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Metlen Energy & Metals

Quarterly Report Mar 23, 2016

2755_10-k_2016-03-23_b67ff68d-c874-424e-9dc9-07d0f4e04b63.pdf

Quarterly Report

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According to 4/507/28.04.2009 resolution of Greek Capital Committee,

COMPANY PROFILE

Company website: www.mytilineos.gr Board of Directors:

Discontinuing Operations Total

  1. Companies included in the consolidated financial statements with the corresponding participation of interest as well as the method of consolidation for the period 1/1-31/12/2015 Less:

Supervising Authority: Amounts in 000's € Hellenic Ministry of Development, Competitiveness, Infrastructure, Transport and Networks in Greece, General Secretariat of Commerce, General Directorate of Inland Commerce, Directorate of Societes Anonymes and Credit

Continuing Operations Discontinuing Operations Total Continuing Operations Sales Turnover 1.382.873 4.004 1.386.877 1.232.604 7.713 1.240.318 Date of approval of the Financial Statements by the Board of Directors: 22 March 2016 Gross profit / (loss) 226.520 (1.572) 224.948 240.819 2.307 243.126 The Certified Auditor: Emmanouil Mihalios, Athanasios Xynas Profit / (Loss) before tax, financial and investment results 174.247 (4.675) 169.572 197.630 (220) 197.410 Auditing Company: GRANT THORNTON Profit / (Loss) before tax 108.791 (4.713) 104.078 136.311 (259) 136.052 Type of Auditor's opinion: Unqualified opinion - emphasis of matters Less taxes (28.379) - (28.379) (22.643) - (22.643) Profit / (Loss) after tax (A) 80.412 (4.713) 75.699 113.667 (259) 113.408 Equity holders of the parent Company 52.261 (4.713) 47.548 65.149 (259) 64.890 Minority Interests 28.151 - 28.151 48.519 - 48.519 Other comprehensive income after tax (B) 18.154 - 18.154 (18.266) - (18.266) Total comprehensive income after tax (A) + (B) 98.567 (4.713) 93.853 95.401 (259) 95.142 Owners of the Company 71.351 (4.713) 66.638 53.579 (259) 53.320 31/12/2015 31/12/2014 31/12/2015 31/12/2014 Minority Interests 27.215 - 27.215 41.823 - 41.823 Net profit after tax per share (in Euro/share) 0,4470 (0,0403) 0,4067 0,5572 (0,0022) 0,5550 Profit / (Loss) before tax, financial and investment results (2.506) 7.341 THE GROUP 1/1-31/12/2015 1/1-31/12/2014 THE COMPANY

Total comprehensive income after tax (A) + (B)
98.567
(4.713) 93.853 95.401 (259) 95.142
THE GROUP THE COMPANY Owners of the Company
71.351
(4.713) 66.638 53.579 (259) 53.320
31/12/2015 31/12/2014 31/12/2015 31/12/2014 Minority Interests
27.215
- 27.215 41.823 - 41.823
Net profit after tax per share (in Euro/share)
0,4470
(0,0403) 0,4067 0,5572 (0,0022) 0,5550
Tangible Assets 1.070.375 1.063.357 9.746 9.924 Profit / (Loss) before tax, financial,
Intangible Assets 239.506 240.927 68 72 investment results, depreciation and amortization
234.103
(3.265) 230.838 253.896 1.295 255.191
Other non current assets 528.309 388.725 651.112 860.717
Inventories 239.276 152.287 11 11 THE COMPANY
Trade Receivables 470.014 407.018 85 9.494 1/1-31/12/2015 1/1-31/12/2014
Other Current Assets 351.924 428.432 44.833 3.699
Non current assets available for sale - - - - Sales Turnover
13.528
14.410
Total Assets 2.899.404 2.680.746 705.855 883.917 Gross profit / (loss)
26
24
Profit / (Loss) before tax, financial and investment results
(2.506)
7.341
EQUITY AND LIABILITIES Profit / (Loss) before tax
(1.705)
(4.728)
Share Capital 113.643 125.335 113.408 125.100 Less taxes
1.434
2.504
Treasury stock reserve - - - - Profit / (Loss) after tax (A)
(271)
(2.224)
Retained earnings and other reserves 850.714 784.218 370.915 371.177 Equity holders of the parent Company
(271)
(2.224)
Equity attributable to parent's Shareholders (a) 964.358 909.553 484.324 496.277 Minority Interests
-
-
Minority Interests (b) 265.980 251.672 - - Other comprehensive income after tax (B)
10
(49)
Total Equity (c) = (a) + (b) 1.230.338 1.161.226 484.324 496.277 Total comprehensive income after tax (A) + (B)
(261)
(2.273)
Long term Borrowings 404.278 524.023 - 151.981 Owners of the Company
(261)
(2.273)
Provisions and other long term liabilities 294.132 278.102 58.918 78.885 Minority Interests
-
-
Short term borrowings 323.258 162.838 24.375 12.999 Net profit after tax per share (in Euro/share)
(0,0023)
(0,0190)
Other short term liabilities 647.399 554.557 138.238 143.776 Profit / (Loss) before tax, financial,
Non current liabilities available for sale - - - - investment results, depreciation and amortization
(2.161)
7.725
Total Liabilities (d) 1.669.066 1.519.520 221.531 387.640
TOTAL EQUITY AND LIABILITIES (c) + (d) 2.899.404 2.680.746 705.855 883.917
Receivables 731 42.098

