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Viohalco S.A. Interim / Quarterly Report 2015

Sep 30, 2015

4023_rns_2015-09-30_43b88a27-8fb3-4c14-ae42-a5a004e12e8c.pdf

Interim / Quarterly Report

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I N T ERI M R EP O RT F O R T H E S I X MO N T HS P ERI O D EN D ED 3 0 JUN E 2 0 1 5

I N T ERI M R EP O RT F O R T H E S I X MO N T HS P ERI O D EN D ED 3 0 JUN E 2 0 1 5

CONTENTS

Key Consolidated Financial Data 3
Interim Management Report 4
Management Statement 11
Shareholder Information 11
Condensed Consolidated Interim Financial Statements 13
Consolidated statement of Financial Position 13
Consolidated statement of profit or loss 14
Consolidated statement of comprehensive income 15
Consolidated statement of changes in equity 16
Consolidated statement of cash flows 17
Notes to the Condensed consolidated Financial statements 18
Statutory Auditor's Report on the Condensed Consolidated Interim Financial Statements 30

KEY CONSOLIDATED FINANCIAL DATA

INTERIM MANAGEMENT REPORT

This section focuses on Viohalco's business performance for the period ended 30 June, 2015. Interim financial statements, prepared in accordance with IAS 34, are presented on pages 13 to 29.

FINANCIAL HIGHLIGHTS

  • Consolidated revenue of EUR 1,721 million up 18%, compared to EUR 1,455 million in H1 2014;
  • Gross profit up 85% to EUR 183 million in H1 2015, compared to EUR 99 million in H1 2014;
  • EBITDA of EUR 121 million significantly increased by 142%, compared to EUR 50 million in H1 2014;
  • EBIT of EUR 60.4 million at H1 2015, compared to a loss of EUR 5.7 million in H1 2014 ;
  • Profit of the period of EUR 10 million at H1 2015, compared to a loss of EUR 50 million at H1 2014;
  • Financial debt: EUR 1,745 million versus EUR 1,583 million in H1 2014

OPERATIONAL HIGHLIGHTS

Viohalco operates under an organizational framework that comprises four business segments: Aluminium, Copper and Cables, Steel and Steel Pipes and Real Estate Development and Other Services.

  • In the Aluminium segment, signing of a Memorandum of Understanding between Elval and UACJ Corporation for establishing a joint venture company in Germany for the purchase, production and sale of automotive heat exchanger materials in Europe.
  • Stronger presence for the Copper segment in the French market, following the integration in its commercial activities of the Reynolds European SAs copper business.
  • Award to Fulgor, the Cable segment company, of a contract of EUR 36.4 million for the cable interconnection of the 73.2 MW wind park in the island of St.George, south of Cape Sounio. The contract includes the supply and the laying of the cable in depth up to 230 meters, the cable protection in the seabed along the whole route and the implementation of the necessary terminations and connections to the existing high voltage grid in Lavrio.
  • On April 29, 2015, the Boards of Directors of Viohalco and Sidenor Holdings elected the merger of the two companies as the most appropriate technical solution for strengthening the capital structure of the Steel producing companies and plants of Sidenor Holdings located in Greece, and for securing ongoing support through better access to the international capital and money markets.

FINANCIAL REVIEW

Viohalco's financial performance in the first half of 2015 was impacted by the performance of its key subsidiaries.

Despite continued macroeconomic challenges, Viohalco demonstrated significantly improved results compared to H1 2014. Viohalco's three largest business segments, Aluminium, Copper and Cables and Steel and Steel Pipes, all performed better during H1 2015 compared to the same period last year. Performance was also helped in part by the decline of the Euro against the US Dollar and the GBP, which resulted in increased international demand, and by higher margins due to improved product mix, higher conversion prices and lower oil prices.

SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the period ended 30 June
Amounts in EUR thousand 2015 2014
Revenue 1,721,135 1,455,254
Gross profit 183,339 98,921
Gross profit (%) 11% 7%
EBITDA (1) 120,993 49,996
EBITDA margin (%) 7% 3%
EBIT (2) 60,430 -5,709
EBIT margin (%) 4% -0.4%
Proft/Loss (-) before income tax 7,615 -49,304
Net margin before income tax (%) 0.4% -3%
Profit/Loss (-) of the period 10,091 -49,561

(1) EBIT plus amortisation and depreciation

(2) Operating result

Consolidated revenue for H1 2015 amounted to EUR 1,721 million, an increase of 18%, compared to EUR 1,455 million recorded in H1 2014. The increase in revenue was largely driven by higher sales volumes in all segments, especially in Copper and Cables (an increase of 9% vs. H1 2014) and Steel and Steel Pipes (an increase of 13% vs. H1 2014) segments. The strong demand from the European markets, an improved product mix, higher selling and conversion prices and favourable economic conditions in metal prices also impacted positively the revenue during the first half of 2015.

The table below shows the evolution of the average metal prices:

For the period ended 30 June %
Amounts in EUR per ton 2015 2014 Evolution
Primary aluminium 1,599 1,279 25%
Copper 5,317 5,047 5%
Zinc 1,912 1,496 28%

Gross profit increased significantly by 85%, to EUR 183 million in H1 2015 from EUR 99 million in H1 2014, while the profit of the period amounted to EUR 10 million versus a loss of EUR 50 million in H1 2014.

SUMMARY OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Amounts in EUR thousand 30 June 2015 31 December 2014
ASSETS
Property, plant and equipment 1,786,991 1,759,024
Investment property 146,960 141,497
Other 87,853 103,968
Non-current assets 2,021,804 2,004,489
Inventories 996,252 860,709
Trade and other receivables 660,894 535,085
Cash and cash equivalents 115,289 99,612
Other 15,792 12,639
Current assets 1,788,227 1,508,045
TOTAL ASSETS 3,810,031 3,512,534
EQUITY 1,265,822 1,243,006
LIABILITIES
Loans and borrowings 952,705 944,599
Deferred tax liabilities 129,837 138,091
Other 101,215 100,775
Non-current liabilities 1,183,756 1,183,465
Loans and borrowings 792,291 638,848
Trade and other payables 544,461 430,718
Other 23,701 16,497
Current liabilities 1,360,452 1,086,063
TOTAL LIABILITIES 2,544,209 2,269,529
TOTAL EQUITY & LIABILITIES 3,810,031 3,512,534

Viohalco's total assets increased by 8% to EUR 3,810 million at 30 June 2015 compared to 3,513 million at 31 December 2014.. This is due to a EUR 136 million increase in inventories, a EUR 126 million increase in trade and other receivables, as well as an increase in property, plant and equipment of EUR 28 million.

