Quarterly Report • Sep 24, 2015
Quarterly Report
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It is hereby certified that the attached Financial Statements for the 1.1.2008 - 31.3.2008 period are the Financial Statements that the BoD of TECHNICAL OLYMPIC SA approved at its meeting on 19/09/2008. This Quarterly Financial Report for the 1.1.2008-31.3.2008 period has been posted on the Internet at www.techol.gr where it shall be available to investors for at least five (5) years from the day of its preparation and posting. The attention of the reader is drawn to the fact that the extracts published in the press aim at providing the public with certain elements of financial information but they do not illustrate a full view of the financial position and the results of operation of the Company and the Group, in accordance with the International Financial Reporting Standards. Furthermore, it is specified that for simplicity's sake, some accounts may have been abridged and rearranged in the summary financial figures published in the press.
Alimos, 19 September 2008
For TECHNICAL OLYMPIC S.A. The Chairman of the Board of Directors
Konstantinos Stengos
| 1. | Balance sheet as at 31 March 2008 2 | |
|---|---|---|
| 2. | Interim Income Statement 3 | |
| 3. | Profit/ Loss statement analysis for the fiscal year 4 | |
| 4.A. | Consolidated Statement of Equity Changes for the period that ended on 31 March 2007 5 | |
| 4.Β. | Consolidated Statement of Equity Changes for the period that ended on 31 March 2008 6 | |
| 5.A. Statement of Changes in the Parent Company's Equity for the period that ended on 31 March 2007 7 | ||
| 5.Β. Statement of Changes in the Parent Company's Equity for the period that ended on 31 March 2008 8 | ||
| 6. | Cash flow statement for the fiscal year that ended on 31 March 2008 9 | |
| 7. | Notes to the Interim Financial Statements 11 | |
| 7.1. | Group structure and company consolidation method 18 | |
| 7.2. | Segment reporting 19 | |
| 7.3. | Discontinued operations 23 | |
| 8. | EXPLANATORY NOTES ON THE SUMMARY FINANCIAL STATEMENTS 25 | |
| 8.1. | Receivables from construction contracts 25 | |
| 8.2. | Receivables from customers and other trade receivables 25 | |
| 8.3. | Long-term - Short-term loan liabilities 26 | |
| 8.4. | Other provisions 26 | |
| 8.5. | Other short-term liabilities 27 | |
| 9. | Additional information and explanations 28 | |
| 9.1. | Accounting estimates and policies 28 | |
| 9.2. | Existing liens 28 | |
| 9.3. | Commitments from Construction Contracts 28 | |
| 9.4. | Litigations or disputes in arbitration 28 | |
| 9.5. | Tax Un-audited Financial Years 32 | |
| 9.6. | Other contingent liabilities and contingent claims 33 | |
| 9.7. | Transactions with related parties 34 | |
| 9.8. | Receivables / liabilities with related parties 35 | |
| 9.9. | Management fees and benefits 36 | |
| 9.10. Provisions 36 | ||
| 9.11. Income tax 36 | ||
| 9.12. 6.7.6 Number of Personnel Employed 37 | ||
| 9.13. Personnel Benefits 37 | ||
| 9.14. Profits per share 38 | ||
| 9.15. Accounting of the non-consolidation of former subsidiary TOUSA INC 39 | ||
| 9.16. 6.7.7 Events after the Date of the Balance Sheet 39 | ||
| 10. | Figures and Information 44 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | note | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| ASSETS | |||||
| Non Current Assets | |||||
| Ownused Fixed Assets | 312,882 | 314,695 | 4,250 | 4,290 | |
| Intangible Assets | 14,371 | 14,441 | 46 | 61 | |
| Investments in Subsidiaries Investments in Associates |
0 6,176 |
0 6,206 |
252,140 4,891 |
258,868 4,891 |
|
| Investments in Joint Ventures | 0 | 0 | 0 | 0 | |
| Financial assets available for sale | 11 | 11 | 0 | 0 | |
| Investments in real estate | 15,059 | 15,059 | 3,934 | 3,934 | |
| Other long-term receivables | 1,082 | 1,052 | 20,097 | 16,024 | |
| Deferred tax receivables | (9) | 0 | 0 | 0 | |
| Total | 349,572 | 351,464 | 285,358 | 288,068 | |
| Current Assets | |||||
| Inventories Receivables from construction contracts |
7.1 | 9,452 36,020 |
7,789 31,501 |
0 1 |
0 1 |
| Trade receivables and other commercial receivables | 7.2 | 29,655 | 26,052 | 3,320 | 3,315 |
| Receivables from Joint Ventures | 1,276 | 1,352 | 0 | 0 | |
| Other Receivables | 63,273 | 64,667 | 397 | 303 | |
| Financial assets at fair value through results | 182 | 202 | 0 | 0 | |
| Cash and cash equivalent | 5,724 | 17,678 | 488 | 482 | |
| Total | 145,582 | 149,241 | 4,206 | 4,101 | |
| Non Current Assets available for sale | 0 | 1,093,564 | 0 | 0 | |
| TOTAL ASSETS | 495,154 | 1,594,269 | 289,564 | 292,169 | |
| EQUITY AND LIABILITIES | |||||
| Shareholders Equity | |||||
| Share Capital | 165,625 | 165,625 | 165,625 | 165,625 | |
| Share Premium | 253,784 | 253,784 | 253,784 | 253,784 | |
| Reserves from asset valuations in current values | 127,451 | 127,778 | 1,453 | 1,453 | |
| Reserves from financial asset valuations available for sale | 0 | 0 | 66,526 | 73,253 | |
| Other Reserves | 8,958 | 8,958 | 7,877 | 7,877 | |
| Retained Earnings | (315,328) | (691,218) | (250,570) | (246,181) | |
| Foreign Exchange Differences | (109) | (14,204) | 123 | 85 | |
| Equity Attributable to Parent Company Shareholders Third Party Rights |
240,381 43,598 |
(149,277) 43,472 |
244,818 0 |
255,896 0 |
|
| Total Equity | 283,979 | (105,805) | 244,818 | 255,896 | |
| Long-term Liabilities | |||||
| Deferred tax liabilities | 47,447 | 46,873 | 24,095 | 24,067 | |
| Liabilities for employee retirement benefits | 743 | 684 | 71 | 69 | |
| Future income from state grants | 33,106 | 33,633 | 0 | 0 | |
| Long-term loans | 7.3 | 10,125 | 10,365 | 0 | 0 |
| Other Provisions Other long-term Liabilities |
7.4 | 1,788 25 |
1,788 25 |
0 12 |
0 12 |
| Total long-term Liabilities | 93,234 | 93,368 | 24,178 | 24,148 | |
| Short-term Liabilities | |||||
| Trade creditors and similar Liabilities | 50,697 | 49,030 | 4,164 | 3,806 | |
| Current tax Liabilities | 3,307 | 4,181 | 281 | 386 | |
| Short-term loans | 7.3 | 44,528 | 49,685 | 8,103 | 5,703 |
| Liabilities to Joint Ventures | 639 | 567 | 0 | 0 | |
| Other short-term Liabilities | 7.5 | 18,770 | 13,993 | 8,020 | 2,230 |
| Total short-term Liabilities | 117,941 | 117,456 | 20,568 | 12,125 | |
| Total Liabilities | 211,175 | 210,824 | 44,746 | 36,273 | |
| Liabilities refered to the non current assets available for sale | 0 | 1,489,250 | 0 | 0 | |
| TOTAL SHAREHOLDERS EQUITY & LIABILITIES | 495,154 | 1,594,269 | 289,564 | 292,169 |
| Amounts in € '000 | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| Continued operations | note | 1/1/-31/3/2008 | 1/1/-31/3/2007 | 1/1/-31/3/2008 | 1/1/-31/3/2007 | |
| Turnover (Sales) | 32,143 | 23,699 | 285 | 300 | ||
| Cost of Sales | (32,067) | (26,185) | (396) | (59) | ||
| Gross profit/(loss) from continued operations | 76 | (2,486) | (111) | 241 | ||
| Administrative Expenses | (4,295) | (2,089) | (2,592) | (277) | ||
| Selling Expenses | (958) | (617) | (28) | (8) | ||
| Other Operating Expenses | (80) | (746) | (2) | (5) | ||
| Other Operating Income | 964 | 1,016 | 25 | 88 | ||
| Operating Profits / (Losses) | (4,293) | (4,922) | (2,708) | 39 | ||
| Financial Expenses | (1,135) | (1,099) | (62) | (556) | ||
| Financial Income | 86 | 11 | 261 | 206 | ||
| Other Financial Results | 260 | (227) | (1,852) | (74) | ||
| Income from Dividends | 3 | 3 | 0 | 0 | ||
| Impairment of current assets from financial results available for sale | 0 | 0 | 0 | 0 | ||
| Profits / (losses) from investments | (19) | 130 | 0 | 90 | ||
| Profit / (losses) from the real estate valuation | 0 | 0 | 0 | 0 | ||
| Profits / (losses) from joint ventures | 0 | 0 | 0 | 0 | ||
| Pro rata results from affiliated companies | (2) | 0 | 0 | 0 | ||
| Profit / (Loss) before Income Tax from continued operations | (5,100) | (6,104) | (4,361) | (295) | ||
| Income Tax | 8.11 | (599) | (802) | (28) | 1 | |
| Profit / (Loss) after Income Tax from continued opperations | (5,699) | (6,906) | (4,389) | (294) | ||
| Discontinued operations | ||||||
| Results from discontinued opperations | 395,573 | (46,709) | 0 | 0 | ||
| Profit/ (losses) after tax | 389,874 | (53,615) | (4,389) | (294) | ||
| Attributable to: | ||||||
| Minority interest | 152 | (19,252) | ||||
| Shareholders of the Parent | 389,722 | (34,363) | ||||
| Basic Profit / (Loss) per share (€ / share) | 8.14 | 2.3530 | (0.2593) | (0.0265) | (0.0022) | |
| Basic Profit / (Loss) per share (€ / share) from continued opperations |
8.14 | (0.0353) | 0.0932 | (0.0265) | (0.0022) | |
| Basic Profit / (Loss) per share (€ / share) from continued disopperations |
8.14 | 2.3884 | (0.3525) | 0.0000 | 0.0000 |
| Amounts in € '000 | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| Continued operations | note | 1/1/-31/3/2008 | 1/1/-31/3/2007 | 1/1/-31/3/2008 | 1/1/-31/3/2007 | |
| EBITDA | (Α) | (1,369) | (2,244) | (2,653) | 95 | |
| EBIT | (4,293) | (4,922) | (2,708) | 39 | ||
| Profit / (Loss) after Income Tax from continued opperations | (5,699) | (6,906) | (4,389) | (294) | ||
| Profit/ (losses) after tax | 389,874 | (53,615) | (4,389) | (294) |
| Amounts in € '000 | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Continued operations | 1/1/-31/3/2008 | 1/1/-31/3/2007 | 1/1/-31/3/2008 | 1/1/-31/3/2007 | |
| Earnings before tax | (5,100) | (6,104) | (4,361) | (295) | |
| Plus: Financial Results | 789 | 1,315 | 1,653 | 424 | |
| Plus: Invesment results | 18 | (133) | 0 | (90) | |
| Plus: Depreciation | 2,924 | 2,678 | 55 | 56 | |
| EBITDA | (1,369) | (2,244) | (2,653) | 95 |
| Amounts in € '000 | Share Capital | Share Premium | Reserves from asset valuations in current values |
Other Reserves Retained Earnings | Foreign Exchange Differences |
Equity Attributable to Parent Company Shareholders |
Third Party Rights | Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 31/12/2006 | 132,500 | 252,127 | 129,176 | 8,928 | 38,136 | (23,614) | 537,253 | 195,295 | 732,548 |
| Losses of period | 0 | 0 | 0 | 0 | (34,363) | 0 | (34,363) | (19,252) | (53,615) |
| Equity Changes for period 1/1/-31/03/2007 | |||||||||
| Foreign Exchange Differences | 0 | 0 | 0 | 0 | 0 | (2,955) | (2,955) | (1,451) | (4,406) |
| Transfer of reserves from evaluation of property at current values to the results carried forward |
0 | 0 | (330) | 0 | 330 | 0 | 0 | 0 | 0 |
| Deferred taxes from transfer of reserves from evaluation of property at current values |
0 | 0 | 1 | 0 | (1) | 0 | 0 | 0 | 0 |
| Transfer to reserves | 0 | 0 | 0 | 50 | (50) | 0 | 0 | 0 | 0 |
| Other adjustments | 0 | 0 | 4 | 0 | (4) | 0 | 0 | 0 | 0 |
| Change in Percentages | 0 | 0 | 0 | 0 | (78) | 6 | (72) | 71 | (1) |
| Profit/ (loss) recorded directly in the equity | 0 | 0 | (325) | 50 | 197 | (2,949) | (3,027) | (1,380) | (4,407) |
| Total recorded profit/ (loss) of the financial year | 0 | 0 | (325) | 50 | (34,166) | (2,949) | (37,390) | (20,632) | (58,022) |
| Balance as of 31/3/2007 | 132,500 | 252,127 | 128,851 | 8,978 | 3,970 | (26,563) | 499,863 | 174,663 | 674,526 |