CASH FLOW STATEMENT Amounts in 000's € Amounts in 000's € 1/1-31/12/2015 1/1-31/12/2014 1/1-31/12/2015 1/1-31/12/2014 respectively) 1.230.338 1.161.226 484.324 496.277 Interest expense 54.563 60.438 15.441 20.118 Adjustments related to working capital accounts or to operating activities (Increase)/Decrease in stocks (81.131) (24.897) - - (Increase)/Decrease in trade receivables (104.579) 145.739 10.657 14.399 Increase / (Decrease) in liabilities (excluding banks) (41.291) (106.518) (15.806) (15.588) are being presented in note 3.9 of the Annual Financial Statements. Interest expense paid (50.752) (54.285) (10.377) (13.586) Income tax paid (20.824) (14.353) (760) - Cash flows from discontinuing operating activities (720) (903) - - Cash flows from operating activities (a) (85.173) 171.059 (15.974) (10.202) Investing activities (Acquisition ) / Sale of subsidiaries (less cash) (2) (1.473) - (288) Purchases of tangible and intandible assets (44.881) (54.588) (163) (83) Acquisition of associates (2.450) (6) - - Sale of tangible and intangible assets 282 7.466 - 15 4. Group's assets are pledged for an amount of 499,8 m as bank debt collateral. Purchase of financial assets held-for-sale (108) - - - Return of capital from Subsidiary - - 157.600 - Sale of financial assets held-for-sale - 5 - - Sale of financial assets at fair value through profit and loss 4.660 21.529 540 - Purchase of financial assets at fair value through profit and loss (6.832) (18.676) - - 6. Capital Expenditure for the period 01/01-31/12/2015 : Group €44.881 thousand and Company €163 thousand. Grants received 599 - - - Interest received 1.825 5.157 3 102 Cash received from loans to associates - - - - Loans to / from related parties - - - - 7. Related party transactions and balances for the reported period, according to I.A.S. 24 are as follows: Dividends received 160 4 16.080 7.796 Amounts in 000's € THE GROUP THE COMPANY Cash flows from discontinuing investing activities - - - - Revenues 193 25.714 Other cash flows from investing activities 1 24 - - Expenses 4.189 21.255 Cash flows from investing activities (b) (46.745) (40.557) 174.060 7.543 Liabilities 45 157.042 Proceed from issue of capital - - - - Key management personnel compensations 17.976 3.280 Sale / (purchase) of treasury shares - - - - Receivables from key management personnel - - Tax payments (3) (37) - - Payables to key mananagement personnel - 54 Proceeds from borrowings 295.593 187.296 13.190 - THE GROUP THE COMPANY