Current liabilities increased by EUR 274 million, from EUR 1,086 million at 31 December 2014 to EUR 1,360 million at 30 June 2015. This is largely due to new bank loans issued during the period for an amount of EUR 322 million partally offset by repayments of EUR 169 million and the EUR 114 million increase in trade and other payables.

SUMMARY OF CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended 30 June
Amounts in EUR thousand 2015 2014
Cash flows used in operating activities -69,029 -17,978
Cash flows used in investing activities -68,186 -70,322
Cash flows from financing activities 152,009 25,622
Net increase/decrease in cash and cash equivalents 14,794 -62,677
Cash and cash equivalents, beginning of period 99,612 173,401
Effects of movements in exchange rates on cash held 883 274
Cash and cash equivalents, end of period 115,289 110,997

Net cash flows used in operating activities increased from EUR 18 million at H1 2014 to EUR 69 million in H1 2015.

Cash flows used in investing activities during the period were EUR 68 million compared to EUR 70 million in H1 2014. The consolidated capital expenditure during H1 2015 reached EUR 95 million (vs. EUR 87 million in H1 2014) mainly due to the implementation of investments for increased capacity, quality improvements and expansion in new markets, especially in the Aluminium segment. In specific, the major outflows were in Bridgnorth plant in UK, which continued its investment plan to double its capacity, amounting in H1 2015 to EUR 20.9 million, while at the Oinofyta plant, investment outflows amounted to EUR 15.8 million. Those investments are partially offset by the proceeds from sales of financial assets for EUR 21 million.

Cash flows from financing activities for the period increased significantly over H1 2014 to EUR 152 million as result of new issued borrowings for EUR 322 million and EUR 169 million repayment of borrowings .

PERFORMANCE BY BUSINESS SEGMENT

Aluminium: In the first half of 2015, the Aluminium segment revenue amounted to EUR 655 million, up 28%, compared to EUR 511 million in H1 2014, while the growth in sales volumes continued, mostly attributable to the strong performance in the rolling business (Elval, Symetal, Bridgnorth Aluminium). This trend was somewhat restricted by the full utilization of all production units. The volume increase combined with higher aluminium prices (LME and premium), the improved product mix and higher conversion prices, led to higher revenue and profits. The profit of the period for the business segment amounted to EUR 32 million vs. EUR 2 million in H1 2014. In particular, the rolling business performed strongly, due to higher demand from international markets, while the high losses of 2014 in the extrusion business did not recur. It should be noted that these positive results were achieved despite the higher financial expenses.

The table below provides a profit or loss summary for the Aluminium segment for the six months period ended 30 June 2015:

For the period ended 30 June
Amounts in EUR thousand 2015 2014
Revenue 655,279 511,369
Gross profit 67,921 39,642
Gross profit (%) 10% 8%
EBITDA 63,129 34,659
EBITDA margin (%) 10% 7%
EBIT 38,016 11,986
EBIT margin (%) 6% 2%
Profit before income tax 30,592 5,390
Net margin before income tax (%) 5% 1%
Profit of the period 32,100 2,172

Copper and Cables: Segment's revenue in H1 2015 increased by 13% to EUR 629.5 million from EUR 555 million in H1 2014, primarily due to 9% higher sales volumes and increased average metal prices. The growth in sales volume was a result of the good performance of cables and copper tubes, the former due to the execution of submarine high-voltage cables projects and the latter due to increased exports. The trend in brass extruded products (bars and tubes) sales was positive, while the sales of copper extruded products (bus bars and rods) remained stable. At the same time, there was decline in the sales of rolling products, due to low demand for the copper and brass products used in roofing. The loss of the period for the segment amounted to EUR 4 million vs. EUR 18.4 million in H1 2014. Results were also positively affected by absence of inactivity costs related to the upgrade of existing equipment and installation of new equipment at the cable Fulgor plant in H1 2014, and negatively affected by an inventory impairment of EUR 3.8 million, due to a drop in metal prices at the end of the period.

The table below provides a profit or loss summary for the Copper and Cables Segment for the six months period ended 30 June 2015:

For the period ended 30 June
Amounts in EUR thousand 2015 2014
Revenue 629,470 555,267
Gross profit 39,467 17,052
Gross profit (%) 6% 3%
EBITDA 36,474 10,642
EBITDA margin (%) 6% 2%
EBIT 19,948 -704
EBIT margin (%) 3% -0.1%
Loss before income tax -4,378 -21,707
Net margin before income tax (%) -1% -4%
Loss of the period -4,024 -18,387

Steel and Steel Pipes:

Revenue for the segment increased by 17.3% to EUR 472 million over the same period in H1 2014. This was in large part attributable to 13% higher sales volumes, mainly due to projects undertaken by Corinth Pipeworks during the last quarter of 2014, as well as the highly value-adding projects currently underway, in addition to increased sales activity at the steel subsidiary Stomana Industry. Other expenses decreased by 48.5% largely due to the decrease in inactivity costs at Corinth Pipeworks and Sovel. As a result of all of the above, losses for the period were reduced from EUR 29 million during H1 2014 to EUR 20 million during the same period this year.

