Quarterly Report • Sep 23, 2015
Quarterly Report
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INTRACOM Holdings S.A.
Interim condensed financial statements
in accordance with International Accounting Standard 34
for the period 1 January to 30 September 2008
|--|
| Income statement - Group - 1/1-30/9/2008 | 3 |
|---|---|
| Income statement - Group - 1/7-30/9/2008 | 4 |
| Income statement - Company - 1/1-30/9/2008 | 5 |
| Income statement - Company - 1/7-30/9/2008 | 6 |
| Statement of changes in equity - Group | 7 |
| Statement of changes in equity - Company | 8 |
| Cash flow statement | 9 |
| Notes to the interim condensed financial statements | 10 |
| 1. General information |
10 |
| 2. Summary of significant accounting policies |
10 |
| 3. Roundings |
15 |
| 4. Segment Information |
16 |
| 5. Capital expenditure |
17 |
| 6. Available-for-sale financial assets |
18 |
| 7. Long-term loans receivable |
18 |
| 8. Share capital |
18 |
| 9. Borrowings |
19 |
| 10. Long-term liabilities |
19 |
| 11. Other gains / (losses) – net |
19 |
| 12. Finance income / (expenses) – net |
20 |
| 13. Income Tax |
20 |
| 14. Earnings per share |
21 |
| 15. Cash generated from operations |
22 |
| 16. Discontinued Operations |
22 |
| 17. Contingencies / Outstanding legal cases |
23 |
| 18. Capital Commitments |
23 |
| 19. Related party transactions |
24 |
| 20. Business combinations |
25 |
| 21. Post balance sheet events |
26 |
| 22. List of subsidiaries / associates |
27 |
| 23. Other information |
29 |
(All amounts in €'000)
| Group | Company | ||||
|---|---|---|---|---|---|
| ASSETS Non-current assets |
Note | 30/9/2008 | 31/12/2007 | 30/9/2008 | 31/12/2007 |
| Property, plant and equipment | 5 | 325.058 | 277.397 | 41.313 | 39.265 |
| Goodwill | 54.695 | 54.695 | - | - | |
| Intangible assets | 5 | 45.538 | 37.875 | 272 | 3.654 |
| Investment property | 5 | 56.485 | 50.049 | 59.522 | 55.244 |
| Investments in subsidiaries | - | - | 233.109 | 223.982 | |
| Investments in associates | 117.414 | 117.475 | 116.175 | 116.175 | |
| Available - for - sale financial assets | 6 | 22.704 | 24.525 | 17.808 | 16.769 |
| Deferred income tax assets | 1.584 | 1.616 | - | - | |
| Long-term loans | 7 | 7.704 | - | 7.704 | - |
| Trade and other receivables | 23.041 | 31.027 | 7.249 | 12.238 | |
| 654.223 | 594.659 | 483.152 | 467.327 | ||
| Current assets | |||||
| Inventories | 51.049 | 48.987 | - | - | |
| Trade and other receivables | 330.462 | 306.071 | 40.866 | 43.683 | |
| Construction contracts Financial assets at fair value through profit or loss |
28.720 648 |
20.772 1.245 |
- - |
- - |
|
| Current income tax assets | 14.743 | 13.848 | 5.373 | 4.971 | |
| Cash and cash equivalents | 79.642 | 76.573 | 18.310 | 32.935 | |
| 505.264 | 467.497 | 64.549 | 81.589 | ||
| Total assets | 1.159.486 | 1.062.156 | 547.701 | 548.917 | |
| EQUITY | |||||
| Capital and reserves attributable to the Company's equity holders |
|||||
| Share capital | 8 | 374.046 | 374.047 | 374.046 | 374.047 |
| Reserves | 104.187 | 136.942 | 134.441 | 137.433 | |
| 478.233 | 510.989 | 508.487 | 511.480 | ||
| Minority interest | 27.356 | 29.005 | - | - | |
| Total equity | 505.589 | 539.993 | 508.487 | 511.480 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Borrowings | 9 | 65.499 | 63.935 | - | - |
| Deferred income tax liabilities | 5.100 | 6.186 | 433 | 355 | |
| Retirement benefit obligations | 4.616 | 4.053 | 551 | 530 | |
| Grants | 7.909 | 1.763 | - | - | |
| Provisions for other liabilities and charges | 1.699 | 957 | - | - | |
| Trade and other payables | 10 | 37.363 122.186 |
7.928 84.822 |
- 985 |
- 885 |
| Current liabilities | |||||
| Trade and other payables | 252.257 | 242.094 | 16.994 | 22.645 | |
| Current income tax liabilities | 1.812 | 5.948 | - | 988 | |
| Construction contracts | 2.874 | 2.460 | - | - | |
| Borrowings | 9 | 266.553 | 180.598 | 21.094 | 12.777 |
| Provisions for other liabilities and charges | 8.216 | 6.240 | 142 | 142 | |
| 531.712 | 437.341 | 38.230 | 36.552 | ||
| Total liabilities | 653.898 | 522.163 | 39.214 | 37.436 | |
| Total equity and liabilities | 1.159.486 | 1.062.156 | 547.701 | 548.917 |
(All amounts in €'000)
| Note | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |||
|---|---|---|---|---|---|
| Continued operations |
Continued operations |
Discontinued operations |
Total | ||
| Sales | 4 | 354.570 | 289.178 | - | 289.178 |
| Cost of goods sold | (300.720) | (253.236) | - | (253.236) | |
| Gross profit | 53.850 | 35.942 | - | 35.942 | |
| Other operating income | 3.588 | 3.083 | - | 3.083 | |
| Other gains/ (losses) - net | 11 | 5.770 | 12.427 | - | 12.427 |
| Selling and research costs | (34.339) | (25.604) | - | (25.604) | |
| Administrative expenses | (39.319) | (30.090) | - | (30.090) | |
| Loss from the disposal of sub-group | 16 | - | - | (770) | (770) |
| Operating loss | 4 | (10.451) | (4.242) | (770) | (5.012) |
| Finance expenses | 12 | (21.517) | (9.934) | - | (9.934) |
| Finance income | 12 | 2.455 | 3.961 | - | 3.961 |
| Finance income/ (expenses)-net | (19.062) | (5.973) | - | (5.973) | |
| Share of profit/ (loss) of associates | (497) | 436 | - | 436 | |
| Loss before income tax | (30.009) | (9.779) | (770) | (10.549) | |
| Income tax expense | 13 | (2.848) | (14.421) | - | (14.421) |
| Loss (net) for the period | (32.858) | (24.200) | (770) | (24.970) | |
| Attributable to: | |||||
| Equity holders of the Company | (29.365) | (22.734) | (770) | (23.504) | |
| Minority interest | (3.492) | (1.466) | - | (1.466) | |
| (32.858) | (24.200) | (770) | (24.970) | ||
| Earnings per share for loss attributable to the equity holders of the Company during the year (expressed in € per share) |
|||||
| Basic | 14 | (0,22) | (0,17) | (0,01) | (0,18) |
| Diluted | 14 | (0,22) | (0,17) | (0,01) | (0,18) |
30 September 2008 (All amounts in €'000)
| 1/7 - 30/9/2008 | 1/7 - 30/9/2007 | |
|---|---|---|
| Continued operations |
Continued operations |
|
| Sales | 123.607 | 89.082 |
| Cost of goods sold | (105.913) | (81.715) |
| Gross profit | 17.694 | 7.366 |
| Other operating income | 1.390 | 1.182 |
| Other gains/ (losses) - net | 4.472 | 12.303 |
| Selling and research costs | (10.447) | (8.257) |
| Administrative expenses | (12.997) | (10.585) |
| Operating loss | 112 | 2.011 |
| Finance expenses | (5.745) | (5.348) |
| Finance income | 1.163 | 660 |
| Finance income/ (expenses)-net | (4.582) | (4.688) |
| Share of profit/ (loss) of associates | (549) | 194 |
| Loss before income tax | (5.020) | (2.483) |
| Income tax expense | (411) | (13.706) |
| Loss (net) for the period | (5.430) | (16.190) |
| Attributable to: | ||
| Equity holders of the Company | (3.776) | (14.920) |
| Minority interest | (1.655) | (1.269) |
| (5.430) | (16.190) | |
| Earnings per share for loss attributable to the equity holders of the Company during the year (expressed in € per share) |
||
| Basic | (0,03) | (0,11) |
| Diluted | (0,03) | (0,11) |
(All amounts in €'000)
| Note | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |||
|---|---|---|---|---|---|
| Continued operations |
Continued operations |
Discontinued operations |
Total | ||
| Sales | 4.149 | 9.154 | - | 9.154 | |
| Cost of goods sold | (3.800) | (8.748) | - | (8.748) | |
| Gross profit | 350 | 406 | - | 406 | |
| Other operating income | 4.512 | 3.254 | - | 3.254 | |
| Other gains/ (losses) - net | 1.835 | (392) | - | (392) | |
| Selling and research costs | (311) | (240) | - | (240) | |
| Administrative expenses | (9.544) | (4.802) | - | (4.802) | |
| Loss from the disposal of sub-group | 16 | - | - | (770) | (770) |
| Operating loss | (3.158) | (1.773) | (770) | (2.543) | |