31/12/2015 THE GROUP
31/12/2014
THE COMPANY
31/12/2015
31/12/2014 Operating activities 1/1-31/12/2015 1/1-31/12/2014 1/1-31/12/2015 1/1-31/12/2014
Equity at the beginning of the period (01.01.2015 and 01.01.2014
respectively)
1.161.226 1.090.347 496.277 504.568 Profit before tax (continuing operations) 108.791 136.311 (1.705) (4.728)
Total comprehensive income for the period after tax (continuing/
discontinuing operations)
93.853 95.143 (261) (2.273) Profit before tax (discontinuing operations) (4.713) (259) - -
Increase / (Decrease) in Share Capital (11.692) 317 (11.692) - Adjustments for:
Dividends paid (12.988) (7.770) - - Depreciation 61.266 57.781 345 384
Impact from acquisition of share in subsidiaries - (211) - - Impairments 42 1.970 42 -
Treasury shares purchased (3) (37) - - Provisions (1.051) (3.598) (457) -
Other movements from subsidiaries - - - (6.018) Exchange differences (3.763) (16.662) 2.889 (3.155)
Changes in Equity from Sale of Subsidiary (59) (16.564) - - Other Operating Results (508) (12) - -
Treasury Stock Sales/Purchases - - - - Results (income, expenses, gains and losses) of insting activities (503) (9.693) (16.241) (8.047)
Equity at the end of the period (31.12.2015 and 31.12.2014
Loan repayments (251.000) (186.159) (159.122) -
8. In the Statement of Changes in Equity, the amounts included in the line "Total comprehensive income for the period after tax (continuing/ discontinuing operations)" Dividends paid (13.787) (7.965) - -
for 31 December 2015 and 2014 are presented in the table below: Payment of finance lease liabilities (11.702) - (11.692) -
Cash flow discontinuing financing activities - - - -
THE GROUP THE COMPANY Cash flows from continuing financing activities (c) 19.101 (6.865) (157.623) -
31/12/2015 31/12/2014 31/12/2015 31/12/2014 Net (decrease) / increase in cash and cash
equivalents of the period (a) + (b) + (c)
(112.817) 123.636 462 (2.659)
Net profit (loss) for the period 75.699 113.408 (271) (2.224) Cash and cash equivalents at beginning of period 313.428 181.769 786 3.443
Exchange differences on translation of foreign operations 17.960 (13.940) - - Foreign exchange differences 249 8.022 0 3
Cash Flow hedging reserve 197 (2.252) - - Net cash at the end of the period 200.859 313.427 1.249 786

Maroussi, 22 March 2016

THE PRESIDENT OF THE BOARD & CHIEF EXECUTIVE OFFICER THE CHIEF EXECUTIVE DIRECTOR GROUP FINANCE

the International Financial Reporting Standards and the Auditor's Report, when this is required, are published. Indicatively, the reader can visit the company's web site, where the above financial statements are posted.

  1. The fiscal years that have not been inspected by the tax authorities for each of the Group's companies are being presented in note 4.35.1 of the Annual Financial Statements. For the fiscal year 2012 and 2013, the Group companies which were subject to tax audit by statutory auditors or audit firm, received a Tax Compliance Certificate free of disputes in 2013 and 2014 accordingly. For the 2014 tax audit, the companies of the Group which operate in Greece have been subjected to a tax audit by Sworn Auditors according to article 65A par. 1 of law 4174/2013 and of law 4262/2014. Said tax audit has been completed during 2015 and the tax certificates were distributed by the statutory auditors. For fiscal year 2015, the tax audit which is being carried out by the auditors is not expected to result in a significant variation in tax liabilities incorporated in the financial statements. The tax audit for the parent company Mytilineos S.A. for the fiscal years 2007-2010 has been completed by the relevant authorities of Ministry of Finance. The differences that arose from said tax audit amounts to €760k.

The reader who aims to form a full opinion on the company's financial position and results, must access the company's website where the financial statements prepared according to The figures presented below aim to give summary information about the financial position and results of MYTILINEOS S.A. and its subsidiaries.

THE GROUP THE COMPANY
31/12/2015 31/12/2014 31/12/2015 31/12/2014
Actuarial gain/ (losses) (770) (2.501) 14 (68)
Held for sale Financial Assets - - - -
Deferred tax of actuarial gain/(losses) 120 427 (4) 19
Deferred tax of cash flow hedging 647
Change in reserves from tax rate alteration
Total comprehensive income for the period after tax (continuing/
- - - -
discontinuing operations) 93.853 95.141 (261) (2.273)
  1. In December 2015, SOMETRA S.A., contributed the Zinc-Lead activity, through a spin – off process, to its newly established subsidiary Reycom Recycling S.A. (REYCOM). The said spin - off is part of the "Mytilineos Group" restructuring process, regarding the Zinc-Lead discontinued operation, targeting on the production of Zn & Pb oxides through the development of a recycling operation of metallurgical residues.