The table below provides a profit or loss summary for Steel and Steel Pipes segment for the six months period ended 30 June 2015:

For the period ended 30 June
Amounts in EUR thousand 2015 2014
Revenue 471,876 402,336
Gross profit 64,971 34,837
Gross profit (%) 14% 9%
EBITDA 20,796 10,255
EBITDA margin (%) 4% 3%
EBIT -1,591 -13,107
EBIT margin (%) -0.3% -3%
Loss before income tax -21,899 -29,865
Net margin before income tax (%) -5% -7%
Loss of the period -19,887 -29,242

Real Estate Development & Other Services Segment: Although consolidated revenue for the segment decreased amounting to EUR 7.0 million in H1 2015, compared to EUR 15.8 million in H1 2014, the loss of the period was significantly reduced, amounting to EUR 0.5 million from EUR 2.8 in H1 2014. The real estate portfolio has a total carrying amount of EUR 147 million. Viohalco and its subsidiaries hold a portfolio with high quality equity instruments totalling EUR 22.4 million.

Whilst the above financial performance by business segment does give insights into the performance of Viohalco and its subsidiaries as a whole, the consolidated revenue/results for Viohalco and its subsidiaries does not equal the sum of the revenue/results per segment, since the effects of the revaluation of the assets of Halcor and its subsidiaries (Halcor and Hellenic Cables) have been restated to comply with the accounting policy adopted by Viohalco for the preparation of consolidated financial accounts, and, the intercompany transactions are not eliminated. The following table shows the necessary calculations in order to match the published financial statements of subsidiaries with the data presented in note "Operating segments".

As at 30 June 2015 As
per
published
financial statements
Non
published
financial
statements
Retreatment Consolidation As per consolidated
financial statements
Aluminium
Revenue 655,279 - - -22,811 632,468
Gross profit 67,921 - - 1,390 69,311
Operating result (EBIT) 38,016 - - -766 37,250
EBITDA 63,128 - - -1,647 61,481
Profit/loss (-) before income tax 30,592 - - -1,113 29,479
Profit/loss (-) of the period 32,100 - - -1,117 30,983
Copper and Cables
Revenue 629,470 - - -20,448 609,022
Gross profit 39,467 - 3,891 3,354 46,712
Operationg result (EBIT) 19,948 - 4,976 142 25,066
EBITDA 36,474 - 971 609 38,054
Profit/loss (-) before income tax -4,378 - 4,035 -621 -964
Profit/loss (-) of the period -4,024 - 3,365 -627 -1,286
Steel and Steel pipes
Revenue 146,686 325,190 - 786 472,662
Gross profit 41,005 23,966 - -295 64,676
Operating result (EBIT) 8,940 -10,531 - 1,097 -494
EBITDA 13,220 7,576 - 802 21,598
Profit/loss (-) before income tax 6,215 -28,114 - 772 -21,127
Profit/loss (-) of the period 6,532 -26,419 - 780 -19,107

MAIN RISKS AND UNCERTAINTIES FOR THE REMAINING 6 MONTHS OF THE YEAR

This section has been developed in the notes of the condensed consolidated interim financial statements, section 4 "Financial risk management".

SUBSEQUENT EVENTS

This section has been developed in the notes of the condensed consolidated interim financial statements, section 17 "Subsequent events".

Based on the international economic environment and taking also into consideration the current political and economic circumstances in Greece, the outlook for our business segments in the second half of 2015 is as follows:

In the Aluminium segment, demand from international markets has been very strong since the start of the year and plants operate at full capacity, which is expected to continue for the rest of the year. Revenues generated in the Greek market are immaterial and any further deterioration in the country's economic environment does not present a risk. Finally, the restructuring of this business segment continues and the spin-off of the rolling activities is to be concluded on September 30th 2015.

For Copper and Cables, the outlook depends significantly on the continuation of the recovery in international markets. Expectations vary per geographic area with demand in most European countries recording a slight increase and a similar trend expected to materialize in the United States. At the same time, the construction activity is expected to show signs of recovery during the second half. For the second half of 2015, given the continued difficult conditions in the domestic market, the main strategic target will be expansion through increased exports in Europe and beyond, growth in market shares of industrial products and strengthening of activity in new markets that have not been affected by the economic downturn. With respect to Cables, the recovery of demand in Europe is expected to positively affect exports in the near future, while sales in the Greek market concern the performance of already signed contracts for projects having secured their financing. The important projects involving high-voltage submarine cables that have been undertaken by Hellenic Cables, the certifications by international energy network operators and the development of a competitive sales network enables the Company to seize any opportunities emerging worldwide and rival the top companies of the industry.

Record low international scrap prices resulted in metal losses for the Steel segment during the first half of the year. However, this trend is not expected to continue into the second half of 2015. The performance of the steel business was affected by the political instability in the key export markets of Libya and Egypt, the import restrictions in Algeria, as well as the lower demand in Greece due to significant slow-down of infrastructure projects. Going forward, an increased political stability in Greece is expected to lead to gradual market recovery. In the Balkan markets, the solid performance of the special steel business is expected to continue following positive trends in European car production and European GDP growth. Steel Pipes segment has had a good start in 2015 and this positive trend is expected to continue for the remainder of the year. A weaker Euro, the considerable backlog of projects that remain unrealized, as well as the benefits the Company derives from completed and soon to be completed investments (LSAW product line, the production unit of 24 meter pipes and the upgrade of the internal coating line) form a basis for the management's positive expectations for 2015 as a whole. On the other hand, the fall of oil prices renders drilling operations less profitable and therefore will result in a decreased demand in the energy segment.

Finally, regarding the Real Estate Development and Other Services segment, the new retail park in Corinth became operational in September 2015. During the year, we expect the conclusion of the lease agreement for the Hotel at Karaiskaki Square and the implementation of a more effective corporate structure for the segment. As for the other real estate properties of the segment, we expect to lease them as soon as the economic environment improves.

