100% |
| - Dialogos SA | Greece | 51% |
| - Intracom Jordan Ltd | Jordan | 80% |
| - Intracom Exports Ltd | Cyprus | 100% |
| - Intracom Cyprus Ltd | Cyprus | 100% |
| - Intrasoft International SA | Luxemburg | 100% |
| - PEBE SA | Belgium | 100% |
| - Intrasoft SA | Greece | 100% |
| - Intrasoft International Belgium | Belgium | 100% |
| - Switchlink NV | Belgium | 65% |
| * Intracom Operations Ltd | Cyprus | 100% |
| - Intracom Group USA | United States | 100% |
| * Intrarom SA | Romania | 63% |
| * Intradevelopment SA | Greece | 48% |
| * Intracom Technologies Ltd | Cyprus | 100% |
* Direct holding
** 100% consolidation, due to direct holding of Intracom Holdings
(All amounts in €'000)
As described in note 2, "Reclassifications", cash and cash equivalents, for the purposes of the cash flow statement, comprised, up to the year 2005, of cash at bank and in hand, short term bank deposits and bank overdrafts. During the current year, management decided not to include bank overdrafts in cash and cash equivalents, and prior periods have been adjusted accordingly. A comparison with published annual financial statements is given below:
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Published | Published | |||||
| 1/1 - 31/12/2005 | 1/1 - 31/12/2005 | 1/1 - 31/12/2005 | 1/1 - 31/12/2005 | |||
| Net cash from operating activities | 12.371 | 12.371 | (74.627) | (74.627) | ||
| Net cash from investing activities | (72.972) | (72.972) | 92.299 | 92.299 | ||
| Cash flows from financing activities | ||||||
| Repayments of borrowings | (16.593) | (38.645) | (61.970) | - | ||
| Other cash flows from financing activities | 33.430 | 33.430 | 2.325 | 2.325 | ||
| Net cash from financing activities | 16.836 | (5.215) | (59.645) | 2.325 | ||
| Net increase/ (decrease) in cash and cash equivalents | (43.765) | (65.816) | (41.973) | 19.996 | ||
| Cash and cash equivalents at beginning of year | 139.516 | (19.304) | 108.836 | (44.809) | ||
| Exchange gains on cash and cash equivalents | 81 | 81 | - | - | ||
| Cash and cash equivalents at end of year | 95.832 | (85.040) | 66.863 | (24.812) |
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