| Finance expenses | 12 | (1.049) | (400) | - | (400) |
| Finance income | 12 | 1.006 | 3.369 | - | 3.369 |
| Finance income/ (expenses)-net | (43) | 2.969 | - | 2.969 | |
| Loss before income tax | (3.201) | 1.196 | (770) | 426 | |
| Income tax expense | 13 | (158) | (4.669) | - | (4.669) |
| Loss -net- for the period | (3.359) | (3.473) | (770) | (4.243) |
Earnings per share for profit/ (loss) attributable to the equity holders of the Company during the year (expressed in € per share)
| Basic | 14 | (0,03) | (0,02) | (0,01) | (0,03) |
|---|---|---|---|---|---|
| Diluted | 14 | (0,03) | (0,02) | (0,01) | (0,03) |
Interim condensed financial statements in accordance with IAS 34
30 September 2008 (All amounts in €'000)
| 1/7 - 30/9/2008 | 1/7 - 30/9/2007 | |
|---|---|---|
| Continued operations |
Continued operations |
|
| Sales | 1.271 | 2.156 |
| Cost of goods sold | (1.157) | (2.131) |
| Gross profit | 115 | 25 |
| Other operating income | 762 | 422 |
| Other gains/ (losses) - net | 1.912 | (398) |
| Selling and research costs | (81) | (162) |
| Administrative expenses | (2.807) | (1.681) |
| Operating loss | (99) | (1.793) |
| Finance expenses | (559) | (281) |
| Finance income | 548 | 495 |
| Finance income/ (expenses)-net | (10) | 214 |
| Loss before income tax | (110) | (1.579) |
| Income tax expense | 42 | (4.076) |
| Loss -net- for the period | (68) | (5.655) |
of the Company during the year (expressed in € per share)
| Basic | (0,00) | (0,04) |
|---|---|---|
| Diluted | (0,00) | (0,04) |
| Attributable to equity holders of the Company | ||||||
|---|---|---|---|---|---|---|
| Minority interest | Total equity | |||||
| Note | Share capital | Other reserves | Retained earnings | |||
| Balance at 1 January 2007 | 377.329 | 191.294 | (5.272) | 20.197 | 583.549 | |
| Loss -net- for the period | - | - | (23.504) | (1.466) | (24.970) | |
| Valuation of available - for - sale financial assets | - | 3.026 | - | 1.032 | 4.059 | |
| Currency translation differences | - | 218 | - | 12 | 230 | |
| Total recognised income and expense | - | 3.244 | (23.504) | (421) | (20.680) | |
| Treasury shares | (3.509) | - | - | - | (3.509) | |
| Expenses on issue of share capital | (12) | - | (460) | - | (472) | |
| Effect of changes in the group structure | - | 1.432 | (1.432) | 4.257 | 4.257 | |
| Effect of acquisitions and changes in minority interest | - | 15 | 161 | 4.399 | 4.574 | |
| Dividends paid for 2006 | - | (13.126) | - | (182) | (13.308) | |
| Transfer | - | (512) | (21) | 533 | - | |
| (3.522) | (12.192) | (1.751) | 9.006 | (8.458) | ||
| Balance at 30 September 2007 | 373.808 | 182.347 | (30.528) | 28.784 | 554.410 | |
| Balance at 1 January 2008 | 374.047 | 186.632 | (49.690) | 29.005 | 539.993 | |
| Loss -net- for the period | - | - | (29.365) | (3.492) | (32.858) | |
| Valuation of available - for - sale financial assets | 6 | - | (2.064) | - | (756) | (2.820) |
| Disposal of investments available for sale | - | 326 | - | - | 326 | |
| Currency translation differences | - | (610) | - | (44) | (654) | |
| Total recognised income and expense | - | (2.348) | (29.365) | (4.293) | (36.006) | |
| Issue of share capital | - | - | - | 4.243 | 4.243 | |
| Expenses on issue of share capital | (1) | - | (819) | (193) | (1.013) | |
| Stock options plans | - | 135 | - | - | 135 | |
| Change of percentage in the minority interest | 20 | - | (9) | (1.497) | (1.506) | |
| Dividend | - | - | - | (257) | (257) | |
| Transfer | - | 649 | (998) | 349 | - | |
| (1) | 784 | (1.826) | 2.644 | 1.601 | ||
| Balance at 30 September 2008 | 374.046 | 185.069 | (80.882) | 27.356 | 505.589 |
(All amounts in €'000)
| Note | Share capital | Other reserves | Retained earnings |
Total equity | |
|---|---|---|---|---|---|
| Balance at 1 January 2007 | 377.329 | 159.500 | 35 | 536.864 | |
| Loss -net- for the period | - | - | (4.243) | (4.243) | |
| Valuation of available - for - sale financial assets | - | 155 | - | 155 | |
| Total recognised income and expense | - | 155 | (4.243) | (4.088) | |
| Treasury shares | (3.509) | - | - | (3.509) | |
| Expenses on issue of share capital | (12) | - | - | (12) | |
| Dividends paid for 2006 | - | (13.126) | - | (13.126) | |
| Balance at 30 September 2007 | 373.808 | 146.530 | (4.209) | 516.129 | |
| Balance at 1 January 2008 | 374.047 | 143.281 | (5.848) | 511.480 | |
| Loss -net- for the period | - | - | (3.359) | (3.359) | |
| Valuation of available - for - sale financial assets | 6 | - | 40 | - | 40 |
| Disposal of investments available for sale | - | 326 | - | 326 | |
| Total recognised income and expense | - | 366 | (3.359) | (2.993) | |
| Expenses on issue of share capital | (1) | - | - | (1) | |
| Balance at 30 September 2008 | 374.046 | 143.647 | (9.206) | 508.487 |
(All amounts in €'000)
| Group | Company | ||||
|---|---|---|---|---|---|
| Notes | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |
| Cash flows from operating activities | |||||
| Cash generated from operations | 15 | 21.265 | (5.902) | 20 | (2.914) |
| Interest paid | (16.469) | (9.904) | (1.049) | (400) | |
| Income tax paid | (8.443) | (2.733) | (1.091) | (811) | |
| Net cash generated from operating activities | (3.646) | (18.540) | (2.120) | (4.126) | |
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment (PPE) | (54.704) | (49.451) | (351) | (2.243) | |
| Purchase of investment property | (7.920) | (8) | (7.669) | - | |
| Purchase of intangible assets | (19.562) | (1.996) | (0) | - | |
| Proceeds from sale of PPE | 599 | 3.621 | - | 2.011 | |
| Proceeds from sale of intangible assets | 2.205 | 26 | - | - | |
| Acquisition of financial assets at fair value through profit or loss | (114) | (30) | - | - | |
| Acquisition of available - for - sale financial assets | 6 | (6.532) | (1.771) | (6.532) | (1.732) |
| Sale of financial assets at fair value through profit or loss | 51 | 169 | - | - | |
| Sale of available - for - sale financial assets | 6 | 5.493 | 33 | 5.493 | - |
| Acquisition of subsidiaries, net of cash acquired | 20 | (571) | (46.020) | (170) | - |
| Increase of share capital of subsidiaries | 4.242 | - | (11.798) | (46.300) | |
| Acquisition of associates | (918) | (9.340) | - | (9.340) | |
| Sale of subsidiaries | 20 | 4.877 | 29.230 | 4.877 | 29.576 |
| Sale of associates | - | 746 | - | - | |
| Dividends received | 84 | - | 2.236 | 1.600 | |
| Interest received | 2.082 | 977 | 634 | 383 | |
| Cash of subsidiary due to change in consolidation method | - | 8.722 | - | - | |
| Loans granted | 7 | (7.332) | - | (7.332) | - |
| Net cash from investing activities | (78.019) | (65.093) | (20.612) | (26.045) | |
| Cash flows from financing activities | |||||
| Purchase of treasury shares | - | (3.509) | - | (3.509) | |
| Expenses on issue of share capital | (1.351) | (472) | (1) | (12) | |
| Dividends paid to shareholders | (209) | (13.203) | (209) | (13.203) | |
| Dividends paid to minority shareholders | (257) | (182) | - | - | |
| Proceeds from borrowings | 125.308 | 189.944 | 11.800 | 25.440 | |
| Repayments of borrowings | (42.727) | (108.675) | (3.480) | (845) | |
| Grants received | 6.530 | - | - | - | |
| Repayments of finance leases | (2.559) | (2.613) | (3) | (8) | |
| Net cash from financing activities | 84.734 | 61.289 | 8.107 | 7.862 | |
| Net increase/(decrease) in cash and cash equivalents | 3.069 | (22.343) | (14.625) | (22.308) | |
| Cash and cash equivalents at beginning of period | 76.573 | 115.477 | 32.935 | 72.531 | |
| Cash and cash equivalents at end of period | 79.642 | 93.134 | 18.310 | 50.223 |
INTRACOM Holdings S.A., with the distinctive title "INTRACOM HOLDINGS" ("INTRACOM"), was incorporated in Greece and its shares are traded in the Athens Stock Exchange.