MANAGEMENT STATEMENT

STATEMENT ON THE TRUE AND FAIR VIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION AND THE FAIR OVERVIEW OF THE INTERIM MANAGEMENT REPORT

Evangelos Moustakas, Jacques Moulaert, Dimitri Kyriacopoulos, Panteleimon Mavrakis , members of the Executive Management certify, on behalf and for the account of the company, that, to their knowledge,

a) the condensed consolidated interim financial statements which have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the equity, financial position and financial performance of the company, and the entities included in the consolidation as a whole,

b) the interim management report includes a fair overview of the information required under Article 13, §§ 5 and 6 of the Royal Decree of November 14, 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

SHAREHOLDER INFORMATION

SHARE INFORMATION

Viohalco's share capital is set at EUR 117,665,854.70 divided into 233,164,646 shares without nominal value. The shares have been issued in registered and dematerialised form. All the shares are freely transferable and fully paid up. The Company has not issued any other category of shares, such as non-voting or preferential shares. All the shares representing the share capital have the same rights. In accordance with the articles of association of the company, each share entitles its holder to one vote.

Prior to the completion of the cross-border merger by absorption of Sidenor Holdings S.A. by Viohalco on 22 July 2015, Viohalco' s share capital stood at EUR 104,996,194.19 divided into 219,611,308 shares without nominal value.

Viohalco's shares are listed under the symbol "VIO" with ISIN code BE0974271034 on the regulated market of Euronext Brussels and on the main market of the Athens Exchange with the same ISIN code and with the symbol VIO (in Latin characters) and BIO (in Greek characters).

INVE STOR RELATIONS

Sofia Zairi Head of Investor Relations Tel +30 210 6787111, +30 210 6787773 Fax +30 210 6787722 Email: [email protected]

Market NYSE Euronext Brussels
Ticker VIO
ISIN code BE0974271034
Market Athens Exchange
Ticker VIO (in Latin characters) and BIO (in Greek characters)
ISIN code BE0974271034

Viohalco remains committed to high-quality and transparent financial reporting. Viohalco's condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRSs as adopted by the EU").

FINANCIAL CALENDAR

Meeting Date
Subsidiaries' Q3 2015 announcement 26 November 2015
Viohalco's 2015 annual results 31 March 2016
Ordinary General Meeting 2016 31 May 2016
Viohalco's half yearly 2016 results 30 September 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Amounts in EUR thousand
ASSETS
Note 30 June 2015 31 December 2014
Non-current assets
Property, plant and equipment 9 1,786,991 1,759,024
Intangible assets and goodwill 10 21,803 21,278
Investment property 11 146,960 141,497
Equity - accounted investees 12 20,259 18,495
Other investments 14 28,465 50,366
Derivatives 14 34 887
Trade and other receivables 8,449 7,624
Deferred tax assets 8,842 5,318
2,021,804 2,004,489
Current assets
Inventories 7 996,252 860,709
Trade and other receivables 8 660,894 535,085
Derivatives 14 10,888 9,454
Other investments 14 2,236 818
Income tax receivables 2,668 2,366
Cash and cash equivalents 115,289 99,612
1,788,227 1,508,045
Total assets 3,810,031 3,512,534
EQUITY
Equity
Share capital 104,996 104,996
Share premium 432,201 432,201
Translation reserve -6,526 -12,755
Other reserves 355,633 363,003
Retained earnings 45,010 32,768
Equity attributable to owners of the Company 931,315 920,214
Non-controlling interests 334,507 322,792
Total equity 1,265,822 1,243,006
LIABILITIES
Non-current liabilities
Loans and borrowings 13 952,705 944,599
Derivatives 14 48 148
Employee benefits 26,805 25,675
Grants 48,232 48,632
Provisions 3,180 3,093
Trade and other payables 22,951 23,227
Deferred tax liabilities 129,837 138,091
1,183,756 1,183,465
Current liabilities
Loans and borrowings 13 792,291 638,848
Trade and other payables 544,461 430,718
Current tax liabilities 12,984 4,857
Derivatives 14 10,337 11,225
Provisions 380 415
1,360,452 1,086,063
Total liabilities 2,544,209 2,269,528
Total equity and liabilities 3,810,031 3,512,534

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the six months ended 30 June
Amounts in EUR thousand Note 2015 2014
Continuing operations
Revenue 5 1,721,135 1,455,254
Cost of sales -1,537,796 -1,356,333
Gross profit 183,339 98,921
Other income 13,716 15,894
Selling and distribution expenses -81,528 -63,669
Administrative expenses -42,294 -43,422
Other expenses -12,804 -13,434
Operating result (EBIT) 5 60,430 -5,709
Finance income 5 10,982 5,993
Finance costs 5 -64,418 -50,337
Net finance income/costs (-) -53,436 -44,345
Share of profit of equity-accounted investees, net of
tax 5 621 749
Profit/Loss (-) before tax 7,615 -49,304
Tax expense (-)/ income on continuing operations 6 2,475 -257
Profit/Loss (-) from continuing operations 5 10,091 -49,561
Profit/Loss (-) of the period 10,091 -49,561
Profit/Loss (-) attributable to:
Owners of the Company 3,966 -33,369
Non-controlling interests 6,124 -16,192
10,091 -49,561
Earnings per share (in euro per share) 2015 2014
Basic and diluted 0.0181 -0.1519

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June

Amounts in EUR thousand 2015 2014
Profit/Loss (-) of the period 10,091 -49,561
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences 11,933 3,719
Available-for-sale financial assets - effective portion of changes in fair value -1,305 2,942
Cash flow hedges - effective portion of changes in fair value 4,254 1,570
Related tax -1,019 -379
Other comprehensive income, net of taxes 13,863 7,853
Total comprehensive income 23,954 -41,708
Total comprehensive income attributable to
Owners of the Company 11,002 -28,171
Non-controlling interests 12,952 -13,537
23,954 -41,708