| Amounts in € '000 | Share Capital | Share Premium | Reserves from asset valuations in current values |
Other Reserves Retained Earnings | Foreign Exchange Differences |
Equity Attributable to Parent Company Shareholders |
Third Party Rights | Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 31/12/2007 | 165,625 | 253,784 | 127,778 | 8,958 | (691,218) | (14,204) | (149,277) | 43,472 | (105,805) |
| Profits of period | 0 | 0 | 0 | 0 | 389,722 | 0 | 389,722 | 152 | 389,874 |
| Equity Changes for period 1/1/-31/03/2008 | |||||||||
| Foreign Exchange Differences | 0 | 0 | 0 | 0 | 0 | (24) | (24) | (66) | (90) |
| Reserves depreciation fron the valuation of property in current values carried forward |
0 | 0 | (436) | 0 | 436 | 0 | 0 | 0 | 0 |
| Deferred taxes from transfer of reserves from evaluation of property at current values |
0 | 0 | 109 | 0 | (109) | 0 | 0 | 0 | 0 |
| Impact from the non consolidation subsidiary companies | 0 | 0 | 0 | 0 | (14,119) | 14,119 | 0 | 0 | 0 |
| Other adjustments | 0 | 0 | 0 | 0 | (40) | 0 | (40) | 40 | 0 |
| Profit/ (loss) recorded directly in the equity | 0 | 0 | (327) | 0 | (13,832) | 14,095 | (64) | (26) | (90) |
| Total recorded profit/ (loss) of the financial year | 0 | 0 | (327) | 0 | 375,890 | 14,095 | 389,658 | 126 | 389,784 |
| Balance as of 31/3/2008 | 165,625 | 253,784 | 127,451 | 8,958 | (315,328) | (109) | 240,381 | 43,598 | 283,979 |
| Amounts in € '000 |
Share Capital |
Share Premium |
Reserves from asset valuations in current values |
Reserves from financial asset valuations available for sale |
Other Reserves |
Retained Earnings |
Total Equity |
|---|---|---|---|---|---|---|---|
| Balance as of 31/12/2006 |
132,500 | 252,127 | 1,463 | 178,800 | 7,877 | (72,247) | 500,520 |
| Losses of period |
0 | 0 | 0 | 0 | 0 | (294) | (294) |
| Equity Changes for period 1/1-31/03/2007 |
|||||||
| Revaluation of financial assets available for sale |
0 | 0 | 0 | (184,325) | 0 | 0 | (184,325) |
| Deferred taxes from revaluation of financial assets available for sale |
0 | 0 | 0 | 66,001 | 0 | 0 | 66,001 |
| Reserve Depreciation at fair value |
0 | 0 | (3) | 0 | 0 | 3 | 0 |
| Deferred taxation of reserve depreciation at fair value |
0 | 0 | 1 | 0 | 0 | (1) | 0 |
| Total recognized Profit / Loss to Own Equity |
0 | 0 | (2) | (118,324) | 0 | 2 | (118,324) |
| Total recognized Profit / Loss of period |
0 | 0 | (2) | (118,324) | 0 | (292) | (118,618) |
| Balance as of 31/3/2007 |
132,500 | 252,127 | 1,461 | 60,476 | 7,877 | (72,539) | 381,902 |
| Amounts in € '000 |
Share Capital |
Share Premium | Reserves from asset valuations in current values |
Reserves from financial asset valuations available for sale |
Other Reserves |
Retained Earnings |
Foreign Exchange Differences |
Total Equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of 31/12/2007 |
165,625 | 253,784 | 1,453 | 73,253 | 7,877 | (246,181) | 85 | 255,896 |
| Losses of period |
0 | 0 | 0 | 0 | 0 | (4,389) | 0 | (4,389) |
| Equity Changes for period 1/1-31/03/2008 |
||||||||
| Foreign Exchange Differences |
0 | 0 | 0 | 0 | 0 | 0 | 38 | 38 |
| Impairment reversal of financial assets available for sale |
0 | 0 | 0 | (6,727) | 0 | 0 | 0 | (6,727) |
| Profit/ (loss) recorded directly in the equity |
0 | 0 | 0 | (6,727) | 0 | 0 | 38 | (6,689) |
| Total recorded profit/ (loss) of the financial year |
0 | 0 | 0 | (6,727) | 0 | (4,389) | 38 | (11,078) |
| Balance as of 31/3/2008 |
165,625 | 253,784 | 1,453 | 66,526 | 7,877 | (250,570) | 123 | 244,818 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | note | 1/1/-31/3/2008 | 1/1/-31/3/2007 | 1/1/-31/3/2008 | 1/1/-31/3/2007 |
| Cash flows from operating activities | |||||
| Period Profit / (Losses) (before tax) from continued operations | (5,100) | (6,104) | (4,361) | (295) | |
| Period Profit / (Losses) (before tax) from discontinued operations | 395,573 | (67,879) | 0 | 0 | |
| Adjustments to profits | (ι) | (391,975) | 71,456 | 1,686 | 319 |
| (1,502) | (2,527) | (2,675) | 24 | ||
| Change in working capital | |||||
| (Increase) / Decrease of inventories | (1,663) | (19) | 0 | 0 | |
| (Increase) / Decrease of trade receivables | (6,310) | (11,434) | (5) | 7 | |
| (Increase) / Decrease of other receivables | (19,212) | 0 | (21) | 365 | |
| (Increase) / Decrease of liabilities | 26,256 | 1,521 | 6,109 | (611) | |
| Retirement benefits outflow | 0 | (3) | 0 | 0 | |
| (929) | (9,935) | 6,083 | (239) | ||
| Cash flows from operating activities | (2,431) | (12,462) | 3,408 | (215) | |
| minus: Income tax payments | (890) | (535) | (105) | (140) | |
| Foreign exchange (F/E) differences | 474 | 25 | 38 | 0 | |
| Operating cash flow from discontinued operations | 0 | (5,329) | 0 | 0 | |
| Net Cash flows from operating activities | (2,847) | (18,301) | 3,341 | (355) | |
| Cash flows from investing activities | |||||
| Purchase of tangible fixed assets | (5,616) | (4,107) | 0 | (6) | |
| Purchase of intangible assets | (20) | (27) | 0 | 0 | |
| Own production of tangible fixed assets | (97) | 0 | 0 | 0 | |
| Affiliate undertakings share capital increase | 0 | 850 | 0 | 0 | |
| Dividends received | 3 | 0 | 0 | 0 | |
| Loans granted | 0 | 0 | (5,660) | 0 | |
| Sales of investments in real estate | 0 | 873 | 0 | 0 | |
| Inflows from State subsidies | 3,133 | 0 | 0 | 0 | |
| Investing cash flow from discontinued operations | 0 | (23,640) | 0 | 0 | |
| Net Cash flows from investing activities | (2,597) | (26,051) | (5,660) | (6) | |
| Cash flows from financing activities | |||||
| Proceeds from issued / granted loans | 5,497 | 10,984 | 3,402 | 0 | |
| Loan repayment | (10,662) | (198) | (1,002) | 0 | |
| Interest received | 84 | 8 | 8 | 4 | |
| Interest paid | (1,146) | (447) | (61) | (86) | |
| Payments from leasing liabilities | (261) | (529) | 0 | 0 | |
| Dividends paid to parent company's shareholders | 0 | 0 | 0 | (1) | |
| Financing cash flow from discontinued operations | 0 | 8,635 | 0 | 0 | |
| Net Cash flows from financing activities | (6,488) | 18,453 | 2,347 | (83) | |
| Net increase / (decrease) in Cash-in-hand and cash equivalents | (11,932) | (25,899) | 28 | (444) | |
| Cash and cash equivalents at beginning of period | 17,678 | 65,515 | 482 | 1,161 | |
| Foreign exchange differences cash equivalents at end of period | (22) | (27) | (22) | 0 | |
| Cash and cash equivalents at end of period | 5,724 | 39,589 | 488 | 717 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | 1/1/-31/3/2008 | 1/1/-31/3/2007 | 1/1/-31/3/2008 | 1/1/-31/3/2007 | |
| Adjustments to Profits for: | |||||
| Amortizations of tangible fixed assets | 3,377 | 2,797 | 40 | 43 | |
| Amortizations of intangible assets | 74 | 85 | 15 | 13 | |
| (Profit) / losses of fair value financial assets at fair value through results | 19 | (129) | 0 | (90) | |
| Provisions - Impairments | 33 | 218 | 1,772 | 2 | |
| Revenues from dividends | (3) | 0 | 0 | 0 | |
| (Profit) / losses from F/E differences | (471) | (29) | 58 | 2 | |
| Profit / (losses) from sale of investment real estate | 0 | (53) | 0 | 0 | |
| Retirement benefits change | 16 | 0 | 0 | 0 | |
| Revenues from state subsidies | (527) | (204) | 0 | 0 | |
| (Profit)/ losses from discontinued operation (non consolidation of subsidiary) | (395,686) | 67,655 | 0 | 0 | |
| Income from interests | (84) | (9) | (261) | (207) | |
| Expenses from interests | 1,277 | 1,125 | 62 | 556 | |
| Total | (391,975) | 71,456 | 1,686 | 319 |
TECHNICAL OLYMPIC SA was established in 1965 as a Private Limited Company under the name "Pelops Studies & Constructions Technical Company Private Limited Company – K. Galanopoulos and K. Stengos" with its registered offices in Patras. In 1967, it changed its legal form to a societe anonyme under the name "PELOPS S.A.". In 1980 it changed its name to "TECHNICAL OLYMPIC S.A.". The registered offices of the company are at the Attica Alimos Municipality (20 Solomou St., Ano Kalamaki) and it is registered in the Societe Anonyme Register (S.A. Reg.) with the number 6801/02/Β/86/8. The duration of the company has been set to 57 years, i.e. until 12/22/2037.
The initial activities of the Company during the years 1965-1970 were the study and construction of national and local roads in the Ileia and Achaia prefectures and the construction of various private construction woks in the area of Patras. Since 1971, the company made a dynamic entry into other categories of construction works, it made substantial investments in mechanical equipment and it constructed works of any kind (irrigation, hydraulic, sewage, harbor facilities, road construction, buildings, electromechanical e.t.c.). Over the years that followed, the Company continued its development policy by making significant investments in fixed asset equipment, buying out of shares, and establishing companies with the same or similar scope of operations in Greece and abroad.
TECHNICAL OLYMPIC S.A. participates in a series of companies which are active in the construction of public and private works, tourism and in general in the hospitality and entertainment sector (operation and management of four hotels, golf facilities, operation and management of a yacht marina, e.t.c.), Real Estate in Greece and abroad, Build Own Operate and Transfer (BOOT) works, such as the Samos marina.
In summary, the basic information about the company is as follows:
| Composition of the Board of Directors | Cooperating Banks | ||
|---|---|---|---|
| Konstantinos Stengos (BoD Chairman) | NATIONAL BANK OF GREECE | ||
| Andreas Stengos (BoD Executive Vice-Chairman) | MARFIN EGNATIA BANK | ||
| Georgios Stengos (Managing Director) | ALPHA BANK | ||
| Zoe Stengou (Executive member) | BANK OF CYPRUS | ||
| Maria Svoli (Executive member) | BNP PARIBAS | ||
| Konstantinos Rizopoulos (Executive member) | GENIKI BANK | ||
| Nicolaos Stathakis (Executive member) | EUROBANK | ||
| Elias Koukoutsis (Executive member) | MILENIUM BANK | ||
| Styliani Stengou (Non-executive member) | ATTICA BANK | ||
| Marianna Stengou (Non-executive member) | CITIBANK | ||
| Athanasios Klapadakis (Independent, non-executive member) | EMPORIKI BANK | ||
| Alexandros Papaioannou (Independent non-executive member) | PIRAEUS BANK | ||
| Supervising Authority | Legal Counsels | ||
| MINISTRY OF DEVELOPMENT/DEPARTMENT OF COMMERCE/ |
Stamoulis Georgios | ||
| DEPARTMENT OF SOCIETE ANONYME & CREDIT INSTITUTIONS | Drilerakis & Associates Law Office | ||
| Tax Registration Number | |||
| 094105288 | |||
| S.A. Reg. No. | Auditors | ||
| 6801/06/Β/86/08 | Grant Thornton S.A. |
TECHNICAL OLYMPIC has created a strong system for the management of participations in the areas of constructions, land development, hotel businesses, and operation of tourist marinas. More specifically, the company is active in the following sectors:
Ø in the real estate construction area of the real estate investment sector, through its participation in the STROFYLI TECHNICAL S.A., ATHENS SUBURBS DEVELOPMENT S.A., PORTO CARRAS TOURIST DEVELOPMENT S.A. in Greece, EUROROM CONSTRUCTII SRL and LAMDA OLYMPIC SRL in Romania.