Intracom Group operates, through its subsidiaries and associates, in developing products, providing services and undertaking complex, integrated and advanced technology projects in the telecommunications, defence, public administration, and banking & finance industries and has also activities in the construction sector and the telecommunications sector. The parent company operates as a holding company. The Group operates in Greece, U.S.A, Bulgaria, Romania, as well as in other foreign countries (see note 22).
The Company's registered office is at 19 km Markopoulou Ave., Peania Attikis, Greece. Its website address is www.intracom.com.
These interim condensed financial statements of the Group and the Company have been approved for issue by the Board of Directors on 26 November 2008.
These interim condensed financial statements consist of the stand alone financial statements of Intracom Holdings S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group") for the period 1/1 – 30/9/2008. They have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".
These interim condensed financial statements must be examined together with the annual financial statements for the year 2007, as published on the Group's website www.intracom.com.
The accounting policies used for the preparation and the presentation of the interim condensed financial statements are consistent with those applied for the preparation and presentation of the annual financial statements of the Company and the Group for the financial year ended 31 December 2007.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets at fair value through profit or loss and derivative financial instruments.
IAS 39 (Amendment) "Financial Instruments: Recognition and Measurement" and IFRS 7 (Amendment) "Financial instruments: Disclosures" – Reclassification of Financial Assets (effective prospectively from 1 July 2008)
This amendment permits an entity to reclassify non-derivative financial assets (other than those designated at fair value through profit or loss by the entity upon initial recognition) out of the fair value through profit or loss category in particular circumstances. The amendment also permits an entity to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and receivables (if the financial asset had not been designated as available for sale), if the entity has the intention and ability to hold that financial asset for the foreseeable future. This amendment will not have any impact on the Group's financial statements.
IFRIC 11 – IFRS 2 "Group and Treasury share transactions" (effective for annual periods beginning on or after 1 March 2007)
(All amounts in €'000)
This interpretation clarifies the treatment where employees of a subsidiary receive the shares of a parent. It also clarifies whether certain types of transactions are accounted for as equity-settled or cash-settled transactions. This interpretation is not expected to have any impact on the Group's financial statements.
IFRIC 12 "Service Concession Arrangements" (effective for annual periods beginning on or after 1 January 2008)
IFRIC 12 outlines an approach to account for contractual (service concession) arrangements arising from entities providing public services. It provides that the operator should not account for the infrastructure as property, plant and equipment, but recognise a financial asset and/or an intangible asset. The Group is in the process of assessing the impact of this standard on its financial statements.
IFRIC 14 "The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" (effective for annual periods beginning on or after 1 January 2008)
IFRIC 14 provides guidance on how to assess the limit on the amount of surplus in a defined benefit scheme that can be recognised as an asset under IAS 19 Employee Benefits. It also explains how this limit, also referred to as the "asset ceiling test", may be influenced by a minimum funding requirement and aims to standardize current practice. The Group expects that this Interpretation will have no impact on its financial position or performance as the Group does not operate any funded plans.
IAS 23 (Amendment) "Borrowing costs" (effective for annual periods beginning on or after 1 January 2009)
The benchmark treatment in the existing standard of expensing all borrowing costs to the income statement is eliminated in the case of qualifying assets. All borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset must be capitalised. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. In accordance with the transitional requirements of the Standard, the Group will adopt this as a prospective change. Accordingly, borrowing costs will be capitalised on qualifying assets with a commencement date after the effective date. No changes will be made for borrowing costs incurred to this date that have been expensed.
IAS 39 (Amended) "Financial Instruments: Recognition and Measurement" – Eligible Hedged Items (effective for annual periods beginning on or after 1 July 2009)
This amendment is not applicable to the Group as it does not apply hedge accounting in terms of IAS 39.
IFRS 1 (Amendment) "First time adoption of IFRS" and IAS 27 (Amendment) "Consolidated and separate financial statements" (effective for annual periods beginning on or after 1 January 2009)
As the parent company and all its subsidiaries have already transitioned to IFRS , the amendment will not have any impact on the Group's financial statements.
IFRS 2 (Amendment) "Share Based Payment" – Vesting Conditions and Cancellations (effective for annual periods beginning on or after 1 January 2009)
The Group expects that this Interpretation will have no impact on its financial statements.
IFRS 8 "Operating Segments" (effective for annual periods beginning on or after 1 January 2009)
IFRS 8 replaces IAS 14 'Segment Reporting' and adopts a management-based approach to segment reporting. The information reported would be that which management uses internally for evaluating the performance of operating segments and allocating resources to those segments. This information may be different from that reported in the balance sheet and income statement and entities will need to provide explanations and reconciliations of the differences. The Group is in the process of assessing the impact of this standard on its financial statements and will adopt IFRS 8 from 1 January 2009.
(All amounts in €'000)
IFRS 3 (Revised) "Business Combinations" and IAS 27 (Amended) "Consolidated and Separate Financial Statements" (effective for annual periods beginning on or after 1 July 2009)
A revised version of IFRS 3 Business Combinations and an amended version of IAS 27 Consolidated and Separate Financial Statements were issued by IASB on January 10, 2008. IFRS 3R introduces a number of changes in the accounting for business combinations which will impact the amount of goodwill recognized, the reported results in the period that an acquisition occurs, and future reported results. Such changes include the expensing of acquisition-related costs and recognizing subsequent changes in fair value of contingent consideration in the profit or loss (rather than by adjusting goodwill). IAS 27R requires that a change in ownership interest of a subsidiary is accounted for as an equity transaction. Therefore such a change will have no impact on goodwill, nor will it give raise to a gain or loss. Furthermore the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes introduced by IFRS 3 and IAS 27 must be applied prospectively and will affect future acquisitions and transactions with minority interests.