Company's No 23103/06/Β/90/26 in the register of Societes Anonymes

5-7 Patroklou Str. Maroussi

FIGURES AND INFORMATION FOR THE FISCAL YEAR OF 1 JANUARY 2015 UNTIL 31 DECEMBER 2015

INCOME STATEMENT

EVANGELOS MYTILINEOS - President & CEO, IOANNIS MYTILINEOS - Vice President non-executive, GEORGE KONTOUZOGLOU - Executive Director-executive member, SOFIA DASKALAKI - nonexecutive, WADE BURTON - non-executive, APOSTOLOS GEORGIADIS - independent non-executive, CHRISTOS ZEREFOS, independent non-executive, MICHALIS HANDRIS - independent nonexecutive

STATEMENT OF FINANCIAL POSITION Amounts in 000's €

ADDITIONAL DATA AND INFORMATION

  1. The basic accounting policies in the consolidated balance sheet of 31 December 2014 have not been altered.

  2. The number of employees at the end of the current reporting period amounts for the Group to 1.853 and for the Company to 72. Accordingly, on 31/12/2014, amounted for the amounts for the Group to 1.807 and for the Company to 73.

16.On 24/7/2015 METKA signed the sixth contract for the construction of Patriot anti-ballistic missile defense systems for Raytheon Company, destined for the government of Saudi Arabia. The contractor is INTRACOM Defense Electronics through an agreement with Raytheon Company/IDS (Integrated Defense Systems) and the project is the construction and delivery of 42 semi-trailers and 36 launcher platforms. The total contractual value is \$ 37,9 million and final deliveries are anticipated in 2018.

starting on 01/07/2015 and for three years with a total contractual budget of € 13,6 million.

  1. In 31/12/2014 the transitional mechanism for the Capacity Remuneration expired and regarding the new Flexibility Remuneration Mechanism, which is expected to come into force from 1/1/2015, the public consultation process has been completed from January 2015 and pending the approval of the DG Competition of EU in order for the Regulatory Authority for Energy (RAE) to issue its relevant decision. However, until the date of the annual financial statements of Mytilineos Group, DG Competition has not yet given its expected approval as it is still pending the response of the Greek Government's authorities in its final requests. As a result of that, the operating results before taxes, financials and depreciation/amortization (EBITDA) of Mytilineos Group for 2015, have been reduced by the amount of approximately 46mio €.

I.D. No ΑΒ 649316/2006 I.D. No ΑΖ 556040/2008 I.D. No ΑΕ 044243/2007 I.D. No Π 195231/1989

EVANGELOS MYTILINEOS IOANNIS KALAFATAS IOANNIS MYTILINEOS ANASTASIOS DELIGEORIS

18.In June 2015, the subsidiary company METKA S.A. announced thestart of the commercial operation of a combined-cycle 143 ΜW power station in Zarka, Jordan, on behalf of Samra Electric Power Co. (SEPCO). The project is the engineering, procurement, construction, and commissioning of a 143 MW power station as an extension to the existing power plant, adding an ALSTOM open-cycle unit to the already operating open-cycle facilities. The project's budget is \$ 143 million and 11 million JOD. The commercial operation is expected to be completed at the end of 2015.

19.In September, METKA's 100% subsidiary, Power Projects Sanayi İnşaat Ticaret Limited Şirketi (Power Projects Limited) had signed a major contract to provide a fast-track EPC as well as Operation and Maintenance support for a 250MW Power Plant in Ghana.The contract was signed with the Government of Ghana and METKA's partners in the deal, Ameri Energy. By the award of this new contract METKA adds its share in this deal, which exceeds \$360mio, in its current backlog. 10.Regarding the briefing note that ADMIE sent to the subsidiary company Aluminium of Greece, please refer to note 4.35.2 of the Annual Financial Statements 2015.

11.Regarding the power purchase agreement between ALUMINIUM OF GREECE and PPC please refer to note 4.35.2 of the Annual Financial Statements 2015.

12.There are other contingent liabilities against the Group, amounting to 5.46 m€, for which no provision is formed on the results since the outcome of these is deemed uncertain. Moreover there are Groups' claims against third parties amounting to 72.02 m€. (Note 4.35.2 of the Annual Financial Statements)

13.There is a pending legal claim of the parent company METKA from a supplier of € 28.1 million which relates to compensation for poor performance. The defendant company has filed a declaratory action claiming that it has no obligation to pay the Company the above amount. The Company shall acknowledge in its results the amount that may be assigned to it at the time of a positive outcome and recovery. For the above case, the defendant company has also requested arbitration against the absorbed company RODAX S.A., the cases of which are automatically taken over by METKA.

14.On 09/06/2015 METKA signed a contract with the Public Electricity Company for the procurement, installation, commissioning and "turn-key" delivery of 2 new gas-turbine, open-cycle TURBOMACH TITAN 130 units, with a power of 13.060 kW at the generators' terminals, in ISO conditions and light-oil fueled (LFO), for the Paros and Mykonos power units. The contractual value is € 16,5 million and the project shall be realized with a fast-track process.

20.On 29/10/2015 , the subsidiary company METKA S.A. signed a new contract with SPA, Société Algérienne de Gestion du Réseau de Transport de l'Electricité GRTE in a joint venture with its subsidiary POWER PROJECTS, for the engineering, procurement, construction and commissioning of an open-type High-Voltage Substation AIS 220/60, 2x120MVA at site conditions. The total budget for METKA S.A. is € 14.4 plus DZD 571.6 million (total approx. € 19.7 million) and the time schedule is 24 months.

  1. In October, the subsidiary company METKA S.A. announced the establishment of the new affiliated company METKA EGN, as a result of the joint venture with EGNATIA Group. By the end of the reporting period, METKA EGN, has signed contracts for turn-key engineering, procurement and construction (EPC) and operations and maintenance (O&M) for seven solar photovoltaic (PV) power plants with a total capacity exceeding 116MW and contract value of approximately of Euro 112 million. The largest of the contracts is with Oriana Energy, LLC, a subsidiary of the Sonnedix Group for a large scale 57MW project in Puerto Rico. Furthermore, six contracts have been signed for projects in the United Kingdom with leading investors – including Lightsource and Moser Baer, and Canadian Solar which is a new client for METKA EGN.

22.On 23/11/2015, the subsidiary company METKA S.A. signed a new contract with the Public Electricity Company S.A. for the design and engineering, industrialization, tests on site, procurement, transportation and storage of the equipment at the project's facilities, the erection, construction, assembly, installation, tests on site and commissioning of the Boilers further to the upgrade with primary measures (Boilers incorporating the new equipment and modified existing equipment) for NOx emission reduction at Units I and II of SES Agios Dimitrios. The total contract budget for METKA S.A. is € 13.75 million and the time schedule 22 months including the final Performance Tests.

15.On 16/6/2015, the subsidiary company METKA S.A. signed the fifth contract for the construction of Patriot PAC-3 complexes for Raytheon Company, destined for the government of Qatar. The contractor is INTRACOM Defense Electronics through an agreement with Raytheon Company/IDS (Integrated Defense Systems) and the project is the construction and delivery of 44 semi-trailers and 34 launcher platforms. The total contractual value is \$ 38,6 million and final deliveries are anticipated in 2018.

25.Possible differences in totals are due to rounding.

THE EXECUTIVE DIRECTOR GROUP

THE VICE-PRESIDENT OF THE BOARD FINANCIAL CONTROLLER

  1. The emphasis matter of the Independent Auditor's report concern the explanatory note 4.35 of the Annual Financial Statements. Specifically, Group's subsidiary company ALUMINIUM of GREECE S.A.I.C. (ALUMINIUM) and its supplier PUBLIC POWER CORPORATION S.A., have not yet reached to an agreement for the pricing of electricity for the term beginning on 1st January and onwards. The finalization of the negotiations between the two parties may result in ALUMINIUM recognizing assets or liabilities the amount of which currently cannot be measured reliably.

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