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Amounts in EUR thousand Share capital Share premium Other reserves Translation reserve Retained earnings Total Non-controlling
interests
Total Equity
Balance as at 1 January 2015 104,996 432,201 363,003 -12,755 32,768 920,214 322,792 1,243,006
Total comprehensive income 0 0 496 6,106 4,401 11,002 12,952 23,954
Transactions with owners of the Company
Transfer of reserves 0 0 -7,865 123 7,841 9
9
-316 -217
Dividend 0 0 0 0 0 0 -921 -921
Total 0 0 -7,865 123 7,841 9
9
-1,237 -1,138
Changes in ownership interests 0 0 0 0 0 0 0 0
Balance as at 30 June 2015 104,996 432,201 355,634 -6,526 45,010 931,315 334,506 1,265,822
Amounts in EUR thousand Share capital Share premium Other reserves Translation reserve Retained earnings Total Non-controlling
interests
Total Equity
Balance as at 1 January 2014 104,996 432,201 439,411 -11,524 27,858 992,944 347,748 1,340,692
Total comprehensive income 0 0 3,771 1,640 -33,583 -28,172 -13,536 -41,708
Transactions with owners of the Company
Transfer of reserves 0 0 17,140 0 -17,140 0 0 0
Dividend 0 0 -50 0 0 -50 -4,212 -4,262
Total 0 0 17,090 0 -17,140 -50 -4,212 -4,262
Changes in ownership interests 0 0 -3,639 -40 -690 -4,369 585 -3,784
Balance as at 30 June 2014 104,996 432,201 456,633 -9,924 -23,554 960,353 330,585 1,290,938

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June
Amounts in EUR thousand Note 2015 2014
Profit/ loss (-) of the period 10,091 -49,561
Adjustments for:
Income tax 6 -2,475 257
Depreciation of PP&E, intangible assets and investment property 9,10 62,656 58,451
Impairment, write off, destruction of PP&E, intangible assets and investment property 2,709 585
Gain (-)/loss on sale of property, plant and equipment -878 -291
Gain (-)/loss on sale of financial assets -266 399
Gain (-)/ loss of investments and derivatives fair value 0 84
Fair value (profits)/loss on other financial assets at fair value through profit or loss 61 0
Finance income -9,861 -3,945
Finance costs 64,405 49,351
Income from dividends -854 -1,195
Amortization of grants -2,093 -2,747
Share of profit/loss of equity-accounted investees, net of tax -621 -749
122,871 50,639
Increase (-) / decrease in inventories -137,113 -14,774
Increase (-) / decrease in receivables -121,277 -72,509
Increase/decrease (-) in liabilities 109,845 69,103
Increase/decrease (-) in provisions 3,428 2,255
Increase/decrease (-) in employee benefits 978 446
-144,139 -15,478
Cash generated from operating activities -21,267 35,161
Interest paid -46,804 -47,303
Income tax paid
Net cash from/used in (-) operating activities
-958
-69,029
-5,836
-17,978
Cash flows from investing activities
Acquisition of PP&E, investment property and intangible assets 9,10 -94,993 -87,173
Proceeds from sale of PP&E, investment property and intangible assets 9,10 2,231 494
Acquisition of equity-accounted investees -745 0
Dividends received 1,630 1,491
Acquisition of available-for-sale financial assets -1,691 -56
Proceeds from sale of available-for-sale financial assets 20,684 4,000
Proceeds from sale of financial assets at fair value through profit or loss 0 84
Interest received 3,009 4,393
Proceeds from collection of grants 1,690 7,978
Acquisition of subsidiary net of cash acquired 0 -1,750
Effect of change in holdings 0 216
Net cash used in investing activities -68,186 -70,322
Cash flows from financing activities
Proceeds from new borrowings 13 321,875 134,546
Repayment of borrowings 13 -169,781 -105,577
Payment of finance lease liabilities -138 -223
Dividends paid -22 -3,123
Proceeds/payments from share capital increase (portion of minority)
Net cash from financing activities
75
152,009
0
25,622
Net decrease (-)/ increase in cash and cash equivalents 14,794 -62,677
Cash and cash equivalents at beginning of period 99,612 173,401
Effects of movements in exchange rates on cash held 883 274
Cash and cash equivalents 115,289 110,997

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. REPORTING ENTITY

Viohalco SA (hereafter referred to as "the Company" or "Viohalco") is a Belgian Limited Liability Company. The Company's registered office is located at 30 Avenue Marnix, 1000 Brussels Belgium. The Company's Consolidated Financial Statements include those of the Company and its subsidiaries (together referred to as"Viohalco"), and Viohalco's interest in associates accounted for using the equity method.

Viohalco SA is the holding company of various metal processing companies in Europe, based in Belgium. With production facilities in Greece, Bulgaria, Romania, Russia, FYROM and the United Kingdom, Viohalco's subsidiaries specialise in the manufacture of aluminium, copper and cables, and steel and steel pipes products.

In addition, Viohalco and its companies own substantial real estate properties in Greece and have redeveloped some of its properties as real estate development projects.

These interim financial statements were authorised for issue by the Company's Board of Directors on 29 September 2015.

The Company's electronic address is www.viohalco.com, where the Consolidated Financial Statements and the Condensed Consolidated Interim Financial Statements have been posted.

2. BASIS OF PREPARATION

Statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in Viohalco and its companies financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2014.

Use of estimates and judgements

Preparing financial statements in line with IFRS requires that Management takes decisions, makes assessments and assumptions and determines estimates which affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgements made by Management in applying accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2014.

3. SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated interim financial statements have been prepared using accounting policies consistent with those adopted for the preparation of the annual consolidated financial statements as of December 31, 2014, except for the adoption of the following amendment to standards and improvements which were endorsed by the European Union and became effective for the accounting periods beginning January 1, 2015:

  • IAS 19 "Employee Benefits Defined Benefit Plans: Employee Contributions" (Amendment)
  • Annual Improvements to IFRS 2010-2012 cycle
  • Annual Improvements to IFRS 2011-2013 cycle

The above amendment and improvements have no significant impact on the financial statements of Viohalco and its companies

4. FINANCIAL RISK MANAGEMENT

Viohalco and its companies will continue to face the same risks in the second half of 2015 as in H1 2015. Those risks are detailed in Viohalco's annual report 2014 ('Risks and uncertainties').

Viohalco and its companies are exposed to credit, liquidity and market risk.

The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required for the annual financial statements, and should be read in conjunction with the Viohalco's annual financial statements as at 31 December 2014.

During the period there were no changes in financial risk management objectives and policies or in the nature and extent of risks arising from financial instruments compared to those disclosed in the consolidated financial statements as at and for the year ended 31 December 2014.