Ø in the tourism sector, through the participation in the PORTO CARRAS S.A., PORTO CARRAS SITHONIA BEACH CLUB S.A., PORTO CARRAS MELITON BEACH S.A., PORTO CARRAS VILLAGE CLUB S.A., PORTO CARRAS GOLF S.A. and PORTO CARRAS MARINA S.A..
The attached interim brief Financial Statements of the Company and the Group cover the quarterly period between January 1st and March 31st , 2008.. They have been prepared based on the acquisition value principle, as this has been amended by the adjustment of certain assets and liabilities at current values, the going concern principle and comply with the International Financial Reporting Standards (IFRS) and more specifically with IAS 34 Interim Financial Reporting.
The interim brief financial statements for the first quarter of 2008 have been prepared based on the same accounting principles and valuation methods used to prepare and present the financial statements of the Company and the Group for the period that ended on 31 December 2007, with ht exception of those mentioned in point 7.2 where it is stated that the primary information segment of the Company as of 1/1/2008 and thereafter is the business segment and the secondary information segment is the geographic segment as after non-consolidation of the former subsidiary TOUSA Inc. and to better inform investors, such change is considered imperative.
The attached financial statements must be read in conjunction with the annual full Financial Statements for the year that ended on 31 December 2007, which include a full analysis of the accounting principles, methods and estimates that have been applied, as well as an analysis of the major accounts in the Financial Statements.
The compilation of financial statements according to the IFRS requires the use of estimates and judgments during the application of the Company's accounting principles. The significant assumptions of the management in the implementation of the Company's accounting principles are mentioned when necessary. The Management's assumptions and judgments are constantly evaluated and based on empirical data and other factors including expectations for future events that are considered to occur under reasonable conditions.
Up the financial statements' approval date, new Standards, Interpretations and Amendments to current Standards, which are mandatory for accounting years beginning on or after January 1st , 2008, have been issued. The Company's estimation as to the effect of the implementation of the said new standards and interpretations are given below.
Under the amendment to this standard it is required to present in the changes in equity statement only transactions with shareholders. An new comprehensive income statement is included and dividends to shareholders shall only be reported in the change in equity statement or in the notes on the financial statements. The Group is currently assessing the effect of the implementation of the amendment to the standard on the financial statements. IAS 1 applies to the periods starting on or after 1 January, 2009.
The amendment to the standard clarifies two issues: The definition of the "vesting condition", introducing "not vesting conditions" for terms that do not constitute serving conditions or performance conditions. Moreover, it is specified that all cancellations, either by the entity or by the contracting parties, must receive the same accounting treatment. IFRS 2 applies to the financial years starting on or after 1st January, 2009.
IFRS 3 shall apply to business combinations occurring during these periods and its scope of implementation has been amended to include business combinations under common control and combinations without consideration (dual listed shares). IFRS 3 and IAS 27, among others, require greater use of the fair value through the income statement and the fostering of the reporting entity's financial statement. Moreover, these standards introduce the following requirements: (1) recalculation of the participating interest should be made when control is reacquired or lost, (2) the impact of all transactions between controlled and not controlled parties must be promptly recognized in equity, when control has not been lost, and (3) emphasis is put on the type of the consideration given to the seller rather than the amount of the acquisition cost. More specifically, items such as costs directly related to acquisition, changes in the value of the potential price, share-based payments and reimbursement of existing contracts shall be accounted for separately by business combinations and shall often affect the income statement as well. The amendments to IFRS 3 and IAS 27 shall apply to years beginning on or after July 1st, 2009.
IFRS 8 maintains the general purpose of IAS 14. It requires that the economic entities the stock or bonds of which are publicly traded, as well as the economic entities that are in the process of issuing stock or bonds, should present financial information by sector or segment. If the explanatory notes of the financial statements include the consolidated financial statements of the parent company within the field of application of IFRS 8, as well as the parent company financial statements, the financial information by sector are required only for the consolidated financial statements. IFRS 8 applies to the financial years starting on or after 1st January, 2009.
Under the amendment to IAS 23 Borrowing Costs, the previously basic method of recognizing borrowing costs as an expense has been removed. On the contrary, borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, as this is defined in IAS 23, must form part of the cost of that asset. . The amended version of IAS 23 is mandatory for annual periods which start on or after 1 January 2009.
The amendment to IAS 32 requires that certain puttable financial instruments and obligations arising on liquidation be classified as equity instruments, provided that they meet certain criteria. The amendment to IAS 1 requires disclosure of information regarding "puttable" instruments classified as equity. The amendment to IFRS 32 applies to years beginning on or after January 1st , 2009.
This interpretation is applied for the annual accounting periods starting on or after 1st March 2007. IFRIC 11 provides certain guidelines in case where there are share-based remuneration agreements which depend on the value of the shares, if in the financial statements of the company they are treated as payment in cash or as payment via treasury shares. This is a significant distinction, as there are significant differences in the accounting operations required. For example, payments in cash are evaluated at fair value on each balance sheet date. On the contrary, in payments made with equity instruments the fair value is determined on the date of the benefit and it is accounted for in the period when the relevant service is provided. The interpretation at hand has not yet been adopted by the European Union.
This interpretation is applied for the annual accounting periods starting on or after 1 January 2008. IFRIC 12 applies to companies that participate in service concession arrangements where (i) a state entity (the "granting entity" ) grants contracts to offer public services at private companies (the "grants administrators" ) and (ii)
these services offered required the use of the infrastructure by the grants administrator (the private entity). Hence, it does not cover sale contracts between private entities. IFRIC 12 is an extensive Interpretation referring to a complex issue.
An interpretation has been issued relating to the application of the provisions of IAS 18 on income recognition. IFRIC 13 Customer Loyalty Programs establishes that when entities grant loyalty award credits (e.g. 'points) to customers as part of a sale, and customers can redeem award credits in the future to receive goods or services free of charge or at a discount, point 13 of IAS 18 must apply. It is required that loyalty award credits shall be accounted for as a separate component of the sale transaction and an entity shall allocate some of the proceeds of the initial sale or the liability recognized to the award credits. The entity shall recognize the deferred portion of the proceeds as revenue only when it has fulfilled its obligations that relate to award credits, either by supplying the awards itself or by engaging (and paying) a third party to do so. The implementation of IFRIC 13 is mandatory for periods that start on or after 1 July 2008.
This interpretation is applied for the annual accounting periods starting on or after 1 January 2008. The interpretation at hand has not yet been adopted by the European Union.
The IFR Interpretation Committee has issued IFRIC 15 Agreements on the Construction of Real Estate. This version of the interpretation results from the need to standardize accounting practice across jurisdictions for the recognition of revenue by real estate developers for sales of units, such as apartments or houses, 'off plan' (that is, before construction is complete). Until now there were significant differences in the way of accounting for such sales by real estate constructors, with some of them recognizing revenue only after delivery of the entire unit to the buyer and some others recognizing revenue based on the progress of the construction in accordance with IAS 11 Construction Contracts. This interpretation will make it harder for someone to argue that this type of contracts falls in the scope of IAS 11. It stresses that a characteristic of construction contracts is that the buyer is able to specify the major structural elements of the design of the real estate before construction begins and once construction is in progress. Hence it seems possible that this interpretation shall require changes in revenue recognition policies for some real estate constructors. IFRIC 15 applies to annual periods starting on or after 1 January 2009, while it may be implemented earlier.
The IFR Interpretation Committee has issued IFRIC 16 Hedges of a Net Investment on a Foreign Operation. The Interpretation treats certain issues pertaining to the accounting treatment of hedges of foreign currency exposure of a net investment in a foreign operation (such as the subsidiaries or affiliates whose operations are carried out in a currency other than the functional currency of the reporting company). The main issues addressed are:
As regards the first issue, IFRIC 16 concludes that conversion risks relating to foreign exchange differences between the functional currency of a foreign company and the presentation currency of the reporting company do not fall in the scope of hedging. This conclusion is based on the viewpoint that foreign currency exchange only for presentation purposes does not represent financial risk. The financial risk regards exposure of the functional currency between the parent company or the investor and the foreign business activity.
As regards the second issue, IFRIC 16 establishes that a hedging instrument may be held by any subsidiary or parent company in the Group regardless of the business's functional currency. IFRIC 16 applies to annual periods starting on or after 1 October 2008, while it may be implemented earlier. However, due to the difficulty that companies would face in preparing adequate information from the commencement of the hedging relation, no retrospective application of this interpretation is required.
The companies of the Group included in the consolidated financial statements are as follows:
| Full consolidation method | Country | Equivalent participation % |
|---|---|---|
| TECHNICAL OLYMPIC S.A. | GREECE | PARENT |
| MOCHLOS S.A. | GREECE | 48.23% |
| ALVITERRA HELLAS SA | GREECE | 74.11% |
| TECHNICAL OLYMPIC SERVICES INC | USA | 100.00% |
| PORTO CARRAS S.A. | GREECE | 94.82% |
| PORTO CARRAS MELITON BEACH SA | GREECE | 92.94% |
| PORTO CARRAS SITHONIA BEACH CLUB SA | GREECE | 62.34% |
| PORTO CARRAS MARINA SA | GREECE | 90.00% |
| PORTO CARRAS GOLF SA | GREECE | 90.00% |
| PORTO CARRAS VILLAGE CLUB SA | GREECE | 96.57% |
| PORTO CARRAS HYDROPLANES SA | GREECE | 96.93% |
| KTIMA PORTO CARRAS | GREECE | 94.91% |
| PORTO CARRAS TOURISTIKES ANAPTIKSEIS SA | GREECE | 51.00% |
| MELTEMI KASTRI SA | GREECE | 75.04% |
| STROFILI TECHNICAL SA | GREECE | 99.00% |
| DILOS MARINES SA | GREECE | 67.58% |
| MARKO MARINES SA | GREECE | DILOS with 84% |
| SAMOS MARINES SA | GREECE | DILOS with 97% |
| SKIATHOS MARINES SA | GREECE | DILOS with 88% |
| EUROROM CONSTRUCT II SRL | ROMANIA | MOCHLOS with 100% |
| TOXOTIS SA | GREECE | MOCHLOS with 100% |
| ANAPTIKSEIS ATHINAIKON PROASTION SA | GREECE | TOXOTIS with 99% |
| Net Equity method | Country | Equivalent participation % |
|---|---|---|
| LAMDA TECHNOL FLISVOS HOLDING SA | GREECE | 29.74% |
| AGROTOURISTIKI | GREECE | 30.98% |
| LAMDA OLYMPIC SRL | ROMANIA | EUROROM with 50% |
Due to non consolidation of the subsidiary TOUSA Inc. as of 2/1/2008, the Group's primary information segment is the business segment and its secondary one the geographic segment, as almost all of the Group's operations take place in Eurozone states.