IAS 1 has been revised to enhance the usefulness of information presented in the financial statements and is effective for annual periods beginning on or after 1 January 2009. The key changes are: the requirement that the statement of changes in equity include only transactions with shareholders, the introduction of a new statement of comprehensive income ("comprehensive income") that combines all items of income and expense recognised in profit or loss together with "other comprehensive income", and the requirement to present restatements of financial statements or retrospective application of a new accounting policy as at the beginning of the earliest comparative period. The Group will apply these amendments and make the necessary changes to the presentation of its financial statements in 2009.
The Group does not expect these amendments to impact its financial statements.
IFRIC 13 "Customer Loyalty Programmes" (effective for annual periods beginning on or after 1 July 2008)
The Group expects that this Interpretation will have no impact on its financial statements as no such schemes currently exist.
IFRIC 15 "Agreements for the construction of real estate" (effective for annual periods beginning on or after 1 January 2009)
This interpretation addresses the diversity in accounting for real estate sales. Some entities recognise revenue in accordance with IAS 18 (i.e. when the risks and rewards in the real estate are transferred) and others recognise revenue as the real estate is developed in accordance with IAS 11. The interpretation clarifies which standard should be applied to particular. The Group is in the process of assessing the impact of this interpretation on its financial statements.
IFRIC 16 "Hedges of a net investment in a foreign operation" (effective for annual periods beginning on or after 1 October 2008)
This interpretation is not relevant to the Group as the Group does not apply hedge accounting for any investment in a foreign operation.
The amendments set out below describe the key changes to IFRSs following the publication in May 2008 of the results of the IASB's annual improvements project. Unless otherwise stated the following amendments are effective for annual periods beginning on or after 1 January 2009.
(All amounts in €'000)
The amendment clarifies that some rather than all financial assets and liabilities classified as held for trading in accordance with IAS 39 "Financial instruments: Recognition and measurement" are examples of current assets and liabilities respectively. The Group will apply this amendment from 1 January 2009 but it is not expected to have an impact on the Group's financial statements.
This amendment requires that entities whose ordinary activities comprise renting and subsequently selling assets present proceeds from the sale of those assets as revenue and should transfer the carrying amount of the asset to inventories when the asset becomes held for sale. A consequential amendment to IAS 7 states that cash flows arising from purchase, rental and sale of those assets are classified as cash flows from operating activities. The amendment will not have an impact on the Group's operations because none of the companies in the Group have ordinary activities that comprise renting and subsequently selling assets.
The changes to this standard are as follows:
The Group will apply theses amendments from 1 January 2009. It is not expected that these amendments will have an impact on the Group financial statements.
The amendment requires that the benefit of a below-market rate government loan is measured as the difference between the carrying amount in accordance with IAS 39 "Financial instruments: Recognition and measurement" and the proceeds received with the benefit accounted for in accordance with IAS 20. The amendment will not have an impact on the Group's operations.
This amendment states that where an investment in a subsidiary that is accounted for under IAS 39 "Financial instruments: Recognition and measurement" is classified as held for sale under IFRS 5 "Non-current assets held for sale and discontinued operations" that IAS 39 would continue to be applied. The amendment will not have an impact on the Group's financial statements because it is the Group's policy for an investment in a subsidiary to be recorded at cost in the standalone accounts.
In terms of this amendment, an investment in associate is treated as a single asset for the purposes of impairment testing and any impairment loss is not allocated to specific assets included within the investment. Reversals of impairment are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the associate increases. The Group will apply this amendment from 1 January 2009.
This amendment states that where an investment in associate is accounted for in accordance with IAS 39 "Financial instruments: Recognition and measurement" only certain, rather than all disclosure requirements in IAS 28 need to be made in addition to disclosures required by IAS 32 "Financial Instruments: Presentation" and IFRS 7 "Financial Instruments: Disclosures". The amendment will not have an impact on the Group's financial statements.
The guidance in this standard has been amended to reflect the fact that a number of assets and liabilities are measured at fair value rather than historical cost. The amendment will not have an impact on the Group's operations, as none of the Group's subsidiaries or associates operate in hyperinflationary economies.
This amendment states that where an investment in joint venture is accounted for in accordance with with IAS 39 "Financial instruments: Recognition and measurement" only certain, rather than all disclosure requirements in IAS 31 need to be made in addition to disclosures required by IAS 32 "Financial Instruments: Presentation" and IFRS 7 "Financial Instruments: Disclosures". The amendment will not have an impact on the Group's operations as there are no interests held in joint ventures accounted for in terms of IAS 39.
This amendment requires that were fair value less costs to sell is calculated on the basis of discounted cash flows, disclosures equivalent to those for value-in-use calculation should be made. The Group will apply this amendment and provide the required disclosure where applicable for impairment tests from 1 January 2009.
This amendment states that a payment can only be recognised as a prepayment if that payment has been made in advance of obtaining right of access to goods or receipt of services. This amendment effectively means that once the Group has access to the goods or has received the services then the payment has to be expensed. The Group will apply this amendment from 1 January 2009.
This amendment deletes the wording that states that there is "rarely, if ever" support for use of a method that results in a lower rate of amortisation than the straight line method. The amendment will not currently have an impact on the Group's operations as all intangible assets are amortised using the straight line method.
The changes to this standard are as follows:
(All amounts in €'000)
The Group will apply the IAS 39 (Amendment) from 1 January 2009. It is not expected to have an impact on the Group's financial statements.
The amendment states that property that is under construction or development for future use as investment property is within the scope of IAS 40. Where the fair value model is applied, such property is, therefore, measured at fair value. However, where fair value of investment property under construction is not reliably measurable, the property is measured at cost until the earlier of the date construction is completed and the date at which fair value becomes reliably measurable. The Group is in the process of assessing the impact of this amendment on its financial statements.
The amendment will not have an impact on the Group's operations as no agricultural activities are undertaken.
The amendment clarifies that all of a subsidiary's assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control, and relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met. A consequential amendment to IFRS 1 states that these amendments are applied prospectively from the date of transition to IFRS. The Group will apply this amendment prospectively to all partial disposals of subsidiaries from 1 January 2010.
Differences between amounts presented in the financial statements and corresponding amounts in the notes result from rounding differences.
The segment results for the period 1/1-30/9/2008 were as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems |
Construction | Telecom operations |
Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Sales | 20.816 | 99.662 | 51.897 | 110.142 | 69.832 | 2.221 | 354.570 |
| Operating profit/(loss) Finance costs - net |
(122) | 2.309 | 4.309 | 5.120 | (21.149) | (919) | (10.451) (19.062) |
| Share of profit/ (loss) of associates |
(590) | - | - | 65 | - | 28 | (497) |
| Loss before income tax | (30.009) |
The segment results from continuing operations for the period 1/1-30/9/2007 were as follows:
| Telecommunications systems |
Technology solutions for government and banking sector |
Defence systems |
Construction | Telecom operations |
Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Sales | 24.396 | 86.092 | 59.332 | 88.266 | 28.212 | 2.880 | 289.178 |
| Operating profit/(loss) Finance costs - net |
(1.598) | 48 | 3.923 | 2.388 | (17.738) | 8.735 | (4.242) (5.973) |
| Share of profit/ (loss) of associates |
748 | - | - | (76) | (234) | (3) | 436 |
| Loss before income tax | (9.779) |
Τhe column "unallocated" includes the gain from the changes of the interest holding in the subsidiary company Hellas on Line amounting to €6.362 and €12.252 for the periods 1/1 – 30/9/2008 and 1/1 – 30/9/2007 (see note 11).
(All amounts in €'000)
| Property, plant | Intangible | Investment | ||
|---|---|---|---|---|
| and equipment | assets | property | Total | |
| Net book amount at 1 January 2007 | 144.097 | 13.264 | 63.170 | 220.531 |
| Additions | 58.084 | 1.996 | 8 | 60.089 |
| Acquisition of subsidiaries/ Change in conslolidation | 47.554 | 12.502 | - | 60.055 |
| Disposals | (3.625) | (26) | - | (3.651) |
| Depreciation charge | (10.800) | (4.628) | (379) | (15.807) |
| Transfers | 6.420 | - | (6.420) | - |
| Other movements | (58) | (327) | (189) | (573) |
| Net book amount at 30 September 2007 | 241.671 | 22.782 | 56.190 | 320.644 |
| Net book amount at 1 January 2008 | 277.397 | 37.875 | 50.049 | 365.321 |
| Additions | 63.808 | 19.562 | 7.920 | 91.290 |
| Acquisition of subsidiaries | - | - | 418 | 418 |
| Disposals | (663) | (2.321) | - | (2.984) |
| Depreciation charge | (16.922) | (9.630) | (447) | (26.999) |
| Transfers | 1.499 | - | (1.499) | - |
| Other movements | (61) | 52 | 43 | 35 |
| Net book amount at 30 September 2008 | 325.058 | 45.538 | 56.485 | 427.081 |
| Property, plant and equipment |
Intangible assets |
Investment property |
Total | |
|---|---|---|---|---|
| Net book amount at 1 January 2007 | 55.272 | 5.253 | 46.603 | 107.129 |
| Additions | 2.728 | - | - | 2.728 |
| Disposals | (2.309) | - | - | (2.309) |
| Depreciation charge | (1.074) | (1.209) | (485) | (2.768) |
| Transfers | (10.810) | - | 10.810 | - |
| Net book amount at 30 September 2007 | 43.807 | 4.045 | 56.928 | 104.780 |
| Net book amount at 1 January 2008 | 39.265 | 3.654 | 55.244 | 98.163 |
| Additions | 351 | - | 7.669 | 8.020 |
| Disposals | (1) | (2.321) | - | (2.322) |
| Depreciation charge | (1.044) | (1.060) | (650) | (2.754) |
| Transfers | 2.742 | - | (2.742) | - |
| Net book amount at 30 September 2008 | 41.313 | 272 | 59.522 | 101.107 |
30 September 2008 (All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 30/9/2008 | 31/12/2007 | 30/9/2008 | 31/12/2007 | |
| Balance at the beginning of the period | 24.525 | 12.010 | 16.769 | 9.030 |
| Additions | 6.532 | 1.639 | 6.532 | 1.600 |
| Change in method of consolidation | - | 110 | - | - |
| Disposals | (5.532) | (15) | (5.532) | - |
| Fair value gains / (losses) | (2.820) | 1.782 | 40 | (3.093) |
| Impairment | - | (107) | - | (107) |
| Transfer from associates | - | 9.106 | - | 9.340 |
| Balance at the end of the period | 22.704 | 24.525 | 17.808 | 16.769 |
The Company participated in the issue of a subordinated bond loan of a total amount of €55.000 by Moreas SA, in which Intracom Holdings holds an interest of 13,33%. The Company participated in the issue of the bond loan up to its percentage shareholding in Moreas SA (13,33%), paying an amount of €7.332. The loan carries a floating interest rate (6m Euribor plus 4% margin). The interest for the period up to 30.09.2008 amounted to € 372.
| Number of shares |
Share capital Share premium | Treasury shares |
Total | ||
|---|---|---|---|---|---|
| Balance at 1 January 2007 | 132.122.415 | 187.442 | 194.102 | (4.215) | 377.329 |
| Employee share option scheme | |||||
| Proceeds from shares issued | 88.581 | 125 | 116 | - | 241 |
| Expenses on issue of share capital | - | - | (14) | - | (14) |
| 132.210.996 | 187.567 | 194.204 | (4.215) | 377.556 | |
| Treasury shares | (865.815) | - | - | (3.509) | (3.509) |
| Balance at 31 December 2007 | 131.345.181 | 187.567 | 194.204 | (7.724) | 374.047 |
| Balance at 1 January 2008 | 131.345.181 | 187.567 | 194.204 | (7.724) | 374.047 |
| Expenses on issue of share capital | - | - | (1) | - | (1) |
| Balance at 30 September 2008 | 131.345.181 | 187.567 | 194.204 | (7.724) | 374.046 |
On 30 September 2008 the Company's share capital comprises 133.026.017 shares with a nominal value of €1,41 each. The Company also holds 1.680.836 treasury shares that have been acquired in previous years. The total amount paid to acquire the shares amounted to €7.724, and has been deducted from shareholders' equity.
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 30/9/2008 | 31/12/2007 | 30/9/2008 | 31/12/2007 | |
| Bank loans | 261.105 | 174.971 | 21.094 | 12.774 |
| Finance lease liabilities | 58.536 | 7.473 | - | 3 |
| Bond loans | 12.411 | 62.090 | - | - |
| Total borrowings | 332.052 | 244.533 | 21.094 | 12.777 |
| Non-current borrowings | 65.499 | 63.935 | - | - |
| Current borrowings | 266.553 | 180.598 | 21.094 | 12.777 |
| 332.052 | 244.533 | 21.094 | 12.777 |
Loans received during the current period for the Group relate to short term bank loans.
The increase in trade and other payables during the current period for the Group is attributable to the increase in customers' advances in the construction segment.
During the second quarter of 2008, due to the change in the minority interests following the merger of the companies Hellas on Line and Unibrain, the Group recorded a gain of €1.819, which is included in the income statement of the period (see note 20). On 25 September 2008 Intracom Holdings disposed of 2,69% holding in the subsidiary Hellas on Line to third parties which resulted to a gain of €4.542 and €2.206 for the Group and the Company respectively (see note 20).
The comparatives for the period 1/1 – 30/9/2007 include the gain of €12.252 for the Group from the disposal of an interest holding in the subsidiary company Hellas on Line to third parties.
(All amounts in €'000)
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |
| Finance expenses | ||||
| - Bank borrowings | (10.292) | (5.720) | (683) | (392) |
| - Bond loans | (2.555) | (1.640) | - | - |
| - Finance leases | (375) | (393) | - | (0) |
| - Letters of credit and related costs | (1.002) | (883) | (1) | (8) |
| - Interest and advances | (5.453) | - | - | - |
| Net losses from exchange differences | (251) | (30) | - | - |
| Other | (1.588) | (1.268) | (365) | - |
| (21.517) | (9.934) | (1.049) | (400) | |
| Finance income | ||||
| Interest income | 1.626 | 2.674 | 962 | 2.082 |
| Net gains from derivative financial instruments | - | 1.287 | - | 1.287 |
| Other | 829 | - | 44 | - |
| 2.455 | 3.961 | 1.006 | 3.369 | |
| Finance expenses /( income )- net | (19.062) | (5.973) | (43) | 2.969 |
The net gains from derivatives for the period 1/1 – 30/9/2007 relate to interest rate swaps of €100.000 nominal value. The Company had closed these positions during the first semester of 2007.
The interest from advances for the Group relates to interest-bearing advances for construction contracts with the Greek State.
The remaining increase in finance expenses during the current period is attributable to the increase in borrowings (see note 9).
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | ||
| Current tax | 3.584 | 3.421 | 79 | 524 | |
| Deffered tax | (736) | 11.000 | 78 | 4.145 | |
| Total | 2.848 | 14.421 | 158 | 4.669 |
For the period 1/7 – 30/9/2007 and following the completion of the tax audit for the years 2005 and 2006, the income tax expense for the Company increased by (a) €497 due to additional taxes imposed and (b) €4.656 due to the write-off of a deferred tax asset (resulting from the disallowance of prior years' tax losses). In addition, for the same period, the income tax expense for the Group increased by €5.820 as a result of a write-off by HoL of a deferred tax asset, due to its merger by absorption by Unibrain S.A., and the non-transferability of the tax losses to the new company.
Basic earnings per share is calculated by dividing the profit / (loss) attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares.
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |
| Profit / (loss) attributable to equity holders of the Company | (29.365) | (23.504) | (3.359) | (4.243) |
| Weighted average number of ordinary shares in issue (thousands) | 131.345 | 131.583 | 131.345 | 131.583 |
| Basic earnings/ (losses) per share (€ per share) | (0,22) | (0,18) | (0,03) | (0,03) |
| - From continued operations | (0,22) | (0,17) | (0,03) | (0,02) |
| - From discontinued operatons | 0,00 | (0,01) | 0,00 | (0,01) |
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding under the assumption of the conversion of all dilutive potential ordinary shares, such as stock options. For the stock options a calculation is carried out 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 described above, is compared to the number of shares that would have been issued assuming that the stock options would be exercised.
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |
| Profit / (loss) attributable to equity holders of the Company | (29.365) | (23.504) | (3.359) | (4.243) |
| Weighted average number of ordinary shares in issue (thousands) Adjustment for |
131.345 | 131.583 | 131.345 | 131.583 |
| Share options (thousands) | - | 130 | - | 130 |
| Weighted average number of ordinary shares for diluted earnings per share (thousands) |
131.345 | 131.712 | 131.345 | 131.712 |
| Diluted earnings per share (€ per share) | (0,22) | (0,18) | (0,03) | (0,03) |
| - From continued operations | (0,22) | (0,17) | (0,03) | (0,02) |
| - From discontinued operatons | 0,00 | (0,01) | 0,00 | (0,01) |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | |
| Profit/ (loss) for the period | (32.858) | (24.970) | (3.359) | (4.243) | |
| Adjustments for: | |||||
| Tax | 2.848 | 14.421 | 158 | 4.669 | |
| Depreciation of PPE | 16.922 | 10.800 | 1.044 | 1.074 | |
| Amortisation of intangible assets | 9.630 | 4.628 | 1.060 | 1.209 | |
| Depreciation of investment property | 447 | 379 | 650 | 485 | |
| Impairment | 65 | 85 | - | 85 | |
| Loss on sale of PPE | 64 | 4 | - | 298 | |
| Profit on sale of intangible assets | (70) | - | (69) | - | |
| Fair value losses/ (profit) of financial assets at fair value through profit or loss | 562 | (78) | - | - | |
| Losses from sale of financial assets through profit or loss | 98 | - | - | - | |
| Losses/ (gains) from sale of available-for-sale financial assets | 365 | (9) | 365 | (2) | |
| Losses / (profit) from sale of subsidiary | 20 | (6.362) | (11.482) | (2.206) | 770 |
| Profit from sale of associates | - | (303) | - | - | |
| Stock option plans | 135 | - | - | - | |
| Interest income | (2.455) | (977) | (1.006) | (383) | |
| Interest expense | 21.517 | 9.904 | 1.049 | 400 | |
| Dividends income | (84) | - | (2.236) | (1.700) | |
| Depreciation of grants received | (384) | (420) | - | - | |
| Share of profit / (loss) from associates | 497 | (436) | - | - | |
| Exchange profit | (178) | 307 | - | - | |
| 10.761 | 1.853 | (4.549) | 2.662 | ||
| Changes in working capital | |||||
| Inventories | (2.061) | (659) | - | - | |
| Trade and other receivables | (25.288) | (19.454) | 9.819 | (12.070) | |
| Trade and other payables | 35.001 | 19.042 | (5.272) | 10.943 | |
| Provisions | 2.289 | (2.804) | - | - | |
| Retirement benefit obligations | 564 | 595 | 22 | 25 | |
| Derivative financial instruments | - | (4.475) | - | (4.475) | |
| 10.504 | (7.755) | 4.569 | (5.576) | ||
| Cash generated from operations | 21.265 | (5.902) | 20 | (2.914) |
On 30 September 2006, the Company disposed of 51% holding in its subsidiary company Intracom S.A. Telecom Solutions ("Intracom Telecom Group") to Concern Sitronics, subsidiary of Sistrema, for €120 mil. The loss from the disposal was recorded in the income statement of the period 1/4 – 30/6/2006. During the third quarter of 2007, the sales price was finalized and the Group and the Company recorded an additional loss of €770.
The Group and the Company have contingent liabilities in respect of banks, other guarantees and other matters arising in the ordinary course of business as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30/9/2008 | 31/12/2007 | 30/9/2008 | 31/12/2007 | |
| Guarrantees for advance payments | 102.443 | 92.771 | 66.352 | 65.159 |
| Guarrantees for good performance | 155.636 | 122.250 | 80.854 | 69.335 |
| Guarrantees for participation in contests | 7.823 | 15.872 | 7.823 | 10.483 |
| Other | 3.033 | 5.183 | - | - |
| 268.934 | 236.076 | 155.029 | 144.976 |
The Company has given guarantees to banks for subsidiaries' loans amounting to €318.397 and for finance lease contracts amounting to €844.
In addition, the Company has guaranteed the contractual liabilities of an associate company.
There is an outstanding legal case against a subsidiary company from the Ministry of Merchant Marine (MMM) concerning violations during the execution of a project completed and delivered to the MMM in a prior period. The penalties and rebates that were initially claimed amounted to €29 mil., amount which has been reduced to €9 mil., following a settlement. Moreover, an amount of € 5,8m was rendered payable, out of which, under a court decision, the payment of € 2,9 mil. was postponed and the remaining payment of € 2,9 mil. (plus surcharges) was settled. In the case that the court decides in favour of the Company, the amount already paid will be returned. The Company's management assesses that this amount may be further reduced. 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.
Specific major shareholders of Teledome S.A. took legal action against Intracom Holdings, a subsidiary company and key management personnel, requesting among others, to abolish the annulment of the earlier decision for the merger of Hellas on Line, Unibrain and Teledome. Through this lawsuit, an amount of approximately €141 mil. is claimed from the parent company and the subsidiary, for the loss and the moral damage that the plaintiffs allege to have suffer. The Group's management and its lawyers assess that the possibility of any material liabilities arising for the Group in relation to this case is very low.
The tax audit of the Company for the unaudited tax year 2007 is currently in progress. Due to the existence of tax losses the Company does not expect that material additional taxes will arise.
Accordingly, there are unaudited tax years for subsidiary companies of the Group and consequently their tax liabilities have not been rendered final. The unaudited tax years for the group companies are presented in note 22.
It is not anticipated that any material liabilities will arise from the contingent liabilities.
As at the balance sheet date there were capital commitments for PPE of €14.015 for the Group and nil for the Company (31/12/2007: €31.562 for the Group and nil for the Company).
(All amounts in €'000)
The following transactions are carried out with related parties:
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | 1/1 - 30/9/2008 | 1/1 - 30/9/2007 | ||
| Sales of goods / services: | |||||
| To subsidiaries | - | - | 3.423 | 7.591 | |
| To associates | 5.322 | 5.107 | 416 | 519 | |
| To other related parties | 3.867 | 304 | - | - | |
| 9.189 | 5.411 | 3.840 | 8.110 | ||
| Purchases of goods / services: | |||||
| From subsidiaries | - | - | 364 | 124 | |
| From associates | 7.478 | 6.887 | - | 13 | |
| From other related parties | 459 | - | - | - | |
| 7.937 | 6.887 | 364 | 137 | ||
| Rental income: | |||||
| From subsidiaries | - | - | 1.158 | 224 | |
| From associates | 519 | 487 | 400 | 379 | |
| From other related parties | 313 | 140 | 287 | 115 | |
| 832 | 627 | 1.845 | 717 | ||
| Dividends income: | |||||
| From subsidiaries | - | - | 2.236 | 1.700 | |
| Sales and purchases of fixed assets | |||||
| Purchases of fixed assets: | |||||
| From subsidiaries | - | - | 21 | 2.632 | |
| From associates | 18.852 | 16.203 | - | - | |
| 18.852 | 16.203 | 21 | 2.632 | ||
| Disposals of fixed assets: | |||||
| To subsidiaries | - - |
- - |
2.391 2.391 |
- - |
Services from and to related parties, as well as sales and purchases of goods take place on the basis of the price lists in force with non-related parties. Other related parties are mainly associates and companies in which the major shareholder of the Company holds an interest share.
(All amounts in €'000)
Period/Year-end balances arising from transactions with related parties are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30/9/2008 | 31/12/2007 | 30/9/2008 | 31/12/2007 | |
| Receivables from related parties: | ||||
| From subsidiaries | - | - | 21.375 | 18.214 |
| From associates | 13.926 | 25.910 | 9.324 | 13.742 |
| From other related parties | 15.506 | 15.987 | 1.387 | 1.383 |
| 29.432 | 41.897 | 32.086 | 33.339 | |
| Payables to related parties | ||||
| To subsidiaries | - | - | 1.532 | 2.182 |
| To associates | 47.270 | 39.224 | 9.533 | 13.051 |
| To other related parties | 2.076 | 1.847 | 101 | 101 |
| 49.346 | 41.070 | 11.165 | 15.334 |
For the nine months to 30 September 2008, a total of €1.279 was paid by the Company as key management compensation. (1/1-30/9/2007: €1.170).
On 21 April 2008, the General Meetings of shareholders approved the merger of Hellas on Line and Unibrain by absorption of the former by the latter. The merger was approved by the appropriate governmental authorities on 7 May 2008.
Following the approval of the merger, the absorbing company Unibrain was renamed "Hellas on Line". Prior to the merger the Group held a 92,22% interest in Hellas on Line and a 28,48% interest in Unibrain. The Group consolidated both companies under the full consolidation method.
After the merger, and based on the share exchange agreement, Intracom Holdings holds a 84,26% interest in the current Hellas on Line. Due to the change in the minority interests, the Group recorded a gain of €1.819, which is included in the income statement of the current period under "Other gains / (losses) – net", with a corresponding decrease in the minority interests in equity.
On 25 September 2008 the Company disposed of 2,69% holding in the subsidiary HoL for €4.877. The Group recorded a gain of €4.542 in the income statement under "Other gains / (losses) – net", with an increase of €335 in the minority interests in equity. The Company recorded a gain of €2.206 from this transaction.
On 23 April 2007, the subsidiary company HoL acquired 100% of the share capital of Attica Telecommunications S.A. for €47.030 in cash (including transaction costs of €730).
30 September 2008 (All amounts in €'000)
The carrying amounts of the assets and liabilities of Attica Telecommunicatons S.A. at the acquisition date, as well as their fair values, as determined upon the completion of the purchase price allocation process, are as follows:
| Assets | Carrying Amounts | Fair Values |
|---|---|---|
| Property, plant and equipment | 30.291 | 33.397 |
| Intangible assets | 142 | 12.232 |
| Deffered income tax assets/ (liabilities) | 258 | (3.541) |
| Trade and other receivables | 10.252 | 10.252 |
| Cash and cash equivalents | 1.010 | 1.010 |
| Other assets | 40 | 40 |
| 41.994 | 53.391 | |
| Liabilities | ||
| Borrowings | 11.000 | 11.000 |
| Trade and other payables | 13.380 | 13.380 |
| Provisions for other liabilities and charges | 88 | 88 |
| 24.468 | 24.468 | |
| Equity | 17.526 | 28.923 |
| Purchase price | 47.030 | |
| Goodwill | 18.107 |
The fair values include the intangible assets recognised at acquisition, namely the customer relationships of €12.090, the fair value of the telecommunications network, as well as the corresponding deferred tax on these assets of €3.799.
In the annual financial statements at 31 December 2007, the fair values were determined provisionally and the resulting goodwill amounted to €21.069. The decrease in goodwill by €2.962 upon the completion of the purchase price allocation process is due to the valuation of customer relationships at €12.090 compared to €8.140 that was determined during the provisional allocation and the corresponding deferred tax.
On 20 June 2008, the subsidiary company Intracom Construct Srl (party of Intrakat sub-group) with registered office in Romania, acquired 100% of the share capital of Oikos Properties Srl. The net cash outflow from the acquisition of the subsidiary amounted to €401. No goodwill arose from the acquisition.
On 26 July 2007, the newly established subsidiary company IT Services Denmark A/S acquired a business engaging in the provision of services, for a consideration of €4.600. In the annual financial statements at 31 December 2007, the entire purchase price was presented as goodwill. Upon the completion of the purchase price allocation process in the current period, goodwill decreased by €2.390, liabilities decreased by €428 and customer relationships of €229, trade name of €661, computer software of €951 and property, plant and equipment of €121 were recognized.
In April 2008 the company SC Plurin Telecommunications srl with registered office in Romania was founded by the subsidiary Intrakat International Ltd with percentage holding 50%. The cost of participation amounted to €0,5 which was paid in full. The company has been consolidated for the first time in the second quarter of 2008 under the equity method.
In September 2008 the company Alpha Mogilany Development SP Z.O.O with registered office in Poland was founded by the subsidiary Intrakat International Ltd with percentage holding 25%. The cost of participation amounted to €917 which was paid in full. The company has been consolidated for the first time in the third quarter of 2008 under the equity method.
No significant events occurred after the balance sheet date.
Information about the subsidiaries and associates, as well as the joint ventures of the Group as at 30 September 2008 is presented below.
| Name | Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years |
|---|---|---|---|---|
| * Intracom S.A Defence Electronic Systems | Greece | 100% | Full | 2007 |
| 77,98% | ||||
| * HELLAS ON LINE | Greece | (see note:1) | Full | - |
| - Attica Telecommunications SA** | Greece | 100% | Full | - |
| - Unibrain Inc | USA | 100% | Full | From establishment -2007 |
| * Intracom Holdings International Ltd | Cyprus | 100% | Full | From establishment -2007 |
| - Intracom Technologies Ltd | Cyprus | 100% | Full | From establishment -2007 |
| - Fornax RT | Hungary | 67% | Full | 2003, 2006-2007 |
| - Fornax Integrator | Hungary | 100% | Full | 2001-2007 |
| - Fornax Informatika Doo Croatia | Croatia | 100% | Full | 2005-2006 |
| - Fornax Slovakia | Slovane | 100% | Full | 2005-2007 |
| - Intracom Operations Ltd | Cyprus | 100% | Full | From establishment -2007 |
| - Intracom Group USA | USA | 100% | Full | From establishment -2007 |
| * Intracom IT Services | Greece | 100% | Full | From establishment -2007 |
| - Global Net Solutions Ltd | Bulgary | 100% | Full | From establishment -2007 |
| - Dialogos SA | Greece | 39% | Full | 2004-2007 |
| -Data Bank SA | Greece | 90% | Full | From establishment -2007 |
| - Intracom Jordan Ltd | Jordan | 80% | Full | 2007 |
| - Intracom IT Services Denmark AS** | Denmark | 100% | Full | Established in 2007 |
| - Intracom Exports Ltd | Cyprus | 100% | Full | From establishment -2007 |
| - Intracom Cyprus Ltd | Cyprus | 100% | Full | From establishment -2007 |
| - Intrasoft International SA | Luxemburg | 97% | Full | 2007 |
| - PEBE SA | Belgium | 100% | Full | From establishment -2007 |
| - Intrasoft SA | Greece | 99% | Full | 2006-2007 |
| - Intrasoft International Belgium | Belgium | 100% | Full | 2004-2006 |
| - Switchlink NV | Belgium | 65% | Full | From establishment -2007 |
* Direct holding
Note. 1: The total shareholding in Hellas on Line is 81,57% through the participation of Intracom IT Services.
(All amounts in €'000)
| Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years | |
|---|---|---|---|---|
| Name | ||||
| * Intrakat SA | Greece | 74% | Full | 2006-2007 |
| - Inmaint SA | Greece | 62% | Full | 2005-2007 |
| - ΚEPA Attica SA | Greece | 51% | Full | 2005-2007 |
| - Intracom Construct SA | Romania | 94% | Full | 2006-2007 |
| - Eurokat SA | Greece | 82% | Full | 2006-2007 |
| - Intrakat International Ltd** | Cyprus | 100% | Full | - |
| -Oikos Properties SRL.** | Romania | 95% | Full | 2007 |
| - Intradevelopment SA | Greece | 100% | Full | 2004-2007 |
| -SC Plurin Telecommunications SRL** | Romania | 50% | Equity | - |
| -Alpha Mogilany Development SP Z.O.O** | Poland | 25% | Equity | - |
| J./V. Mohlos - Intrakat (Tennis.) | Greece | 50% | Equity | 2006-2007 |
| J./V. Mohlos - Intrakat (Swimm.) | Greece | 50% | Equity | 2003-2007 |
| J./V. Panthessalikon Stadium | Greece | 15% | Equity | 2003-2007 |
| J./V. Elter-Intrakat (EPA Gas) | ||||
| Greece | 45% | Equity | 2003-2007 | |
| J./V. Intrakat - Gatzoulas | Greece | 50% | Equity | 2004-2007 |
| J./V. Elter-Intrakat-Εnergy | Greece | 40% | Equity | 2005-2007 |
| J./V. "Αth.Techniki-Prisma Domi"-Ιntrakat | Greece | 50% | Equity | 2005-2007 |
| J./V. Intrakat-Ergaz-ALGAS | Greece | 33% | Equity | 2005-2007 |
| J./V. Intrakat - Elter (Maintenance N.Section) | Greece | 50% | Proportional | 2006-2007 |
| J./V. Intrakat - ΑΤΤΙΚΑΤ (Εgnatia Οdos) | Greece | 50% | Proportional | 2006-2007 |
| J./V. Intrakat - Elter (Alex/polis pipeline) | Greece | 50% | Proportional | 2006-2007 |
| J./V. Intrakat - Elter (Xiria) | Greece | 50% | Proportional | 2006-2007 |
| J./V. Intrakat - Elter (Road diversion- Arta) | Greece | 30% | Proportional | 2006-2007 |
| J./V. Intrakat - Elter (Natural gas installation project | Greece | 30% | ||
| Schools) | Proportional | 2006-2007 | ||
| J./V. Intrakat - Elter ( Natural Gas Installation | Greece | 49% | ||
| Project Attica Northeast & South ) | Proportional | 2006-2007 | ||
| J./V. Intrakat - Intracom Telecom (DEPA Network) | Greece | 70% | Proportional | 2007 |
| J./V. Intrakat - Elter (Broadband networks) | Greece | 50% | Proportional | 2007 |
| J./V. Intrakat - Elter (Natural Gas installation project | Greece | 50% | ||
| - Schools EPA 3) | Proportional | 2007 | ||
| J./V. Intrakat - Elter (Natural Gas pipelines 2007 | ||||
| Northeastern Attica Region-EPA 4) | Greece | 50% | Proportional | 2007 |
| J./V.Intrakat- Elter(Gas Distrib.Network Expansion) | Greece | 50% | Proportional | 2007 |
| J./V. ΑΚΤOR ΑΤΕ - LOBBE TZILALIS - | Greece | 33% | ||
| EUROKAT ATE (Ily Administration Κ.Ε.L.) | Proportional | 2007 | ||
| J./V. ΑΚΤOR ΑΤΕ - Pantechniki SA - Intrakat (J./V. | Greece | 13% | ||
| Μoreas) | Proportional | - | ||
| J./V. Intrakat - Elter (ΕPA 5) - Natural Gas | Greece | 50% | ||
| Installation Central Region | Proportional | 2007 | ||
| J./V. Intrakat - Elter (EPA 6) - Natural Gas | Greece | 50% | ||
| Installation South Region | Proportional | 2007 | ||
| J./V. Intrakat - Elter ( Hospital of Aikaterini) | Greece | 50% | Proportional | - |
| J./V. Intrakat - Elter (Hospital of Corfu) | Greece | 50% | Proportional | - |
| J./V. Intrakat Elter (EPA 7) - Natural Gas | Greece | 49% | ||
| Distribut.Network Attica** | Proportional | 2007 | ||
| J./V. Ιntrakat Elter -Natural Gas Suppl.Network | ||||
| Lamia-Thiva-Chalkida** | Greece | 50% | Proportional | 2007 |
| J./V. Eurokat-ΕΤΒO- Central Library Building | ||||
| Construction(Contractor) ** | Greece | 70% | Proportional | - |
| J./V. Intrakat - Elter (Completion of Ionio Building, | ||||
| General Clinic)** | Greece | 50% | Proportional | - |
* Direct holding
30 September 2008 (All amounts in €'000)
| Name | Country of incorporation |
Direct % interest held |
Consolidation Method |
Unaudited Tax Years |
|---|---|---|---|---|
| * Moldovan Lottery | Moldova | 33% | Equity | 2007 |
| * Intracom Telecom Solutions SA | Greece | 49% | Equity | 2003-2007 |
| -Intracom Bulgaria S.A. | Bulgary | 100% | Full | 1998-2007 |
| -Intracom Svyaz Ltd. | Russia | 100% | Full | From establishment -2007 |
| -Intracom Doo Skopje | FYROM | 100% | Full | 2006-2007 |
| -Intralban Sha | Albania | 95% | Full | 2005-2007 |
| -Intrarom S.A. | Romane | 67% | Full | 2004-2007 |
| -Intracom Telecom Holdings International Ltd | Cyprus | 100% | Full | From establishment -2007 |
| - Intracom Middle East L.L.C. | Un.Ar.Emirates | 100% | Full | Not applicable |
| - Connklin Corporation | USA | 100% | Full | 2001-2007 |
| - Intracom Telecom solutions S.R.L. | Moldove | 100% | Full | From establishment -2007 |
| - Intracom doo Belgrade | Serbia | 100% | Full | From establishment -2007 |
| - Intracom doo Armenia | Armenia | 100% | Full | 2007 |
| - Intracom Telecom Technologies Ltd. | Cyprus | 100% | Full | From establishment -2007 |
| - Intracom Telecom Operations Ltd. | Cyprus | 100% | Full | From establishment -2007 |
| - Intracom Telecom Solutions Saudi Arabia** | Sad.Arabia | 95% | Full | Established in 2007 |
(**) These companies have been included in the Group for the first time in the current period ending 30 September 2008 (Oikos Properties Srl was acquired by the Group, while the remaining companies are newly formed companies).
Teledome was included in the consolidated financial statements for the period 1/1-30/9/2007, but not in the current period's financial statements (1/1 – 30/9/2008).
Except for the above, there are no further changes in the consolidation method for the companies included in the group financial statements.
Intracom Holdings is committed to financially support its subsidiary Hellas on Line to continue as a going concern, as guarantor for its borrowings and through the provision of further finance that may be necessary in the future, until such time as the subsidiary successfully completes the contemplated domestic offering and it is able to service its liabilities as they fall due within the ordinary course of business for the foreseeable future. In October 2008, Hellas on Line contracted a syndicated bond loan for a total amount of €144,5 mil. and duration of 6 years. The funds raised will be used for the refinancing of existing borrowings. On 20 November 2008, the Board of Directors of Hellas on Line decided to submit to the upcoming Extraordinary General Meeting of the shareholders on 12 December 2008, the proposal for a share capital increase through cash with the participation of existing shareholders. The amount of the share capital increase will be determined before the Extraordinary General Meeting of the shareholders, taking into consideration the prevailing at that time market conditions.
On 17 November 2008 the Extraordinary General Meeting of the subsidiary company Intrakat approved of the company's share capital increase due to the acquisition of the Public and Private Construction segments of the companies Cybarco ATE, TH. KARAGIANNIS S.A. and Eurokat S.A., as well as due to the capitalization of reserve.
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