The financial risks that the Viohalco and its Companies face from the macroeconomic and business environment in Greece, country which represents approximately 15 % of the consolidated revenue, as well as the policies of managing those risks are described below.

Pursuant to the Ministers decree dated 28 June, 2015, Greece based banks have been placed on a bank holiday and capital controls were imposed. The bank holiday ended on July 20, 2015, while the capital controls still remain in effect. Furthermore, the Greek government has completed the negotiation with the institutions for the formulation of a lending package, which was voted by the Greek parliament, the European parliaments and the ESM. Moreover, the disbursement of the first installment amounting to 26 billion Euro has been approved. 10 billion Euro will be allocated to the recapitalization of the Banks, 12 billion Euro was booked on a special debtservicing account (ECB, IMF, bridge loan), 1 billion Euro will be used for the overdue debts of the Greek State and 3 billion Euro will be disbursed in autumn, if the prerequisites are applied.

A potential failure in completing the agreement or recapitalizing the Greek banks could lead to the prolongation or deterioration of the situation and may have a negative result in the financial position of Greek companies. The aforementioned facts stress out the economic uncertainty to the macroeconomic and business environment in Greece. These conditions constitute a risk for Viohalco's companies and may, to a certain degree, affect negatively their operation and their financial position in a way that cannot be predicted at this point.

However, Viohalco's companies continue their activities uninterrupted with no production delays and the timely execution of all customers' orders. Under the assumption that all the prerequisites will be applied in the context of the total lending package and the recapitalization of banks will be completed, the risks arising from the aforementioned uncertainty are limited and are being dealt with as follows:

Regarding liquidity issues, the major part of Viohalco's companies' debt is comprised of long-term loans which have an average maturity of three years. There are sufficient credit limits in place to serve working capital requirements and refinance short term loans. Furthermore, Viohalco's companies export the bigger portion of their production, a fact that secures that the cash-flow from operational activities will not be significantly disrupted by the current situation in Greece.

Additionally, the production capacity of the units is not expected to face any issues considering that the exports, for which no negative effects are forecasted ,generate sufficient cash-flows to cover the materials imports that are necessary for production. The availability and the prices of raw materials are defined by the international markets and they are not affected by the situation in Greece. Local production costs have not been affected by the capital controls, while possible shortages of locally supplied secondary raw materials can always be dealt with through direct imports.

Given the economic uncertainty, the demand in the domestic market may shrink further. This development will marginally affect the revenue and the profitability of Viohalco's companies, as sales in Greece represent a small fragment of the total sales. Therefore, the revenue and the profitability of Viohalco's companies are not expected to be affected by capital controls and the reduction in domestic demand.

Finally, the difficulties encountered in exporting products due mainly to the availability of trucks, have already been adressed by Viohalco's companies through the use of alternative means of transport.

Viohalco and its Companies follow closely and on a continuous basis the developments in the international and domestic environment and timely adapt their business strategy and risk management policies in order to minimize the impact of the macroeconomic conditions on their operations.

5. OPERATING SEGMENTS

Revenue and operating profit per segment for the 6 months ended 30 June 2015 were as follows:

Amounts in EUR thousand Aluminium Copper and
Cables
Steel and Steel
Pipes
Real Estate and
Other Services
Total
Total revenue per segment 682,392 834,153 640,997 13,056 2,170,598
Inter-segment revenue -49,924 -225,131 -168,335 -6,073 -449,462
Revenue per segment after elimination of inter-segment revenue 632,468 609,022 472,662 6,983 1,721,135
Operating result (EBIT) 37,250 25,066 -494 -1,392 60,430
Finance income 2,537 6,467 611 1,367 10,982
Finance costs -10,455 -32,365 -21,850 252 -64,418
Share of profit/loss (-) of equity-accounted investees, net of tax 146 -132 607 0 621
Profit/Loss (-) before tax 29,479 -964 -21,127 227 7,615
Income tax expense 1,504 -322 2,020 -727 2,475
Profit/Loss (-) from continuing operations 30,983 -1,286 -19,107 -500 10,091

Other information per segment as at 30 June 2015 were as follows:

Amounts in EUR thousand Aluminium Copper and
Cables
Steel and Steel
Pipes
Real Estate and
Other Services
Total
segment assets 1,207,584 959,411 1,349,420 293,615 3,810,031
Equity-accounted investees 318 574 19,367 0 20,259
segment liabilities 587,287 910,772 1,035,561 10,588 2,544,209
Capital expenditure 50,708 10,657 27,411 6,194 94,970
Depreciation and amortisation -25,571 -13,254 -22,578 -1,252 -62,656

Revenue and operating profit per segment for the 6 months ended 30 June 2014 were as follows:

Amounts in EUR thousand Aluminium Copper and
Cables
Steel and Steel
Pipes
Real Estate and
Other Services
Total
Total revenue per segment 523,008 757,794 559,360 21,914 1,862,076
Inter-segment revenue -36,877 -204,463 -159,401 -6,080 -406,821
Revenue per segment after elimination of inter-segment revenue 486,131 553,330 399,959 15,834 1,455,254
Operating result (EBIT) 2,015 5,920 -10,332 -3,311 -5,709
Finance income 2,736 951 569 1,736 5,993
Finance costs -9,049 -22,798 -18,166 -324 -50,337
Share of profit/loss (-) of equity-accounted investees, net of tax 9
4
5
5
600 0 749
Profit/Loss (-) before tax -4,204 -15,872 -27,329 -1,899 -49,304
Income tax expense -3,330 3,325 625 -877 -257
Profit/Loss (-) from continuing operations -7,534 -12,547 -26,704 -2,776 -49,561

Other information per segment for the 12 months ended 31 December 2014 were as follows:

Amounts in EUR thousand Aluminium Copper and
Cables
Steel and Steel
Pipes
Real Estate and
Other Services
Total
segment assets 1,083,899 868,185 1,252,648 289,307 3,494,039
Equity-accounted investees 353 8 18,134 0 18,495
segment liabilities 479,831 825,254 949,471 14,973 2,269,529
Capital expenditures 61,784 49,219 80,979 4,015 195,997
Depreciation and amortisation -48,230 -25,055 -43,883 -2,451 -119,619

Current income tax was calculated based on the best estimate of Group Management of the average annual tax rate that is expected to apply for the full financial year.