The results and depreciations per segment for the current period and the respective period in the previous fiscal year are given in the following tables:
Amounts in € '000
| Segment Results as of 31/3/2008 | HOME BUILDING / REAL ESTATE |
CONSTRUCTION SECTOR |
HOSPITALITY SECTOR |
CASINO OPERATIONS |
MARINAS MANAGEMENT |
OTHER | TOTAL |
|---|---|---|---|---|---|---|---|
| Total Gross Sales per Sector | 0 | 31,202 | 3 | 3,081 | 105 | 1,240 | 35,631 |
| Internal revenues | 0 | (2,979) | (4) | (1) | 0 | (504) | (3,488) |
| Net sales | 0 | 28,223 | (0) | 3,079 | 105 | 736 | 32,143 |
| Sales Cost | 0 | (27,460) | (1,472) | (2,358) | (327) | (450) | (32,067) |
| Gross profit / (loss) | 0 | 763 | (1,472) | 721 | (222) | 286 | 76 |
| Other income / expenses | 0 | (3,092) | (279) | (653) | 23 | (366) | (4,368) |
| Operating Profit / (losses) | 0 | (2,329) | (1,751) | 68 | (200) | (81) | (4,293) |
| Financial Results | 0 | (537) | (130) | (10) | (35) | (73) | (785) |
| Results from investments | 0 | (19) | 0 | 0 | 0 | 0 | (19) |
| Results from Joint-Ventures executed | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Income share of affiliated companies | 0 | (2) | 0 | 0 | 0 | 0 | (2) |
| Profit / (losses) before taxes | 0 | (2,888) | (1,881) | 58 | (234) | (154) | (5,100) |
| Income tax | 0 | (230) | (10) | (156) | (7) | (196) | (599) |
| Operating Profit / (losses) after taxes | 0 | (3,118) | (1,892) | (98) | (242) | (350) | (5,699) |
| Results from discontinued operations | 395,686 | (113) | 0 | 0 | 0 | 0 | 395,573 |
| Profit / (losses) after tax | 395,686 | (3,231) | (1,892) | (98) | (242) | (350) | 389,874 |
GROUP
| Amounts in € '000 | GROUP | ||||||
|---|---|---|---|---|---|---|---|
| Segment Results as of 31/3/2007 | HOME BUILDING / REAL ESTATE |
CONSTRUCTION SECTOR |
HOSPITALITY SECTOR |
CASINO OPERATIONS |
MARINAS MANAGEMENT |
OTHER | TOTAL |
| Total Gross Sales per Sector | 0 | 82,522 | 1,210 | 2,715 | 87 | 1,328 | 87,861 |
| Internal revenues | 0 | (64,162) | 0 | 0 | 0 | 0 | (64,162) |
| Net sales | 0 | 18,359 | 1,210 | 2,715 | 87 | 1,328 | 23,699 |
| Sales Cost Gross profit / (loss) |
0 0 |
(20,698) (2,339) |
(2,337) (1,127) |
(1,686) 1,028 |
(270) (183) |
(1,194) 134 |
(26,185) (2,486) |
| Other income / expenses | 0 | (702) | (221) | (1,014) | (9) | (490) | (2,436) |
| Operating Profit / (losses) | 0 | (3,041) | (1,348) | 14 | (192) | (356) | (4,922) |
| Financial Results | 0 | (1,072) | (135) | (13) | (62) | (34) | (1,315) |
| Results from investments | 0 | 133 | 0 | 0 | 0 | 0 | 133 |
| Results from Joint-Ventures executed | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Income share of affiliated companies | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Profit / (losses) before taxes | 0 | (3,979) | (1,483) | 2 | (254) | (390) | (6,104) |
| Income tax | 0 | (1,185) | 370 | (0) | 36 | (22) | (802) |
| Operating Profit / (losses) after taxes | 0 | (5,164) | (1,113) | 1 | (218) | (412) | (6,906) |
| Results from discontinued operations | (46,490) | (219) | 0 | 0 | 0 | 0 | (46,709) |
| Profit / (losses) after tax | (46,490) | (5,383) | (1,113) | 1 | (218) | (412) | (53,615) |
| Depreciation of the period 31/3/2008 | HOME BUILDING / REAL ESTATE |
CONSTRUCTION SECTOR |
HOSPITALITY SECTOR |
CASINO OPERATIONS |
MARINAS MANAGEMENT |
OTHER | TOTAL |
|---|---|---|---|---|---|---|---|
| Tangible assets depreciation | 0 | 1,203 | 1,259 | 751 | 242 | (78) | 3,377 |
| Intangible assets depreciation | 0 | 27 | 16 | 28 | 1 | 1 | 74 |
| Total depreciation of the period | 0 | 1,230 | 1,275 | 779 | 243 | (77) | 3 |
GROUP
GROUP
| Amounts in € '000 | GROUP | ||||||
|---|---|---|---|---|---|---|---|
| Depreciation of the period 31/3/2007 | HOME BUILDING / REAL ESTATE |
CONSTRUCTION SECTOR |
HOSPITALITY SECTOR |
CASINO OPERATIONS |
MARINAS MANAGEMENT |
OTHER | TOTAL |
| Tangible assets depreciation | 0 | 1,194 | 963 | 361 | 125 | 154 | 2,797 |
| Intangible assets depreciation | 0 | 27 | 16 | 37 | 1 | 3 | 85 |
| Total depreciation of the period | 0 | 1,221 | 979 | 398 | 126 | 157 | 2,881 |
| Amounts in € '000 | GROUP | ||||||
|---|---|---|---|---|---|---|---|
| Assets and Liabilities as of 31/3/2008 | HOME BUILDING / REAL ESTATE |
CONSTRUCTION SECTOR |
HOSPITALITY SECTOR |
CASINO OPERATIONS |
MARINAS MANAGEMENT |
OTHER | TOTAL |
| Non current assets | 0 | 346,796 | 50,759 | 41,661 | 14,245 | 270,269 | 723,729 |
| Current assets | 1,958 | 121,594 | 22,559 | 21,394 | 6,263 | 23,580 | 197,348 |
| Intercompany transactions | (1,874) | (325,610) | (55,625) | (44,506) | (6,937) | 8,629 | (425,923) |
| Total Assets | 84 | 142,780 | 17,692 | 18,549 | 13,571 | 302,478 | 495,154 |
| Long-term liabilities | 0 | 41,029 | 21,312 | 13,955 | 9,912 | 64,857 | 151,065 |
| Short-term liabilities | 196 | 113,216 | 20,239 | 15,817 | 5,025 | 9,362 | 163,855 |
| Intercompany transactions | (196) | (49,603) | (19,741) | (3,897) | (7,963) | (22,345) | (103,745) |
| Total Liabilities | 0 | 104,642 | 21,811 | 25,874 | 6,975 | 51,873 | 211,175 |
| Own Equity | (578,456) | 809,124 | (8,896) | 14,962 | (4,207) | 51,451 | 283,979 |
| Assets and Liabilities as of 31/12/2007 | HOME BUILDING / REAL ESTATE |
CONSTRUCTION SECTOR |
HOSPITALITY SECTOR |
CASINO OPERATIONS |
MARINAS MANAGEMENT |
OTHER | TOTAL |
|---|---|---|---|---|---|---|---|
| Non current assets | 0 | 350,662 | 50,355 | 42,229 | 14,483 | 268,702 | 726,432 |
| Current assets | 90 | 114,363 | 19,219 | 20,912 | 6,372 | 23,193 | 184,148 |
| Intercompany transactions | 0 | (322,259) | (50,421) | (40,921) | (7,043) | 10,767 | (409,876) |
| Non current fixed assets available for sale | 1,093,564 | 0 | 0 | 0 | 0 | 0 | 1,093,564 |
| Total Assets | 1,093,654 | 142,766 | 19,153 | 22,221 | 13,812 | 302,662 | 1,594,269 |
| Long-term liabilities | 0 | 40,789 | 20,156 | 13,902 | 9,955 | 62,454 | 147,256 |
| Short-term liabilities | 6 | 99,645 | 16,113 | 15,530 | 4,979 | 10,728 | 147,002 |
| Intercompany transactions | 0 | (38,610) | (14,300) | (2,421) | (7,717) | (20,386) | (83,433) |
| Liabilities regarding the non current fixed assets available for sale |
1,489,250 | 0 | 0 | 0 | 0 | 0 | 1,489,250 |
| Total Liabilities | 1,489,256 | 101,825 | 21,970 | 27,011 | 7,218 | 52,796 | 1,700,074 |
| Own Equity | (578,454) | 416,810 | (7,004) | 15,061 | (3,965) | 51,748 | (105,805) |
| Amounts in € '000 | GROUP | ||||
|---|---|---|---|---|---|
| Segment Results as of 31/3/2008 | GREECE | ROMANIA | USA | TOTAL | |
| Total Gross Sales per Sector | 26,237 | 9,393 | 0 | 35,631 | |
| Internal revenues | (3,488) | 0 | 0 | (3,488) | |
| Net sales | 22,750 | 9,393 | 0 | 32,143 | |
| Sales Cost | (23,197) | (8,870) | 0 | (32,067) | |
| Gross profit / (loss) | (447) | 523 | 0 | 76 | |
| Other income / expenses | (4,003) | (365) | 0 | (4,368) | |
| Operating Profit / (losses) | (4,450) | 158 | 0 | (4,293) | |
| Financial Results | (864) | 75 | 0 | (789) | |
| Results from investments | (16) | 0 | 0 | (16) | |
| Results from Joint-Ventures executed | 0 | 0 | 0 | 0 | |
| Income share of affiliated companies | 0 | (2) | 0 | (2) | |
| Operating Profit / (losses) before taxes | (5,331) | 231 | 0 | (5,100) | |
| Income tax | (259) | (340) | 0 | (599) | |
| Operating Profit / (losses) after taxes | (5,590) | (109) | 0 | (5,699) | |
| Results from discontinued operations | (113) | 0 | 395,686 | 395,573 | |
| Profit / (losses) after tax | (5,703) | (109) | 395,686 | 389,874 |
| Amounts in € '000 | GROUP | |||||
|---|---|---|---|---|---|---|
| Segment Results as of 31/3/2007 | GREECE | ROMANIA | USA | TOTAL | ||
| Total Gross Sales per Sector | 23,224 | 12,046 | 0 | 35,269 | ||
| Internal revenues | (11,571) | 0 | 0 | (11,571) | ||
| Net sales | 11,653 | 12,046 | 0 | 23,699 | ||
| Sales Cost | (17,184) | (9,001) | 0 | (26,185) | ||
| Gross profit / (loss) | (5,531) | 3,045 | 0 | (2,486) | ||
| Other income / expenses | (1,427) | (1,009) | 0 | (2,436) | ||
| Operating Profit / (losses) | (6,958) | 2,036 | 0 | (4,922) | ||
| Financial Results | (1,175) | (140) | 0 | (1,315) | ||
| Results from investments | 133 | 0 | 0 | 133 | ||
| Results from Joint-Ventures executed | 0 | 0 | 0 | 0 | ||
| Income share of affiliated companies | 0 | 0 | 0 | 0 | ||
| Operating Profit / (losses) before taxes | (8,000) | 1,896 | 0 | (6,104) | ||
| Income tax | (430) | (373) | 0 | (802) | ||
| Operating Profit / (losses) after taxes | (8,430) | 1,524 | 0 | (6,906) | ||
| Results from discontinued operations | (219) | 0 | (46,490) | (46,709) | ||
| Profit / (losses) after tax | (8,649) | 1,524 | (46,490) | (53,615) |
| Amounts in € '000 | GROUP | |||
|---|---|---|---|---|
| Depreciation for the period 31/3/2008 | GREECE | ROMANIA | USA | TOTAL |
| Tangible assets depreciation | 3,224 | 153 | 0 | 3,377 |
| Intangible assets depreciation | 74 | 0 | 0 | 74 |
| Total depreciation of the period | 3,297 | 153 | 0 | 3,450 |
| Amounts in € '000 | GROUP | ||||||
|---|---|---|---|---|---|---|---|
| Depreciation for the period 31/3/2007 | GREECE | ROMANIA | USA | TOTAL | |||
| Tangible assets depreciation | 2,680 | 117 | 0 | 2,797 | |||
| Intangible assets depreciation | 83 | 1 | 0 | 85 | |||
| Total depreciation of the period | 2,763 | 118 | 0 | 2,881 |
| Amounts in € '000 | GROUP | |||||
|---|---|---|---|---|---|---|
| Assets and Liabilities as of 31/3/2008 | GREECE | ROMANIA | USA | TOTAL | ||
| Non current assets | 720,691 | 3,038 | 0 | 723,729 | ||
| Current assets | 173,713 | 23,045 | 0 | 197,348 | ||
| Intercompany transactions | (425,067) | (856) | 0 | (425,923) | ||
| Total Assets | 469,337 | 25,227 | 590 | 495,154 | ||
| Long-term liabilities | 149,641 | 1,424 | 0 | 151,065 | ||
| Short-term liabilities | 136,993 | 26,429 | 0 | 163,855 | ||
| Intercompany transactions | (103,745) | 0 | 0 | (103,745) | ||
| Total Liabilities | 182,889 | 27,853 | 432 | 211,175 | ||
| Own Equity | 861,026 | (806) | (576,240) | 283,979 |
| Amounts in € '000 | GROUP | |||||
|---|---|---|---|---|---|---|
| Assets and Liabilities as of 31/12/2007 | GREECE | ROMANIA | USA | TOTAL | ||
| Non current assets | 723,219 | 3,213 | 0 | 726,432 | ||
| Current assets | 158,983 | 26,451 | 0 | 185,434 | ||
| Intercompany transactions | (410,305) | (856) | 0 | (411,161) | ||
| Non current fixed assets available for sale | 0 | 0 | 1,093,564 | 1,093,564 | ||
| Total Assets | 471,896 | 28,808 | 1,093,564 | 1,594,269 | ||
| Long-term liabilities | 146,342 | 914 | 0 | 147,256 | ||
| Short-term liabilities | 119,890 | 26,876 | 0 | 146,766 | ||
| Intercompany transactions | (83,198) | 0 | 0 | (83,198) | ||
| Liabilities regarding the non current fixed assets available for sale | 0 | 0 | 1,489,250 | 1,489,250 | ||
| Total Liabilities | 183,034 | 27,790 | 1,489,250 | 1,700,074 | ||
| Own Equity | 471,141 | (706) | (576,240) | (105,805) |
In the period at hand, the operations of the subsidiary MOCHLOS SA in Patras and the US, as well as non consolidation of the former subsidiary TOUSA Inc., as is also stated in point 9.15, are taken as discontinued operations.
The following tables present an analysis of the effects of such discontinued operations on the results, as well as on the Group's assets and liabilities accounts:
| GROUP | |||
|---|---|---|---|
| Amounts in € '000 | 1/1/-31/3/2008 | 1/1/-31/3/2007 | |
| Turnover | 10 | 459,168 | |
| Cost of Goods Sold | (105) | (395,090) | |
| Gross Profit | (95) | 64,078 | |
| Administrative expenses | (27) | (36,371) | |
| Selling expenses | (2) | (36,796) | |
| Other operating expenses | (26) | (56,355) | |
| Other operating income | 37 | 50 | |
| EBIT | (113) | (65,394) | |
| Financial Expenses | 0 | (44) | |
| Financial Income | 0 | 297 | |
| Other Financial Results | 0 | 0 | |
| Profit / (losses) from Joint Ventures | 0 | (2,738) | |
| Profit / (losses) before taxes | (113) | (67,879) | |
| Income tax | 0 | 21,170 | |
| Profit / (losses) after taxes | (113) | (46,709) | |
| Results from discontinued operations | 395,686 | 0 | |
| Profit / (losses) for discontinued operations | 395,573 | (46,709) |
| Amounts in € '000 | GROUP | |||
|---|---|---|---|---|
| 31/3/2008 | 31/3/2007 | |||
| Net cash flows from operating activities | (55) | (5,402) | ||
| Net cash flows from investing activities | 0 | (23,626) | ||
| Net cash flows from financing activities | 0 | 8,636 | ||
| Net increase / (decrease) in cash and cash equivalents | (55) | (20,392) |
| Amounts in € '000 | 31/12/2007 |
|---|---|
| Tangible assets | 18,770 |
| Investments to joint ventures | 6,126 |
| Financial instruments available for sale | 10,179 |
| Other long term receivables | 465 |
| Inventories | 804,604 |
| Clients and Other Commercial Receivables | 11,427 |
| Receivables from joint ventures | 213 |
| Other receivables | 178,352 |
| Financial assets available for sale | 4,170 |
| Cash and cash equivalents | 59,258 |
| Total | 1,093,564 |
| Amounts in € '000 | 31/12/2007 |
|---|---|
| Other provisions | 5,253 |
| Other long-term liabilities | 37,242 |
| Trade payable and other liabilities | 34,198 |
| Current tax liabilities | 4,896 |
| Short term bank liabilities | 1,158,718 |
| Obligations related to fixed assets available for sale | 645 |
| Other short term liabilities | 248,298 |
| Total | 1,489,250 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Contractual Income Accounted for in Financial Year Results |
29,375 | 108,417 | 285 | 3,074 |
| Project Accumulated Cost | 471,411 | 605,351 | 3,181 | 2,911 |
| plus: Profit Recorded (Accumulated) | 60,955 | 72,504 | 178 | 163 |
| minus: Loss Recorded (Accumulated) | (16,567) | (23,092) | 0 | 0 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Receivable from Construction Contracts (from Customers) |
36,020 | 31,501 | 1 | 1 |
| Liability from Construction Contracts (to Customers) | 0 | (1,799) | (1,153) | (1,068) |
| Total Advance Payments Received | 10,090 | 6,095 | 2,208 | 4 |
| Customer Deductions for Good Performance | (280) | 5,411 | 0 | 0 |
The analysis of receivables from clients and other commercial receivables for the Group and the Company is set out as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Customers | 27,814 | 22,398 | 271 | 266 |
| Notes receivable | 120 | 120 | 0 | 0 |
| Receivable Cheques (post-dated) | 2,454 | 4,383 | 3,061 | 3,062 |
| Receivables from Associated Companies | 0 | 0 | 141 | 140 |
| Receivables from the Greek State | 192 | 76 | 0 | 0 |
| Withheld Warranties | 0 | 0 | 0 | 0 |
| Total Receivables | 30,580 | 26,977 | 3,473 | 3,468 |
| Minus: Impairment Provision | (925) | (925) | (153) | (153) |
| Total Net Receivables | 29,655 | 26,052 | 3,320 | 3,315 |
Receivables from customers relate to the collection of sums from the execution of technical works, which due to delays on the part of the Greek State are increased.
| Long-term loans | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 | ||
| Bank Loans | 1,962 | 1,975 | 0 | 0 | ||
| Leasing | 7,021 | 7,248 | 0 | 0 | ||
| Bond Loan | 1,142 | 1,142 | 0 | 0 | ||
| Total Long-term loans | 10,125 | 10,365 | 0 | 0 |
| Short-term loans | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 | |
| Bank Loans | 43,484 | 48,554 | 8,103 | 5,703 | |
| Leasing | 1,044 | 1,131 | 0 | 0 | |
| Total Short-term loans | 44,528 | 49,685 | 8,103 | 5,703 |
| GROUP | |||
|---|---|---|---|
| Amounts in€ '000 | Provisions for tax audit diferenses |
Other provisions for contingent liabilities |
Total |
| Book Value as of 1/1/2007 | 0 | 592 | 592 |
| Additional Provisions | 800 | 396 | 1,196 |
| Use of provision | 0 | 0 | 0 |
| Book Value as of 31/12/2007 | 800 | 988 | 1,788 |
| Additional Provisions | 0 | 0 | 0 |
| Use of provision | 0 | 0 | 0 |
| Book Value as of 31/3/2008 | 800 | 988 | 1,788 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Customers Advance Payments | 5,866 | 1,674 | 2,208 | 4 |
| Salaries and Daily Wages, Payable | 1,702 | 1,515 | 18 | 19 |
| Insurance Funds | 240 | 933 | (2) | 6 |
| Other Taxes (except Income Tax) | 3,297 | 5,109 | 708 | 536 |
| Dividends Payable | 476 | 476 | 399 | 399 |
| Provisions for Construction Contracts (IAS11) | 0 | 1,799 | 1,153 | 1,068 |
| Tax payable | 6 | 6 | 0 | 0 |
| Payable Fees for BoD Members | 3,575 | 462 | 3,323 | 0 |
| Payable Expenses | 3,756 | 582 | 42 | 42 |
| Next Period Income - Grants | 6 | 7 | 0 | 0 |
| Other short term liabilities | (154) | 1,430 | 171 | 156 |
| Total Liabilities | 18,770 | 13,993 | 8,020 | 2,230 |
The change is mainly due to the advance payments received by the Group for technical projects, BoD fees and incurred expenses, which were invoiced at a later time.
The main accounting principles and assumptions used on 31 December 2007 have also been used in the interim Financial Statements as at 31 March 2008.
There are no liens with the exception of the concession of all shares of the subsidiary SAMOS MARINAS SA owned by the subsidiary DELOS MARINAS SA as pledge under the long-term loan agreement of SAMOS MARINAS SA with Emporiki Bank. Further, there are no mortgages or pledges, or any other encumbrances on the fixed assets to secure borrowing, with the exception of the tangible assets of the subsidiary TOUSA.
The commitments of the group and the company regarding construction contracts are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Backlog of projects | 225,034 | 227,058 | 11,714 | 7,943.00 |
| Performance quarandee | 105,077 | 108,624 | 5,901 | 9,964 |
TECHNICAL OLYMPIC SA was initially included among the defendants in a class action filed with a US Federal Court of Justice but not notified to it. The defendants included Banking Organizations, its subsidiary TECHNICAL OLYMPIC USA (TOUSA Inc.), which was subjected to the protective provisions of Chapter 11 of the US Bankruptcy Code, as well as members of their Boards of Directors. The plaintiffs appear to be non-listed buyers of shares of TOUSA Inc. who claim that under US legislation they are entitled to claims for the period between 1 August 2005 and 19 March 2007 due to guarantees, which as they argue, TOUSA Inc. and the other parties involved gave them for TRANSEASTERN JV. In a later action filed on 19 September 2008 replacing the old one, TECHNICAL OLYMPIC and the members of the Stengos family as Directors of TOUSA Inc. who were included in the first action, are no longer included among the defendants, hence leading to a definite end to any claims against the Company and its BoD.
Further, a lawsuit has been filed against the Company for about € 1,557,600.00 by Design Firm DEKATHLON regarding designs pertaining to the 2003 European Union Summit held in PORTO CARRAS. At first instance the court ruled in favour of the plaintiffs. The Company shall lodge and appeal and a petition for suspension.
Other litigations against the Group's companies are the following:
PIRIDIS IOANNIDIS GENERAL INC.: It regards € 48,557.10 which has not been paid in respect of works at the PORTO CARRAS MARINA. At first instance it was admitted for the sum of about € 10,000. The company filed an appeal which was debated on 08/02/2008 at the Thessaloniki Court of Appeals. It is estimated that in the worst case scenario the amount shall remain the same.
DIEDROS: It regards € 256,475.43, in respect of fees for designs. It is estimated that the lawsuit shall be rejected.
MOUSTAKAS: It regards € 42,727.01 in respect of the termination of a project contract. At first instance the court ruled payment of € 1,500.
TRIGONO SA: It regards € 33,834.16 in respect of expense claims from participation in a joint venture. At first instance the company has been found innocent. The company has issued two payment warrants for a total amount of € 40,000 against THESSALIKI SA and "EXIDIKEVMENA ERGA".
DIMOTSALI: It regards € 72,214.28 in respect of compensation for damage to materials. It is estimated that the lawsuit shall be rejected.
WEIST: It regards € 52,950.53, overdue part of agreed fees. It is estimated that the result of the litigation shall be positive.
ASPIS PRONIA: It regards the MOCHLOS - ATTIKAT - VIOTER JV and the amount of € 88,316.93 in respect of insurance premium. At first instance the amount was reduced to € 58,800. The company filed appeal. It is estimated that the lawsuit shall be rejected or that the amount shall be reduced to one half.
DAFNI: It regards € 416,129 in respect of receivables from a former partner of the President of ALPHA TECHNIKI and it was reviewed at the appeal court and the company was sentenced to pay € 13,000. An appeal shall be filed against such ruling at the Supreme Court.
PROMETHEUS SA: It regards the AEGEK - MOCHLOS - EVROPAIKI TECHNIKI - EKTER JV and the amount of € 57,435.51 in respect of compensation for acts of God affecting the KOULOURA-KLIDI Project. It is estimated that the lawsuit shall be rejected.
MUNICIPALITY OF ARKALOCHORI: It regards € 532,580.59 in respect of compensation for damages caused to roads. It is estimated that the company shall not be charged.
LAMBROPOULOU: It regards MOCHLOS and EMEK and the amount of € 53,979 in respect of machinery damaged as a result of fire. At first instance payment of € 24,220 was ruled, half of which shall be paid by the insurance company. Appeal has been filed.
PETITION FOR INJUNCTION RELIEF BY NAFTILIAKI TECHNIKI: It regards € 750,000 in respect of failure to pay the contractor and to comply with the preliminary agreement. The claim is ungrounded. The company has entered into a preliminary cooperation agreement, but this would have only applied where MOCHLOS was awarded projects, which did not happen in the end. At first instance the company was sentenced to pay €16,000. The company has not yet lodged appeal.
KLOUKINA: This lawsuit is against the Refinery JV and regards € 799,707 in respect of default salaries. It is estimated that the company shall not be charged.
Further, lawsuits have been taken against the Company for work accidents for a total amount of € 2,656,400. With regards to such cases the company is not expected to be charged with more than €325,000. Lawsuits are pending regarding overtime pay claims for € 214,810.41 and car accidents for € 1,672,925.23 which are expected to be rejected in their entirety.
Lastly a fine has been imposed to the company for € 304,395.00 by the Competition Commission for the late notification of the concentration for the merger by absorption by MOCHLOS SA of Alpha Techniki, Theofilos Skordalos and Ellinikes Kataskeves, and the undertaking by the same of the split technical works segments of TECHNICAL OLYMPIC and DIEKAT. Review of the case by a Three-member Audit Committee is expected.
As regards the above contingent liabilities, the Company has formed a provision charging the amount of about € 600,000 to the results of previous years.
A lawsuit by subcontractor FANTA REAL SA against the TOXOTIS SA - -ALGOMA SA JV for about € 1,700.00 as it considers that it has been illegally not included in the project. The lawsuit was postponed in March 2008 and since then no summons has been served for a new trial date.
Lawsuit of ALGOMA SA for € 199,736, as it considers it has suffered non-pecuniary damages as a result of the use of power of attorney documents that regarded TOXOTIS SA -ALGOMA SA JV, the existence of which it claims to had been unaware of, and as a result it never received the profit from the project pro rata its participation, approximately 10%. It is estimated that the lawsuit shall be rejected, as the power of attorney documents of which it was aware, had nothing to do with the joint venture's financial transactions.
There are claims against the company from lawsuits for € 2,018 thousand as a result of entrance to the casino being prohibited to persons who have made such claims. The Management estimates that such claims are excessive and ungrounded and it considers that they will be rejected. By the date of approval of the financial statements, no ruling had been made in favour or against the Company. As regards such cases, the Company has made a provision of € 60 thousand.
There are no litigations or disputes in arbitration before courts of justice or arbitration courts that could significantly affect the Company's financial situation or business. The only pending litigations are the lawsuits of timesharers against the Company. As regards the time sharers in general, the Company has been found innocent at the Supreme Court and it is hence certain that all pending lawsuits shall be rejected.
The State is threatening to require the forfeiture of the letters of guarantee of the project for the construction of the Skiathos Marina. The company has applied for the settlement of the dispute by the administrative court for the letters of guarantee to be returned and for a sum over € 400 thousand to be paid, which represents its expenses for the project that have not been paid by the State. The Company estimates that it shall be done justice in regards of this dispute, at least as regards the return of the letters of guarantee.
There is a claim against PORTO CARRAS HYDROPLANES AND STUDIES SA for € 75,000 by a student of the college who claims compensation because the college shut down and was forced to move to continue their studies, etc. The lawsuit was taken to court and Ruling No. 140/2005 was issued by the One-member First Instance Court of Chalkidiki whereby the student shall receive compensation of €16,000. The Company has filed an appeal which has not yet been debated.
Disputes are pending against the Company before the country's competent courts in respect of employment claims and claims for the payment of intellectual rights of actors and singers for a total of € 207,613.08. The Company's legal advisors estimate that he above lawsuits shall be found inadmissible by the respective courts.
There are sixty (60) motions to cassation pending before the Council of the State from Group companies or joint ventures in which they participate against decisions of the Administrative Courts of Appeal of Athens, Thessalonica, Ioannina and Patras, which have rejected in whole or in part Group companies pertaining to the performance of public works or provision of services. With these motions it is requested to cancel the decisions with a view to the adjudication to the companies of different amounts in each case. The overall amount of the claims by the companies is estimated to be in the order of twelve million euro, approximately. The outcome of these trials is not certain, due to the nature and variety of the issues under litigation; at any rate, it should be pointed out that until now the companies have been successful in Council of the State proceedings, in cases exceeding 50% of the total of pending cases.
There are eleven (11) motions for cassation pending before the Council of the State by the Greek State against decisions of the Administrative Courts of Appeal which have ruled in favour of TECHNICAL OLYMPIC S.A. and MOCHLOS S.A. with regard to claims against the State for about € 15.7 mil from the performance of public works. Given that: A) Normally, the motion for cassation on the part of the State has suspended until now, the payment of the amounts that had been adjudicated to the companies, and b) Most of the motions for cassation by the State are not accepted apart from a few exceptions, it is estimated that the outcome of those specific cases not only will it not incur economic charges for the companies, but on the contrary they shall collect the biggest part if not all of the claims.
There are twelve (12) motions for cassation of the companies pending before the Council of the State involving the legality of the procedures for the appointment of contractor. Even if the outcome of these proceedings is not positive for the companies, there will be no change to its liabilities.
The subsidiary TOXOTIS SA has filed lawsuits against:
TECHNICAL OLYMPIC has been audited for periods until 2005 inclusive. By virtue of Audit order No. 688/2008 of the head of the Athens Inter-Regional Audit Centre, has started the ordinary audit for the year 2007 for which MOCHLOS SA had not been audited. The audit is underway at the time of publication of the financial statements and has not yet been completed. Also, in 2008 also started the tax audit for the years 2005 - 2006 for PORTO CARRAS SITHONIA BEACH CLUB SA, for the years 2001 - 2006 for PORTO CARRAS SA, and for the years 2001 - 2006 for DOMAIN PORTO CARRAS SA.
The overall provisions for the unaudited fiscal years of the Group's companies amount to € 800 thousand. Besides that, it is estimated that the result of the future tax audit for unaudited years shall not introduce other significant charges to the Company and the Group. In summary, the tax un-audited financial years of the Group Companies are set out in the following table.
| Company | Anaudited Fiscal years | Company | Anaudited Fiscal years |
|---|---|---|---|
| TECHNICAL OLYMPIC SA | 2006-2008 | PORTO CARRAS GOLF SA | 2006-2008 |
| MOCHLOS SA | 2008 | PORTO CARRAS MARINAS SA | 2006-2008 |
| TOXOTIS SA | 2008 | PORTO CARRAS MELITON BEACH SA | From its foundation |
| ALVITERRA HELLAS SA | 2003-2008 | PORTO CARRAS SITHONIA BEACH CLUB SA | 2005-2008 |
| ANAPTIKSEIS ATHINAIKON PROASTION SA | 2003-2008 | PORTO CARRAS TOURISTIKES ANAPTIKSEIS SA | 2002-2008 |
| DILOS MARINAS SA | 2003-2008 | PORTO CARRAS HYDROPLANES AND STUDIES SA | 2003-2008 |
| KTIMA PORTO CARRAS SA | 2003-2008 | SAMOS MARINAS SA | 2003-2008 |
| MARKO MARINAS SA | 2003-2008 | SKIATHOS MARINAS SA | 2003-2008 |
| MELTEMI KASTRI SA | 2003-2008 | STROFILI TECHNICAL SA | 2003-2008 |
| PORTO CARRAS SA | 2003-2008 | EUROROM CONSTRUCT II SRL | From its foundation |
| PORTO CARRAS VILLAGE CLUB SA | From its foundation |
There are no litigations or disputes in arbitration before courts of justice or arbitration courts that could significantly affect the Company's financial situation or business, besides those listed above.
The transactions with the aforementioned entities are effected on a pure commercial basis. The Group does not participate in any transaction of unusual nature or content of material impact to the Group or the companies and closely related individuals, and has no intention to enter into such transactions in the future. None of the transactions includes special terms and conditions.
| Amounts in € '000 | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Income from the sale of merchandise and services offering |
31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | |
| Subsidiaries | 0 | 0 | 0 | 502 | |
| Associates | 0 | 0 | 0 | 0 | |
| Joint Ventures | 1 | 2 | 0 | 0 | |
| Other Affiliated Parties | 3 | 0 | 0 | 0 | |
| Total | 4 | 2 | 0 | 502 | |
| Amounts in € '000 | GROUP | COMPANY | |||
| Priced Income from project implementation |
31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | |
| Subsidiaries | 0 | 0 | 370 | 0 | |
| Associates | 0 | 0 | 0 | 0 | |
| Joint Ventures | 0 | 963 | 0 | 0 | |
| Other Affiliated Parties | 14 | 0 | 0 | 0 | |
| Total | 14 | 963 | 370 | 0 | |
| Amounts in € '000 | GROUP | COMPANY | |||
| Purchases and Remuneration from services |
31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | |
| Subsidiaries | 0 | 0 | 270 | 0 | |
| Associates | 0 | 0 | 0 | 0 | |
| Joint Ventures | 0 | 0 | 0 | 0 | |
| Other Affiliated Parties | 24 | 96 | 0 | 0 | |
| Total | 24 | 96 | 270 | 0 | |
| Amounts in € '000 | GROUP | COMPANY | |||
| Sales of Assets | 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | |
| Other Affiliated Parties | 0 | 873 | 0 | 0 | |
| Total | 0 | 873 | 0 | 0 | |
| Amounts in € '000 | GROUP | COMPANY | |||
| Remuneration of senior executives | 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | |
| Total salaries | 668 | 626 | 27 | 0 | |
| Total | 668 | 626 | 27 | 0 | |
| Amounts in € '000 | GROUP | COMPANY | ||
|---|---|---|---|---|
| Receivable | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Subsidiaries | 0 | 0 | 23,466 | 19,322 |
| Associates | 156 | 156 | 156 | 156 |
| Joint Ventures | 4,603 | 5,460 | 0 | 0 |
| BoD members | 74 | 7 | 17 | 6 |
| Management Executives | 15 | 80 | 0 | 0 |
| Other Affiliated Parties | 2,264 | 2,197 | 16 | 11 |
| Total | 7,113 | 7,900 | 23,655 | 19,495 |
| Amounts in € '000 | GROUP | COMPANY | ||
|---|---|---|---|---|
| Credit Balance | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 |
| Subsidiaries | 0 | 0 | 5,762 | 3,245 |
| Associates | 0 | 0 | 0 | 0 |
| Joint Ventures | 1,287 | 843 | 0 | 0 |
| BoD members | 3,358 | 37 | 3,334 | 2 |
| Management Executives | 11 | 38 | 0 | 0 |
| Other Affiliated Parties | 233 | 344 | 0 | 57 |
| Total | 4,889 | 1,262 | 9,096 | 3,304 |
| Amounts in € '000 | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Receivables from from construction contracts |
31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 | |
| Subsidiaries | 0 | 0 | 1 | 1 | |
| Other Affiliated Parties | 877 | 796 | 0 | 0 | |
| Total | 877 | 796 | 1 | 1 | |
| Amounts in € '000 | GROUP | COMPANY | |||
| Liabilities from from construction contracts |
31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 | |
| Subsidiaries | 0 | 0 | 1,153 | 1,068 | |
| Other Affiliated Parties | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 1,153 | 1,068 |
Management fees and benefits at Group and Company level are detailed next:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/3/2007 | 31/3/2008 31/3/2007 |
|||
| Fees for BoD Members (except salary) | 5,507 1,033 |
2,350 | 1,033 | |||
| Fees from Operating Profits | 0 | 0 | 0 | |||
| Management Fees | 440 473 |
53 | 95 | |||
| Social Insurance Cost | 0 | 0 | 0 | |||
| Total | 5,947 | 1,506 | 2,403 | 1,128 |
No loans have been funded to members of the Administrative Board or to other executive members of the Group (including their families).
Besides the provisions already mentioned and analyzed in point 8.4 the Company does not consider that it must form additional provisions for any balance sheet account up until 31/03/08.
Income tax for the Group and the Company is broken down as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | |
| Tax for Financial Year | 1,056 | 116 | 0 | 0 | |
| Previous Financial Years Tax Audit Difference | 0 | 0 | 0 | 0 | |
| Deferred Tax | (1,655) | (918) | (28) | 1 | |
| Total | (599) | (802) | (28) | 1 |
The number of persons employed by the Group and the Company during the 1st quarter of 2008 and 2007 is given next:
| 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | ||
|---|---|---|---|---|---|
| Number of personel | 1,293 | 1,267 | 10 | 10 |
The cost of the personnel employed by the Group and the Company during the 1st quarter of 2008 and 2007 is given next:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | ||
| Salaries, Daily Wages & Benefits | 4,495 | 3,835 | 54 | 78 | ||
| Social Insurance Expenses | 1,135 | 1,122 | 10 | 14 | ||
| Pension Benefits (Provisions) | 48 | 46 | 2 | 2 | ||
| Termination Compensations | 4 | 56 | 0 | 2 | ||
| Stock Option Benefits | 0 | 0 | 0 | 0 | ||
| Other Personnel Benefits | 46 | 48 | 0 | 0 | ||
| Total | 5,728 | 5,107 | 66 | 96 |
The profits per share were computed based on the average weighted number of outstanding shares on the total of the Company's shares and are broken down next:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts in € '000 | 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | ||
| Profit / (Losses) after taxes from continued operations | (5,851) | 12,346 | (4,389) | (294) | ||
| Profit / (Losses) after taxes from discontinued operations |
395,573 | (46,709) | 0 | 0 | ||
| Consolidated Profits after taxes | 389,722 | (34,363) | (4,389) | (294) | ||
| Weighted average number of shares | 165,625,000 | 132,500,000 | 165,625,000 | 132,500,000 | ||
| Basic profits per share (€ / share) from continued operations |
(0.0353) | 0.0932 | (0.0265) | (0.0022) | ||
| Basic profits per share (€ / share) from discontinued operations |
2.3884 | (0.3525) | 0.0000 | 0.0000 | ||
| Basic profits per share (€ / share) | 2.3530 | (0.2593) | (0.0265) | (0.0022) |
As it has also been mentioned in the annual financial statements as at 31/12/2007 (point 9) the parent Company has as of 2/1/2008 ceased to consolidate this subsidiary as it has fully lost control over it for the reasons stated above. As the parent company continues to prepare consolidated financial statements, the provisions of points 34 and 35 of IAS 27 have been implemented which refer to accounting in case of loss of control over a subsidiary. Hence in the consolidated financial statements for the current period, due to lack of sales revenue (as there is no sale but non-consolidation) the difference between a) the value of the investment in shares of the former subsidiary appeared in assets; and b) the part of the former parent company held by it on the "consolidated carrying amount" of the shares held in the former subsidiary. The amount that benefited the results of the current period and equity stands at € 395 mio, which is broken down next:
| Description | Amount |
|---|---|
| Investment value | 0.00 |
| Less: | |
| - Total impairment of the former subsidiary and of other entries that | -180,699,828.59 |
| were reversed in previous fiscal years and now remain in the |
|
| consolidated results. | |
| - Subsidiary equity as at 31.12.2007 after removals |
576,386,262.96 |
| Result to be posted for the period | 395,686,434.37 |
The above sum benefited the results of the period and has been posted in the "Results from discontinued operations" account.
To this date it has not been possible for the parent company to obtain information about the financial progress of its former subsidiary for the current period. When such information shall become available any effect that would come about had the former parent company continued to consolidate the aforementioned subsidiary shall be announced.
Also, TECHNICAL OLYMPIC has not recognized in the fiscal year at hand any liabilities or receivables in its consolidated balance sheet as regards its former subsidiary.
Ι. On 8 September 2008 was held the 2nd repeated Ordinary General Meeting of the Shareholders of TECHNICAL OLYMPIC SA (the initial was held on 30/6/2008, the suspended one was held on 30/7/2008 and the first repeated one was held on 19/8/2008). At such meeting and based on the quorum attained, the following decisions were adopted, among others:
To grant within two years option rights to purchase in whole or in part of up to sixteen million five hundred (16,500,000) shares, namely 9.96% of the overall number of existing Company shares to the members of the BoD and the Company's executives, as well as to Directors and executives of associated companies. The above stock option plan shall be implemented either by share capital increase or by the purchase of treasury shares to be acquired in accordance with the provisions of Article 16 of Codified Law 2190/1920. The offer price per share to exercise such so granted stock option to acquire up to a total of 16,500,000 shares was set to: a) for the implementation of the plan by share capital increase to the then applicable face value of the Company's shares; and b) for the implementation of the plan through the purchase of treasury shares, to one third (1/3) of the average trading value during the last month before the offer, rounded up to the second decimal and based on the other details to be established by the Company's BoD.
For the Company to acquire through the ASE of treasury shares in the context of the stock option granted to the Company's Directors and executives, as well as to the Directors and executives of its associated companies. To take the respective acquisition actions and the applicable procedure shall be implemented in accordance with the provisions of Article 16 of Codified Law 2190/20, as is in force, as modified by the recent provisions of Law 3604/07. The maximum and minimum acquisition prices per share are set to € 1.20 and € 0.10 respectively. The deadline for the acquisition of such shares is 31/12/2009.
II. On 24 July 2008, the 2nd Repeated General Meeting of the Shareholders of MOCHLOS SA was held (the initial General Meeting having been held on June, 5th and the 1st repeated one on June 24th), at which it was decided: To start the procedures for the splitting of the construction segment of MOCHLOS SA (namely the public and private works segment) to then contribute it to STROFYLI SA, a subsidiary of the Group of TECHNICAL OLYMPIC SA, in accordance with the provisions of Articles 1-5 of Law 2166/1993 and Codified Law 2190/1920. To grant within two years option rights to purchase in whole or in part of up to seven million (7,000,000) shares, namely 9.535% of the overall number of existing shares of MOCHLOS SA (73,410,192), to the members of the BoD and the Company's executives, as well as to Directors and executives of associated companies. It was decided to implement the above stock option either by share capital increase or by the purchase of treasury shares to be acquired in accordance with the provisions of Article 16 of Codified Law 2190/1920. The offer price per share to exercise such so granted stock option to acquire up to a total of 7,000,000 shares was set to: a) for the implementation of the plan by share capital increase to the then applicable face value of the Company's shares; and b) for the implementation of the plan through the purchase of treasury shares, to one third (1/3) of the average trading value during the last month before the offer, rounded up to the second decimal and based on the other details to be established by the Company's BoD.
III. By unanimous decision of the Board of Directors of the subsidiary MOCHLOS SA on 30 July 2008 and further to the decision to that respect taken at the 2nd Repeated General Meeting of the company on 14/07/2008 regarding the commencement of the procedures for the splitting of the Company's construction segment (namely of the public and private works segment) and its contribution thereafter to STROFYLI SA, a subsidiary of the TECHNICAL OLYMPIC SA Group, in accordance with the provisions of Articles 1-5 of Law 2166/1993 and Codified Law 2190/1920, which the General Meeting of the Shareholders of MOCHLOS SA found to be to the best interest of the Company and the Group in the context of the restructuring and rationalization of its structure and operation, 31 July 2008 was decided upon and set as the date for the preparation of the Accounting Statement provided for regarding the splitting of the Construction Segment of MOCHLOS SA, under the provisions of Articles 1-5 of Law 2166/1993 and Codified Law 2190/1920.
IV. - In implementing a relevant decision taken by the Ordinary General Meeting of the Shareholders of PORTO CARRAS SITHONIA BEACH CLUB SA, stock options were offered to the BoD Chairman for a total of 3,270,000 shares at an offer price equal to the face value of shares of ninety cents (€ 0.90), namely € 2,943,000 and next payment of the foregoing amount on 1 July 2008 by the BoD was certified, hence the Company's share capital stood at € 32,373,000, being divided into 35,970,000 ordinary nominal shares at a face value of € 0.90 each.
V. In implementing a relevant decision taken by the Ordinary General Meeting of the Shareholders of PORTO CARRAS CLUB SA, stock options were offered to the BoD Chairman for a total of 1,324,000 shares at an offer price equal to the face value of shares of three euros (€ 3.00), namely € 3,972,000 and next payment of the foregoing amount on 7 August 2008 by the BoD was certified, hence the Company's share capital stood at € 43,692,000, being divided into 14,564,000 ordinary nominal shares at a face value of € 3.00 each.
VI. - The BoD of PORTO CARRAS SITHONIA BEACH CLUB SA decided on 31 July 2008 to appoint the foregoing date as the date of preparation of the accounting statement in respect of the hotel, tourism and residential development segments in accordance with the provisions of Articles 1-5 of Law 2166/1993 and Codified Law 2190/1920 and their contribution to MOCHLOS SA on 31 July 2008.
VII. - The BoD of TECHNICAL OLYMPIC SA decided on 7/7/2008 to sell 4,307,194 ordinary nominal shares of LAMDA TechnOL Flisvos at a price of € 6,583,333.08. Such shares were transferred on 11/7/2008.
VIII. The BoD of PORTO CARRAS SA decided on 7/7/2008 to sell 861,439 ordinary nominal shares of LAMDA TECHNOL FLISVOS at a price of € 1,316,666.92. Such shares were transferred on 11/7/2008.
IX. By decision of the BoD of TECHNICAL OLYMPIC SA made on 23/7/2008 and in implementing the decisions made by previous Ordinary General Meetings, fees were paid to the Company's BoD of two million three hundred fifty thousand euros (€ 2,350,000).
X. By decision of the BoD of the subsidiary PORTO CARRAS SA made on 23/7/2008 and in implementing the respective decision made by the Ordinary General Meeting on 30/6/2008, fees were paid to the company's BoD of three million euros (€ 3,000,000).
ΧI. X. By decision of the BoD of the subsidiary PORTO CARRAS SITHONIA BEACH CLUB SA made on 24/7/2008 and in implementing the respective decision made by the Ordinary General Meeting on 05/6/2008, fees were paid to the company's BoD of one million twenty five thousand euros (€ 1,025,000).
ΧΙΙ. MELTEMI KASTRI CYPRUS LTD transferred on 8/8/2008 the shares of MELTEMI KASTRI SA to PILSBY LTD for an overall consideration of € 3,000,000, and in the respective agreement provision is also made for an additional consideration of €2,625,000, provided doubts on the validity of administrative permits regarding the Lakonia wind park are lifted.
THE MANAGING DIRECTOR
KONSTANTINOS A. STENGOS ID Card No. ΑΒ 342754
GEORGIOS Κ. STENGOS ID Card No. 342752
KONSTANTINOS RIZOPOULOS
ID Card No. Σ332143
STYLIANI H. PAPADOPOULOU ID Card No. Σ 576787 A CLASS LICENSE NUMBER 29518
| TECHNICAL OLYMPIC S.A. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| S.A. Registration Number: 6801/06/Β/86/08 | ||||||||||||
| 20 Solomou str., 17456 Alimos FINANCIAL COMPONENTS AND PERIOD'S INFORMATION FROM January 1 2007 till March 31 2008 |
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| (according to the Decision 6/448/11.10.2007 of the Capital Market Commission Board of Directors) The following data and information aim at a general briefing on the financial position and results of "TECHNICAL OLYMPIC S.A.". We suggest, therefore to the reader, before advancing any investing decision or other transaction |
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| with the company, to visit the website of the company where interim financial statements under International Financial Reporting Standards (IFRS) and chartered auditor - accountant's review report (where necessary) are presented. Board of directors composition: |
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| GENERAL INFORMATION FOR THE COMPANY Website were financial statements are presented: www.techol.gr |
Konstantinos Stengos son of Andreas, President of Board of Directors Andreas Stengos son of Konstantinos, Executive Vice-President and General Manager |
Maria Svoli daughter of Georgios, Member Ilias Koukoutsis son of Konstantinos, Member |
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| Date of approval of the financial statements: Chartered Accountant - Auditor : |
19.09.2008 DEL IGIANNIS GEORGIOS (SOEL REG NO. 15791) |
George Stengos son of Konstantinos, member, Managing director Zoi wife of Konstantinos Stengou, Member |
Stiliani Stengou daughter of Konstantinos, Member Marianna Stengou daughter of Konstantinos, Member |
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| Certified Auditors : | GRANT THORNTON (SOEL REG NO. 127) | Konstantinos Rizopoulos son of Platonas, Member | Athanasios Klapadakis son of Nikolaos , Member | |||||||||
| Auditors certificate : | Not required | Balance sheet | Nikolaos Stathakis son of Dimitrios, Member | INCOME STATEMENT FOR THE PERIOD | Alexandros Papaioannou son Dimitrios , Member | |||||||
| (Amounts in thousand Euros) GROUP |
COMPANY | (Amounts in thousand Euros) | GROUP | |||||||||
| ASSETS | 31/3/2008 | 31/12/2007 | 31/3/2008 | 31/12/2007 | 1/1-31/3/2008 | 1/1-31/3/2007 | ||||||
| Ownused fixed assets | 312,882 | 314,695 | 4,250 | 4,290 | Continued operations |
Discontinued Total operations |
Continued operations |
Discontinued operations |
Total | |||
| Intangible assets Investments in properties |
14,371 15,059 |
14,441 15,059 |
46 3,934 |
61 3,934 |
Turnover Gross profit / (loss) |
32,143 76 |
10 32,153 (95) (19) |
23,699 (2,486) |
459,168 64,078 |
482,867 61,592 |
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| Investments and other long term receivables Total non current Assets |
7,260 349,572 |
7,269 351,464 |
277,128 285,358 |
279,783 288,068 |
Profit / (loss) before interest, taxes (EBIT) | (4,293) | (113) (4,406) |
(4,922) | (65,394) | (70,316) | ||
| Inventories | 9,452 | 7,789 | 0 | 0 | Profit / (loss) before tax | (5,100) | (113) (5,213) |
(6,104) | (67,879) | (73,983) | ||
| Trade receivables Other current Assets |
29,655 100,751 |
26,052 97,722 |
3,320 398 |
3,315 304 |
Less: taxes Results from the sale of the discontinued operation |
(599) 0 |
(599) 0 395,686 395,686 |
(802) 0 |
21,170 0 |
20,368 0 |
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| Cash & cash equivalents Total current Assets |
5,724 145,582 |
17,678 149,241 |
488 4,206 |
482 4,101 |
Profit / (losses) after taxes Distributed to: |
(5,699) | 395,573 389,874 |
(6,906) | (46,709) | (53,615) | ||
| Non current assets available for sale | 0 | 1,093,564 | Holdings' shareholders | 389,722 | (34,363) | |||||||
| TOTAL ASSETS EQUITY & LIABILITIES |
495,154 | 1,594,269 | 289,564 | 292,169 | Minority interest Basic profits / (loss) per share (cents/share) |
152 (0.0353) |
2.3884 2.3530 |
(19,252) 0.0932 |
(0.3525) | (0.2593) | ||
| Long-term bank liabilities Other Long-term liabilities |
10,125 83,109 |
10,365 83,003 |
0 24,178 |
0 24,148 |
Earnings before interest, taxes and depreciation (EBITDA) |
(1,369) | (2,244) | |||||
| Total long-term liabilities | 93,234 | 93,368 | 24,178 | 24,148 | ||||||||
| Short-term bank liabilities Liabilities to Suppliers |
44,528 50,697 |
49,685 49,030 |
8,103 4,164 |
5,703 3,806 |
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| Current Tax Liabilities Other Short-term liabilities |
3,307 19,409 |
4,181 14,560 |
281 8,020 |
386 2,230 |
COMPANY 1/1-31/3/2008 |
1/1-31/3/2007 | ||||||
| Total short-term liabilities | 117,941 | 117,456 | 20,568 | 12,125 | Continued | Discontinued Total |
Continued | Discontinued | Total | |||
| Total liabilities (d) Liabilities regarding financial assets available for sale |
211,175 0 |
210,824 1,489,250 |
44,746 | 36,273 | Turnover | operations 285 |
operations 0 285 |
operations 300 |
operations 0 |
300 | ||
| Share Capital | 165,625 | 165,625 | 165,625 | 165,625 | Gross profit / (loss) | (111) | 0 (111) |
241 | 0 | 241 | ||
| Other Shareholders Equity Total Shareholders Equity (a) |
74,756 240,381 |
(314,902) (149,277) |
79,193 244,818 |
90,271 255,896 |
Profit / (loss) before interest, taxes (EBIT) | (2,708) | 0 (2,708) |
39 | 0 | 39 | ||
| Minority Rights (b) Total Equity (c)=(a)+(b) |
43,598 283,979 |
43,472 (105,805) |
0 244,818 |
0 255,896 |
Profit / (loss) before tax Less: taxes |
(4,361) (28) |
0 (4,361) 0 (28) |
(295) 1 |
0 0 |
(295) 1 |
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| TOTAL EQUITY & LIABILITIES (c) + (d) | 495,154 | 1,594,269 | 289,564 | 292,169 | Profit / (losses) after taxes | (4,389) | 0 (4,389) |
(294) | 0 | (294) | ||
| STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD | Distributed to: Holdings' shareholders |
(4,389) | (294) | |||||||||
| (Amounts in thousand Euros) | GROUP | COMPANY | Minority interest Basic profits / (loss) per share (cents/share) |
0 0.0265 |
0.0000 0.0265 |
0 0.0022 |
0.0000 | 0.0022 | ||||
| consolidated and non consolidated) | 31/3/2008 | 31/3/2007 | 31/3/2008 | 31/3/2007 | Earnings before interest, taxes | (2,653) | 95 | |||||
| Balance b/f ( On 1/1/2008 and 1/1/2007 respectively) Profit / (Losses) after tax (continued and discontinued operations) |
(105,805) 389,874 |
732,548 (53,615) |
255,896 (4,389) |
500,520 (294) |
and depreciation (EBITDA) | |||||||
| Foreign exchange differences | (90) | (4,406) | 38 | 0 | ||||||||
| Revaluation of financial assets available for sale Deffered taxation of reserves from asset valuation in current values |
0 0 |
0 0 |
(6,727) 0 |
(184,325) 66,001 |
CASH FLOW STATEMENT FOR THE PERIOD | |||||||
| Other adjustments | 0 | (1) | 0 | 0 | (Amounts in thousand Euros) | |||||||
| balance c/f (On period 30/03/2008 & 30/03/2007 respectively) | 283,979 | 674,526 | 244,818 | 381,902 | GROUP | COMPANY | ||||||
| ADDITIONAL NOTES | Cash flow from operating activities | 1/1-31/03/2008 1/1-31/03/2007 1/1-31/03/2008 1/1-31/03/2007 | ||||||||||
| 1.The companies of the Group with their respective addresses, the percentanges with which the Group participates in their share capital, as well as their consolidation method in the | Earnings before income tax from continued operations | (5,100) | (6,104) | (4,361) | (295) | |||||||
| Consolidated Financial Statements of the period 1/1-31/3/2008 are analyticaly presented in note 6.1 of the quarterly financial report 2.The unaudited tax years of the companies of the Group are presented in Note 8.5 of the quarterly financial report. |
Earnings before income tax from discontinued operations Total Earnings |
395,573 390,473 |
(67,879) (73,983) |
0 (4,361) |
0 (295) |
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| 3. The Basic accounting principles that are applied are in conformity with the International Financial Reporting Standards (I.F.R.S.), as they have been used after the last year 2007. | Plus/less Adjustments for : | |||||||||||
| 4. There are no liens or any other commitments on the fixed assets of the parent company and the Group's companies. 5. The contigent liabilities and claims of the Group from legislative assertions are presented analytically in note 8.4 of the quarterly financial report. |
Depreciations Provisions-Impairments |
3,451 33 |
2,882 218 |
55 1,772 |
56 2 |
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| 6. Transaction within the period 1/1/-31/3/2008 and balances on 31/3/2008 with related parties, as defined under IAS 24, are analytically presented in the following table and in more details in note 9.7 of the quarterly financial report. |
(Earnings) /losses from foreign exchange differences (Earnings) /losses from sale of tangible assets |
(471) 0 |
(29) 0 |
58 0 |
2 0 |
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| Amounts in thousand Euros | GROUP | COMPANY | (Earnings) /losses from sale of financial property | 0 | (53) | 0 | 0 | |||||
| - Income - Expenses |
18 24 |
370 270 |
Results (income, expenses, profit and loss) from investing activity Interest expenses and related expenses |
(492) (395,686) |
(333) 67,655 |
(90) | ||||||
| - Receivables - Liabilities |
7,990 3,155 |
23,656 8,515 |
Income from dividend Income from Interest |
1,277 (3) |
1,125 0 |
62 0 |
556 0 |
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| -Transactions of Management excecutive and members of the BoD | 0 | 0 | (Increase)/Decrease in inventory | (84) | (9) | (261) | (207) | |||||
| - Receivables from the Management excecutive and members of the BoD -Liabilities to Management excecutive and members of the BoD |
89 3,369 |
17 3,334 |
(Increase)/Decrease in trade and other receivables (Increase)/Decrease in trade payables (except banks) |
(1,663) (25,522) |
(19) (11,434) |
0 (26) |
0 372 |
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| 7. The number of employees at the end of the current period for the Group was 1,293 compared to 1,267 in 2007, | Income taxes paid | 26,256 | 1,518 | 6,109 | (611) | |||||||
| The number of employees at the end of the current period for the Company was 10 compared to 10 in 2007. 8. The Group and the Company has accounted for provisions for unaudited tax years € 800 thou. The other provisions accumulated amount for the Group € 1.788 thou. |
Interest expenses paid Exchange rate differences |
(890) 474 |
(535) 25 |
(105) 38 |
(140) 0 |
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| 9. Subsidiary TOUSA Inc. has filed for submission under Chapter 11 of the Us Bankrupsy act on 29/1/2008. Due to this fact there has not been possible the said subsidiary to finalize the audit and publish the financial statements of the closing year within the statutory deadlines. |
Operating cash flows from discontinued operations Total inflows / (outflows) from operating activities (a) |
0 (2,847) |
(5,329) (18,301) |
0 3,341 |
0 (355) |
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| As a result it has not been possible to prepair and publish the final consolidated financial statements of Group Technical Olympic within the statutory deadlines. | Cash flow from investing activities | |||||||||||
| For the reason with the decision of ATHEX dated 26/3/2008, after relevant proposition of the Capital Market Commission, it was decided company's share trading to be under suspension as the company has not released its annual consolidated financial statements for the fiscal year 2007, according to the as of 24/3/2008 relevant announcement of the company. |
Purchase of current and non-current assets Proceeds from fixed and intagible assets sales |
(5,636) (97) |
(4,134) 0 |
0 0 |
(6) 0 |
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| The aforemention suspension of the company's share trading stands up today. 10. The management of TECHNICAL OLYMPIC SA decided that from 2/1/2008 will not consolidate its subsidiary TOUSA Inc. The reason for this decision are analyticaly presented in |
Dividends receivables Increase / (decrease) in Subsidiaries share capital |
0 0 |
0 873 |
(5,660) 0 |
0 0 |
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| note 9.15 of the Quarterly Financial Report. | Investing cash flows from discontinued operations | 3 | 0 | 0 | 0 | |||||||
| 11. On 15/2/2008 and 29/2/2008 the company TECHNICAL OLYMPIC SA granted the amounts of € 1,700,000.00 and € 3,960,000.00 to its subsidiaries Village Inn Porto Carras SA and Domain Porto Carras SA as convertible bond loans, that they have been decided by the Companies' Ordinary General Meetings as of 29/6/2006 and 30/06/2005 respectively. |
Total inflows / (outflows) from investing activities (b) Financing activities |
0 3,133 |
850 0 |
0 0 |
0 0 |
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| 12. On 8/8/2008 "MELTEMI KASTRI CYPRUS LTD" proceeded to the sale of the MELTEMI KASTRI SA shares to PILSBY LTD for a total of € 3,000,000, while according to the agreement an additional amount of € 2,625,000 will be paid upon withdrawal of the dispute of the validity of the State licences for the Lakonia Wind Park. |
Proceeds from issued / granted loans Loan repayment |
0 (2,597) |
(23,640) (26,051) |
0 (5,660) |
0 (6) |
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| 13.Pursuant to the decision of the BoD of TECHNICAL OLYMPIC dated 7/7/2008, the sale of 4,307,194 common registered shares of LAMDA TechnOL Flisvos | Repayments of liabilities from financial leasing (capital repaiment) | |||||||||||
| was approved for the amount of € 6,583,333.08. The transfer of the shares was completed on 11/7/2008. 14.Pursuant to the decision of the BoD of PORTO CARRAS SA dated 7/7/2008, the sale of 861,439 common registered shares of LAMDA TechnOL Flisvos |
Share Capital Increase Share Capital Increase Expenses |
5,497 (10,662) |
10,984 (198) |
3,402 (1,002) |
0 0 |
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| was approved for the amount of € 1,316,666.92. The transfer of the shares was completed on 11/7/2008. 15. MOCHLOS SA BoD in its session dated 7.1.2008 decided to cease operations of all plants of the industrial sector (production and trade of concrete) |
Net payments/proceeds of interests Dividends paid |
(261) 0 |
(529) 0 |
0 0 |
0 (1) |
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| in the Patra and Igoumenitsa areas as well as the US branch. | Proceeds from granted loans | (1,062) | (439) | (53) | (82) | |||||||
| 16. According to the 2nd Repeat Ordinary General Shareholders Meeting of MOCHLOS SA dated 24/7/2008, the following was approved: a) the commencement of the procedures for the spinoff of the construction sector (ie the state and private projects sector) and the subsequent contribution of the sector to the company "STROFILI SA", a TECHNICAL OLYMPIC subsidiary |
Financing cash flows from discontinued operations Total inflows / (outflows) from financing activities (c) |
0 (6,488) |
8,635 18,453 |
0 2,347 |
0 (83) |
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| pursuant to the provisions of articles 1-5 of Law 2166/1920, b) the the two-year stock option plan for the purchase, in full or in part of up to seven million (7,000,000) shares of the company, or 9.535% of the current outstanding number of shares (73,410,192), to the members of the BoD |
Net increase in cash and cash equivalents of the period (a) + (b) + (c ) |
(11,932) | (25,899) | 28 | (444) | |||||||
| and the company's executives, as well as to the mebers of the BoD and the executives of its affiliated companies. | Cash and cash equivalents at beginning of period | 17,678 | 65,515 | 482 | 1,161 | |||||||
| 17. In execution of the relevant decision of the Ordinary GSM of PORTO CARRAS SITHONIA BEACH CLUB S.A., stock options were offered to the Chairman of the BoD representing 3,270,000 shares at offer price equal to the share's par value that is ninety cents (0.90), or € 2,943,088 |
Foreign exchange differences cash equivalents at end of period Cash and cash equivalents at end of period |
(22) 5,724 |
(27) 39,589 |
(22) 488 |
0 717 |
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| and subsequently the cash deposit of the above amount was certified by the BoD at its session dated July 1st, 2008, and consequently the company's share capital formed at EUR 32,373,000 divided into 35,970,000 common registered shares at EUR 0.90 each. |
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| 18. On 31/7/2008 PORTO CARRAS SITHONIA BEACH CLUB S.A., BoD determined July 31st to be the date for the compilation of the accounting statements | ||||||||||||
| of the hospitality and tourist companies management sector and real estate development sector pursuant to the provisions of articles 1-5 of Law 2166/1993 and Law 2190/1920 and the subsequent contribution of these sectors to the Company MOCHLOS S.A. |
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| 19. In execution of the relevant decision of the Ordinary GSM of PORTO CARRAS S.A., stock options were offered to the Chairman of the BoD representing 1,324,000 shares at offer price equal to the share's par value that is EUR three (3.00), or € 3,972,000 and subsequently the cash deposit of the above amount was certified |
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| by the BoD at its session dated July 1st, 2008, and consequently the company's share capital formed at EUR 43,692,000 divided into 14,564,000 common registered shares at EUR 3.00 each. | ALIMOS SEPTEMBER 19, 2009 | |||||||||||
| 20.Pursuant to the decision of the BoD of TECHNICAL OLYMPIC S.A. dated 23/7/2008 and in execution of former General Shareholders Meetings' decisions, remunerations to the members of the BoD of the company of the amount of € 2,350,000 were granted. |
PRESIDENT, Board of Directors | MANAGING DIRECTOR | ||||||||||
| 21.Pursuant to the decision of the BoD of the subsidiary PORTO CARRAS S.A. dated 23/7/2008 and in execution of the decision of General Shareholders Meeting dated 30/6/2008, remunerations to the members of the BoD of the company of the amount of € 3,000,000 were granted. |
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| 22.Pursuant to the decision of the BoD of the subsidiary PORTO CARRAS SITHONIA BEACH CLUB S.A. dated 24/7/2008 and in execution of the decision of General Shareholders | ||||||||||||
| Meeting dated 05/06/2008, remunerations to the members of the BoD of the company of the amount of € 1,025,000 were granted. | KONSTANTINOS A. STENGOS ID No. ΑΒ 342754 |
GEORGE K.STENGOS ID No. ΑΒ 342752 |
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| FINANCIAL DIRECTOR | CHIEF ACCOUNTANT | |||||||||||
| KONSTANTINOS P.RIZOPOULOS ID No. Σ332143 |
STILIANI X.PAPADOPOULOU ID No. Σ576787 |
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