Amounts in EUR thousand 30/06/2015 30/6/2014
Income tax -10,473 -6,702
Deferred tax 12,948 6,445
Total 2,475 -257

The consolidated effective tax rate for the six months period ended 30 June 2015 was -32.51% (six months ended 30 June 2014: 0.52%). Current year's tax credit is attributed to the following:

  • The higher current income tax expense which is due to:
  • Higher profitability of Viohalco companies during the six-month period of 2015
  • Increase in the current income tax rate (from 26% to 29%) for Greek subsidiaries during 2015
  • The increase in deferred tax credit which is mainly attributed to the following one-off items:
  • Deferred tax credit of EUR 3.6 million as a result of the reversal of temporary differences between tax books and accounting books of the net book value of fixed assets as a result of the spin-offs of Elval Group. These transactions had not any current income tax implications.
  • Reversal of EUR 2 million of deferred tax liabilities related to allowances for doubtful debts recorded in tax books. In accordance with the Greek law, these allowances have been reversed due to the expiry of the relevant five-year period. It is noted that this reversal had no material effect on current income tax, as the additional taxable profits incurred from the reversal of tax provision did not result proportionally in additional current tax expense, since for a significant part of these profits, tax free reserves were recognized by Viohalco's subsidiaries.
  • Recognition of deferred tax asset of EUR 2.8 million on the elimination of profit in stock resulting from significant stock in transit at the reporting date.

7. INVENTORIES

The increase is primarily attributed to the increased quantities of raw materials held by Viohalco companies at June 30, 2015 in order to secure the smooth operations of their plants and to cover the increased demand for their products for the forthcoming months.

Viohalco's companies charged an impairment allowance for their inventories during the period of EUR 5.2 million, mainly as a result of the declining metal prices in the international markets. The impairment allowance was recorded through profit and loss in "Cost of sales".

8. TRADE AND OTHER RECEIVABLES

The increase noted in trade and other receivables is partially attributed to the increase in outstanding balances from customers that could not be settled at due date as a result of the imposed capital controls in Greece on June 28, 2015. The aforementioned balances were paid off during July 2015. Trade receivables were also increased due to the increased sales performed during the last months of the reporting period.

There are no significant developments regarding the ongoing litigations of the subsidiary Corinth Pipeworks S.A, described in the Viohalco 2014 annual report.

During the current period, Viohalco acquired assets with a cost of EUR 87 million (EUR 86 million during the six months ended 30 June 2014).

The investment in the Aluminium segment amounted to EUR 49 million. Elval Group continued the investment plan to double the capacity of the plant of its subsidiary Bridgnorth Aluminum Ltd, in United Kingdom , with the relevant disbursements amounting to EUR 20.9 million, while at the Oinofyta plant of Elval S.A., investment outflows amounted to EUR 15.8 million.

During the first half of 2015, Copper & Cables segment's investments amounted to EUR 10.4 million. The most significant investments concerned the completion of the investment program in cables segment relating to the production of submarine cables (EUR 4.9 million), the upgrade of copper production facilities in Inofyta (EUR 3.3 million) and the improvement of Sofia Med's copper plant in Bulgaria (EUR 2.2 million).

Steel and Steel Pipes segment continued its investment program and as a result investments of EUR 27.3 million took place during the first semester of 2015. The most significant investment of the segment concerns the production unit of the LSAW-JCOE large-diameter pipe mill for longitudinally welded pipes in the Corinth Pipeworks S.A. mill.

Assets with a carrying amount of EUR 1.3 million were disposed of during the current period (EUR 0.2 million during the six months ended 30 June 2014), resulting in a gain of EUR 0.8 million included in 'other income' in profit or loss for the six months ended 30 June 2015 (gain of EUR 0.3 million for the six months ended 30 June 2014).

10. GOODWILL AND INTANGIBLE ASSETS

During the current period, Viohalco acquired assets with a value of EUR 1.9 million (EUR 0.9 million during the six months ended 30 June 2014).

11. INVESTMENT PROPERTY

During the period, Viohalco and its companies acquired assets with a value of EUR 6 million (EUR 0.2 million during the six months ended 30 June 2014) and recorded depreciation of EUR 0.8 million.

The main investment of the Real estate segment incurred during 2015 concerned the new mall "Mare West" in Corinthos which is expected to begin its operations during the current year.

During the period, no impairment losses were recognized nor were any reversals made on losses recognized during prior periods.

12. EQUITY-ACCOUNTED INVESTEES

During the six months period ended 30 June 2015, the subsidiary company Halcor participated equally with Cantas A.S. (Turkey) in the establishment of a joint venture HC Isitma Α.S. (Turkey) by paying EUR 0.7 million.

13. LOANS AND BORROWINGS

a) Overview

Amounts in EUR thousand 30/06/2015 31/12/2014
Non-current liabilities
Secured bank loans 198,610 193,863
Secured bond issues 704,660 740,234
Unsecured bond issues 41,482 6,000
Finance lease liabilities 1,128 1,144
Unsecured bank loans 6,825 3,357
Total 952,704 944,599
Current liabilities
Current portion of secured bank loans 70,807 6,453
Current portion of secured bond issues 58,187 13,213
Current portion of unsecured bond issues 0 19,368
Current portion of finance lease liabilities 149 271
Unsecured bank loans 663,147 599,542
Total 792,291 638,848
Total loans and borrowings 1,744,995 1,583,447

The maturities of non-current loans are as follows:

Amounts in EUR thousand 30/06/2015 31/12/2014
Between 1 and 2 years 152,726 135,459
Between 2 and 5 years 748,140 751,868
Over 5 years 51,838 57,272
Total 952,704 944,599

The effective weighted average interest rates at the reporting date are as follows:

30/06/2015 31/12/2014
Bank loans (non-current) 4.8% 5.1%
Bank loans (current) 5.7% 5.7%
Bond issues 5.4% 5.2%
Finance lease liabilities 3.3% 4.9%

b) Movements

Amounts in EUR thousand Carrying amount
Balance at 1 January 2015 1,583,447
New issues
Unsecured bank loans 205,972
Secured bank loans 72,727
Unsecured bond loans 35,622
Secured bond loans 7,553
Total 321,875
Repayments
Unsecured bank -144,739
Secured bank loans -5,704
Unsecured bond loans -19,277
Secured bond loans -60
Finance leases -138
Total -169,919
Other movements 9,592
Balance at 30 June 2015 1,744,995

During the six months period ended June 30, 2015, Viohalco's subsidiaries obtained new bank loans and issued bonds, which amounted to EUR 278.7 million and EUR 43.2 million respectively and repaid bank loans and bonds of EUR 150.4 million and EUR 19.3 million respectively with maturity date in the 1st semester of 2015. The current facilities which were reimbursed had an average interest rate of 5.7%. All new loans assumed during the period carry interest rates similar to loans received up to December 31, 2014.

The total amount of bonds and the major part of the bank loans is denominated in EUR.

The increase in short term borrowings of Viohalco's subsidiaries financed the working capital needs and part of the investing plans of its subsidiaries, which have available adequate credit lines to meet future needs.

"Other movements" in the table above comprise accrued interest and foreign exchange differences.

There was no incident during the reporting period which led to a breach of the terms of the loans of Viohalco's companies.

a) Classification

During the six months period ended 30 June 2015, there were no changes in classification of financial assets, as a result of a change in the purpose of use of those assets.

b) Carrying amounts and fair values

The table below shows carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy for financial instruments measured at fair value.

30/06/2015 Carrying First Second Third
Amounts in EUR thousand amount Level Level Level Total
Available-for-sale financial assets 28,465 23,152 0 5,313 28,465
Financial instruments at fair value 2,236 1,447 780 9 2,236
Derivative financial assets 10,921 4,560 6,361 0 10,921
41,623 29,159 7,141 5,322 41,623
Derivative financial liabilities -10,385 -2,353 -8,032 0 -10,385
31,238 26,807 -891 5,322 31,238
31/12/2014 Carrying First Second Third
Amounts in EUR thousand amount Level Level Level Total
Available-for-sale financial assets 50,366 43,439 1,600 5,326 50,366
Financial instruments at fair value 818 809 0 9 818
Derivative financial assets 10,341 6,379 3,962 0 10,341
61,525 50,627 5,562 5,335 61,525
Derivative financial liabilities -11,373 -1,823 -9,550 0 -11,373
50,152 48,804 -3,988 5,335 50,152

The carrying amount of borrowings approximates its fair value since their interest rate incorporates the credit risk of these instruments and the discounting effect is considered immaterial.

The fair value of the following financial assets and liabilities approximate their carrying amount as presented in the financial statements:

  • Trade and other receivables
  • Cash and cash equivalents
  • Trade and other payables

c) Measurement of fair values

Transfers between levels

During the period there were no transfers between levels.

Level 3 movement

Amounts in EUR thousand Available-for-sale
financial assets
Financial instruments
at fair value through
profit or loss
Balance at 1 January 2014 5,397 17
Additions 35 0
Sales -306 -
8
Impairment posted in profit or loss 16 0
Reclass 184 0
Balance at 31 December 2014 5,326 9
Balance at 1 January 2015 5,326 9
Sales -13 0
Balance at 30 June 2015 5,313 9

Valuation process

During the period there were no changes in valuation processes.

15. COMMITMENTS

Contractual commitments as of 30 June 2015 amounted to EUR 40.3 million compared to EUR 35.7 million as of 31 December 2014.

The above commitments relate to contracts that the Viohalco's subsidiaries have entered into according to their investment plans especially for Corinth Pipeworks and Elval

(a) Related parties with equity-accounted investees and other related parties

Amounts in EUR thousand 30/06/2015 30/06/2014
Sales of goods / services
Equity-accounted investees 12,703 9,445
Purchases of goods / services
Equity-accounted investees 2,478 2,283
Purchase of property, plant and equipment
Equity-accounted investees 458 587
Amounts in EUR thousand 30/06/2015 31/12/2014
Receivables :
Equity-accounted investees 18,244 12,704
Liabilities:
Equity-accounted investees 1,729 1,973

(b) Transactions with key management

The remuneration paid during the six months ended 30 June 2015 to the Board members and the executive management for the execution of their mandate amounted to EUR 941 thousand (H1 2014: EUR 575 thousand).

The fees to directors and executive management are fixed compensation. No variable compensation, postemployment benefits or share based benefits were paid during the period.

According to Greek law 4334/2015 voted on 16 July 2015, the corporate income tax rate for Greek companies increased from 26% to 29%. The remeasurement of deferred tax due to this change will result to an additional charge of EUR 14 million for Viohalco's Greek subsidiaries.

The cross-border merger by absorption of "Sidenor Holdings S.A." by Viohalco S.A. was concluded on 22 July 2015. Upon completion of this corporate transformation, Viohalco holds 85,88% of the Corinth Pipeworks (number of voting rights 106.640.015 on a total of 124.170.201).

On 30 July 2015, the boards of directors of Elval and its wholly-owned non-listed subsidiary, Symetal Aluminium Foil Industry S.A. decided to commence a spin-off procedure concerning the industrial and commercial activities of the aluminium rolling segment of Elval and its absorption by Symetal. The spin-off and absorption of this business unit will take place according to the provisions of Law 2166/1993 with 31 July 2015 set as the transformation reporting date. The spin-off of the rolling segment, part of ELVAL's internal restructuring, will facilitate international co-operation agreements and financing, aimed at strengthening its production activities in Greece.

On 15 September 2015, the aforementioned spin off was approved by the general assemblies of Elval and Symetal.

No other significant events have occurred since 30 June 2015.

STATUTORY AUDITOR'S REPORT ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS