Consolidated Financial Statements - Minoan Lines
Consolidated Financial Statements - Minoan Lines
Consolidated Financial Statements - Minoan Lines
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<strong>Minoan</strong> <strong>Lines</strong> Shipping S.A. and Subsidiaries<br />
<strong>Consolidated</strong><br />
<strong>Financial</strong> <strong>Statements</strong><br />
As of December 31,1999 and June 30, 2000 (Unaudited)<br />
and for the six month period ended<br />
June 30, 1999 and June 30, 2000 (Unaudited)
ASSETS<br />
Non-current assets<br />
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
<strong>Consolidated</strong> Balance Sheet<br />
As at December 31,1999 and June 30, 2000<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Notes<br />
December 31,<br />
1999<br />
Unaudited<br />
June 30,<br />
2000<br />
Advances for vessels under construction 2 23,280,361 28,555,454<br />
Vessels 2 87,200,200 86,639,698<br />
Property, plant and equipment 3 1,345,626 1,470,751<br />
Deferred charges 4 210,087 209,581<br />
Investments in associates 5 37,034,017 42,770,531<br />
Other investments 6 1,500,000 5,407,368<br />
Other financial assets 3,226 3,633<br />
Current assets<br />
150,573,517 165,057,046<br />
Inventories 1,214,942 1,377,000<br />
Trade accounts and other receivables 7 6,107,213 13,325,943<br />
Prepayments 411,547 272,241<br />
Other investments 6 17,510,137 18,530,272<br />
Cash and cash equivalents 8 36,274,722 9,453,605<br />
61,518,561 42,959,061<br />
Total assets 212,092,078 208,016,107<br />
The accompanying notes are integral parts of these consolidated financial statements.<br />
1
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
<strong>Consolidated</strong> Balance Sheet<br />
As at December 31,1999 and June 30, 2000<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
EQUITY AND LIABILITIES<br />
Capital and Reserves<br />
Notes<br />
December 31,<br />
1999<br />
Unaudited<br />
June 30,<br />
2000<br />
Issued capital 14 39,895,875 53,194,500<br />
Share premium 14 64,301,436 51,002,811<br />
Reserves 15 5,912,938 5,912,938<br />
Retained earnings 23,890,784 17,060,847<br />
134,001,033 127,171,096<br />
Minority Interest 791,421 689,277<br />
Non-current liabilities<br />
Long-term debt 11 53,693,292 60,382,598<br />
Long-term provisions 12 1,442,873 1,459,109<br />
Deferred income 13 4,371,518 4,273,996<br />
Current liabilities<br />
59,507,683 66,115,703<br />
Trade accounts and other payables 9 3,707,043 5,810,421<br />
Short-term borrowings 10 7,985,807 640,947<br />
Current portion of long term debt 11 5,873,771 4,474,344<br />
Dividends payable 225,320 3,114,319<br />
17,791,941 14,040,031<br />
Total equity and liabilities 212,092,078 208,016,107<br />
The accompanying notes are integral parts of these consolidated financial statements.<br />
2
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
<strong>Consolidated</strong> Income <strong>Statements</strong><br />
For the six month period ended June 30, 1999 and 2000<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Revenues<br />
Notes<br />
Unaudited<br />
June 30,<br />
1999<br />
Unaudited<br />
June 30,<br />
2000<br />
Revenue from vessels 19 24,005,213 20,741,508<br />
Commissions (2,023,648) (1,821,118)<br />
Net Revenue 21,981,565 18,920,390<br />
Cost of revenue (15,324,478) (14,727,753)<br />
Gross profit 6,657,087 4,192,637<br />
Depreciation and amortization 2, 3, 4, 13 (2,375,168) (1,372,257)<br />
General and administrative expenses (3,060,733) (2,155,191)<br />
Profit from operations 19 1,221,186 665,189<br />
Other income, net 269,720 156,075<br />
Finance cost, net 20 (1,784,182) 374,234<br />
Gains from sale of vessels 2 1,239,537 -<br />
Income (loss) from associates 5 21,668 (1,138,513)<br />
Foreign exchange losses (536,607) (1,669,616)<br />
Income (loss) before tax 431,322 (1,612,631)<br />
Income tax expense - -<br />
Income (loss) after tax 431,322 (1,612,631)<br />
Minority interest 172,481 102,144<br />
Net income (loss) for the period 603,803 (1,510,487)<br />
The accompanying notes are integral parts of these consolidated financial statements.<br />
3
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
<strong>Consolidated</strong> <strong>Statements</strong> of Changes in Equity<br />
For the year ended December 31, 1999 and for the six month period ended June 30, 2000<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Share Share Other Retained<br />
Capital Premium Reserves Earnings Total<br />
Balance as at December 31, 1998 17,731,500 11,483,700 2,403,758 13,739,636 45,358,000<br />
Capitalization of share premium 8,865,750 (8,865,750) - - -<br />
Issue of share capital for loss 13,298,625 64,082,861 - - 77,381,486<br />
Net profit - - - 13,660,328 13,660,328<br />
Transfers to other reserves - - 3,509,180 (3,509,180) -<br />
Share issue expenses - (2,399,381) - - (2,399,381)<br />
Balance as at December 31,1999 39,895,875 64,301,436 5,912,938 23,890,784 134,001,033<br />
Net loss for the period ended<br />
(unaudited) - - - (1,510,487) (1,510,487)<br />
Capitalisation of share premium<br />
(unaudited) 13,298,625 (13,298,625) - - -<br />
Dividends (unaudited) - - - (5,319,450) (5,319,450)<br />
Closing Balance at June 30, 2000<br />
(unaudited) 53,194,500 51,002,811 5,912,938 17,060,847 127,171,096<br />
The accompanying notes are integral parts of these consolidated financial statements.<br />
4
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
<strong>Consolidated</strong> <strong>Statements</strong> of Cash Flows<br />
For the six month period ended June 30, 1999 and 2000<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Operating Activities<br />
Unaudited<br />
June 30,<br />
1999<br />
Unaudited<br />
June 30,<br />
2000<br />
Net loss before minority interest 431,322 (1,612,631)<br />
Adjustments for:<br />
Depreciation and amortization 2,375,168 1,372,257<br />
Other provisions 53,618 -<br />
(Income) loss from associates (21,668) 1,138,513<br />
Interest and other financing expenses 1,784,182 621,371<br />
Gain from sale of marketable securities net - (995,605)<br />
Gain from sale of vessels (1,239,537) -<br />
Unrealized exchange losses 176,046 1,686,100<br />
Operating Profit before working capital changes 3,559,131 2,210,005<br />
Change in current assets and liabilities:<br />
(Increase)/decrease in prepayments (322,788) 139,306<br />
(Increase) in inventories (125,906) (162,058)<br />
(Increase) in trade accounts and other receivable (4,642,199) (7,048,986)<br />
Increase in trade accounts payable and accruals 3,509,193 3,091,989<br />
Cash from operations 1,977,431 (1,769,744)<br />
Interest and other financing expenses paid (1,766,770) (1,420,110)<br />
Taxation paid (132,098) (180,371)<br />
Net cash from (used in) operating activities 78,563 (3,370,225)<br />
Investing Activities<br />
Advances for vessels under construction (6,046,810) (5,275,093)<br />
Vessel acquisitions and improvements (11,947,017) (788,529)<br />
Proceeds from vessel disposal 2,439,200 -<br />
Purchase of property, plant and equipment (471,765) (196,821)<br />
Acquisition of subsidiary, net of cash acquired (1,089,359) -<br />
Purchase of other investments including associates (280,000) (10,782,395)<br />
Increase in other financial assets 21,248 (437)<br />
(Purchase) of other investments (128,366) (24,530)<br />
Net cash used in investing activities (17,502,869) (17,067,805)<br />
5
Financing Activities<br />
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
<strong>Consolidated</strong> <strong>Statements</strong> of Cash Flows<br />
For the six month period ended June 30, 1999 and 2000<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Unaudited<br />
June 30,<br />
1999<br />
Unaudited<br />
June 30,<br />
2000<br />
Contributions by Minority 6,567,757 -<br />
Repayment of capital by Minority (1,827,592) -<br />
Net change in short-term borrowings 19,277,177 (7,363,473)<br />
Proceeds from long-term borrowings 12,354,502 7,379,120<br />
Repayment of long-term borrowings (10,218,702) (3,919,737)<br />
Net change of deferred charges (515,127) (48,546)<br />
Dividends paid (29,035) (2,430,451)<br />
Net cash from (used in) financing activities 25,608,980 (6,383,087)<br />
Net increase/(decrease) in cash and cash equivalents 8,184,674 (26,821,117)<br />
Cash and cash equivalents at beginning of the year 3,433,389 36,274,722<br />
Cash and cash equivalents at end of period 11,618,063 9,453,605<br />
The accompanying notes are integral parts of these consolidated financial statements.<br />
6
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
General Business Information<br />
The Company, Minoikes Grammes A.N.E. ("<strong>Minoan</strong> <strong>Lines</strong> Shipping Societe Anonyme") was established on<br />
May 15, 1972 as a "popular based" company under Greek law. The Company started operations by acquiring<br />
and operating one vessel (ferryboat) on the Piraeus-Heraklion route. Currently the Company is engaged in a<br />
number of different activities either directly, or through subsidiaries and associated companies.<br />
The Company's principal activities comprise the operation of four conventional ferries and three High Speed<br />
ferries in two principal markets: the Adriatic Sea routes between Italy and Greece and the domestic routes<br />
connecting the Island of Crete with two major parts of the mainland, Piraeus and Thessaloniki.<br />
The Company's other activities include one day cruises through its subsidiary, <strong>Minoan</strong> Cruises S.A.,<br />
telecommunications network services including internet provider services through its associated company,<br />
Forthnet S.A., purchasing and selling of currencies to passengers on board the Company’s ferries through its<br />
wholly owned subsidiary, <strong>Minoan</strong> Change S.A., and operation of private air couriers through its associated<br />
company Aegean Airlines S.A.<br />
In 1999, the Company’s associate, <strong>Minoan</strong> Flying Dolphins S.A., acquired the majority of the ferry operators of<br />
the Aegean Sea thus becoming the biggest ferry operator in the world. It owns 76 vessels including<br />
29 hydrofoils, 8 fast ferries (Catamarans), 4 Ro-Ro vessels and 35 conventional ferries. <strong>Minoan</strong> Flying Dolphins<br />
is preparing its application for an initial public offering on the Athens Stock Exchange.<br />
The Company has been listed on the Athens Stock Exchange since May 1998.<br />
1. Significant Accounting Policies<br />
The financial statements have been prepared in accordance with International Accounting Standards. The most<br />
significant accounting policies adopted are as follows:<br />
(a) Basis of preparation<br />
The financial statements are presented in drachmae, rounded to the nearest thousand.<br />
The consolidated financial statements are prepared on the historical cost basis except that the investment<br />
held for trading purposes and investments available for sale are stated at fair value.<br />
The accounting policies have been consistently applied by and are consistent with those used in the previous<br />
year.<br />
(b) Basis of consolidation<br />
(i)<br />
Subsidiaries<br />
Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has<br />
the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to<br />
obtain benefits from its activities. The financial statements of subsidiaries are included in the<br />
consolidated financial statements from the date that control effectively commences until the date that<br />
control effectively ceases (refer to Note 18).<br />
7
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
(ii)<br />
(iii)<br />
(iv)<br />
Associates<br />
Associates are those enterprises in which the Group has significant influence, but not control, over the<br />
financial and operating policies. The consolidated financial statements include the Group’s share of the<br />
total recognised gains and losses of associates on an equity accounted basis, from the date that<br />
significant influence effectively commences until the date that significant influence effectively ceases<br />
(refer to Note 5).<br />
Transactions eliminated on consolidation<br />
Intra-group balances and transactions, and any unrealised gains arising from intra-group transactions,<br />
are eliminated in preparing the consolidated financial statements. Unrealised gains arising from<br />
transactions with associates are eliminated to the extent of the Company’s interest in the enterprise.<br />
Unrealised gains resulting from transactions with associates are eliminated against the investment in<br />
the associate. Unrealised losses are eliminated in the same way as unrealised gains except that they<br />
are eliminated to the extent that there is no evidence of impairment.<br />
Other Non-Current Investments<br />
Other non-current investments held by the Company are stated at cost.<br />
(c) Significant subsidiaries<br />
Country of<br />
Incorporation<br />
Ownership Interest<br />
1999<br />
Ownership Interest<br />
June 30,2000<br />
<strong>Minoan</strong> Cruises S.A. Greece 53.71% 53.71%<br />
<strong>Minoan</strong> Change S.A. Greece 100% 100%<br />
<strong>Minoan</strong> <strong>Lines</strong> High Speed Ferries S.A. Greece 57.46% 57.46%<br />
Cretan Philoxenia S.A. Greece 99.95% 99.99%<br />
(d) Foreign currency translation<br />
The Company's functional currency is the Greek drachma. Transactions involving other currencies are<br />
converted into Greek drachmae using the exchange rates, which are in effect at the time of the<br />
transactions. Monetary assets and liabilities, which are denominated in foreign currencies at the balance<br />
sheet date are translated to drachmae at the exchange rate ruling at that date. Non-monetary assets and<br />
liabilities denominated in foreign currencies, which are stated at historical cost, are translated to drachmae at<br />
the exchange rate ruling at the dates of the transaction. Gains or losses resulting from foreign currency<br />
transactions are reflected in the accompanying consolidated statements of income.<br />
(e) Vessels and related depreciation<br />
Vessels are stated at historical cost, which consists of the contract price, any material expenses incurred<br />
upon acquisition, reconstruction costs and borrowing costs incurred during construction or reconstruction<br />
periods. Subsequent expenditures for conversions and improvements are also capitalised when they<br />
appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.<br />
Otherwise they are charged to operations as incurred.<br />
Depreciation is calculated using the straight-line method over the estimated useful life of the vessels (thirtyfive<br />
years) after taking into consideration the estimated salvage value of the vessels (calculated at 20% of<br />
the original cost of the vessel).<br />
8
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
(f) Property, plant and equipment and related depreciation<br />
Property, plant and equipment are stated at cost. Depreciation is computed based on the straight-line<br />
method over the estimated useful lives. The estimate useful lives are as follows:<br />
Buildings<br />
Transportation equipment<br />
Furniture and fittings<br />
(g) Goodwill<br />
20 years<br />
7 – 8 years<br />
5 years<br />
Goodwill arising on acquisition represents the excess of the cost of the acquisition over the fair value of the<br />
net identifiable assets acquired. In respect of associates, the carrying amount of goodwill is included in the<br />
carrying amount of the investment in associate.<br />
(h) Impairment<br />
The carrying amounts of the Company’s assets, other than inventories, are reviewed to determine whether<br />
there is any indication of impairment. If any such indication exists, the assets' recoverable amount is<br />
estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cashgenerating<br />
unit exceeds its recoverable amount.<br />
(i) Deferred charges<br />
Deferred charges mainly consist of the cost of the operating licenses of the vessels and other costs, such as<br />
formation expenses (legal fees, etc.) are being amortised on a straight-line basis over a maximum period of<br />
five years.<br />
(j) Inventories<br />
Inventories consist of bunkers, lubricants, engine spares and stores, deck stores, duty free goods, and<br />
consumables on board. Inventories are reflected at the lower of cost and net realisable value cost being<br />
determined by the first-in, first-out method and are expensed in the period of consumption.<br />
(k) Other investments<br />
Investments held for trading are classified as current assets and are stated at fair value, with any resultant<br />
gain or loss recognised in the consolidated income statement. Other investments held by the Group are<br />
classified as being available-for-sale are stated at fair value, with any resultant gain or loss recognised in the<br />
consolidated income statement.<br />
The fair value of investments held for trading is their quoted price, excluding disposal costs, at the balance<br />
sheet date.<br />
(l) Cash and cash equivalents<br />
All highly liquid investments with an ordinary maturity of three months or less as of the date of purchase are<br />
considered to be cash equivalents.<br />
(m) Government grants<br />
Government grants in respect of capital expenditures are credited to a deferred income account and are<br />
released to profit over the expected remaining useful lives of the relevant assets by equal annual<br />
9
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
instalments. The annual amount released is credited against depreciation and amortisation in the<br />
consolidated statements of income.<br />
(n) Dividends<br />
Dividends are recognised as a liability in the period in which they are declared.<br />
(o) Provision for termination indemnities<br />
Greek labour law requires that, upon reaching retirement age, employees must be paid an amount as a<br />
retirement benefit, which is determined by reference to a formula based on employees' remuneration and<br />
years of service. The Company has based its provision for retirement benefits on actuarial valuations.<br />
(p) Provisions<br />
A provision is recognised in the balance sheet when the Company has a legal or constructive obligation as a<br />
result of a past event, and it is probable that an outflow of economic benefits will be recognised to settle the<br />
obligation.<br />
(q) Revenue recognition<br />
Revenue from vessels is recognised upon the completion of the voyage.<br />
(r) Net financing costs<br />
Net financing costs comprise interest payable on borrowings, interest income on funds invested, dividend<br />
income and gains from disposal of other investments.<br />
Interest income is recognised in the consolidated income statement as it accrues. Dividend income is<br />
recognised in the income statement on the date the dividend is declared.<br />
All interest and other costs incurred in connection with borrowings are expensed as incurred as part of net<br />
financing costs.<br />
(s) <strong>Financial</strong> instruments<br />
The estimated fair values of cash, inventories, trade and other receivables, prepayments, trade and other<br />
payables and short term borrowings approximate their carrying value because of the short term maturity of<br />
these instruments. The long term debt approximates its fair value as interest is at floating rates.<br />
(t) Taxation<br />
The Company's income tax is determined on the basis of a fixed tax rate per ton on its vessels payable<br />
annually. The amount of tax payable per ton varies according to age of ship and its gross registered<br />
tonnage and is increased annually by 4%.<br />
The Company is subject to Greek income taxation in respect of its non-shipping activities.<br />
(u) Segment reporting<br />
A segment is a distinguishable component of the Company that is engaged in providing services (business<br />
segment), or in providing services in a particular economic environment (geographical segment), which is<br />
subject to risks and rewards that are different from those of other segments.<br />
10
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
2. Vessels<br />
Advances for vessels under construction<br />
Name of Vessel 1999 2000<br />
Knossos Palace 6,115,820 8,173,707<br />
Festos Palace 3,747,872 5,563,350<br />
Prometheus 2,126,670 3,405,752<br />
Oceanus 2,134,708 2,159,001<br />
Olympia Palace 3,407,673 3,425,897<br />
Europa Palace 3,407,673 3,426,737<br />
Ariadne 2,289,045 2,290,010<br />
Other 50,900 111,000<br />
Advances for vessels under construction 23,280,361 28,555,454<br />
Refer to note on commitments for details on vessels under construction.<br />
Vessels<br />
Cost<br />
1999<br />
Unaudited<br />
2000<br />
Opening balance 121,599,088 102,539,753<br />
Additions 1,058,381 788,529<br />
Disposals (20,117,716) -<br />
Ending balance 102,539,753 103,328,282<br />
Accumulated depreciation<br />
Opening balance 15,948,338 15,339,553<br />
Charge for the year/period 2,993,094 1,349,031<br />
Disposals (3,601,879) -<br />
Ending balance 15,339,553 16,688,584<br />
Net book value, beginning of period 105,650,750 87,200,200<br />
Net book value, end of period 87,200,200 86,639,698<br />
During the year ended December 31, 1999, vessels Agia Galini (sold on August 12, 1999), Fedra and Erotokritos<br />
(sold on December 24, 1999), Ariadne (sold on March 2, 1999) and Highspeed I (sold on March 2, 1999) were<br />
sold to an associate, <strong>Minoan</strong> Flying Dolphins, for GRD 22,290,432. A gain on the sale of the vessels of<br />
GRD 5,774,595 was recorded in the accompanying consolidated statement of income for the year ended<br />
December 31, 1999. During the six months ended June 30, 1999 vessel Ariadni was sold and a gain of<br />
GRD 1,239,537 was recorded in the consolidated statement of income for the six months ended June 30, 1999.<br />
On April 24, 2000 the vessel Agia Galini was purchased from <strong>Minoan</strong> Flying Dolphins for GRD 609,624.<br />
11
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
3. Property, Plant and Equipment<br />
Cost<br />
Land Buildings Other Total<br />
Ending balance, December 31, 1998 330,384 1,013,263 615,967 1,959,614<br />
Additions 44,636 96,043 98,952 239,631<br />
Ending balance, December 31, 1999 375,020 1,109,306 714,919 2,199,245<br />
Additions (unaudited) - 101,553 95,439 196,992<br />
Disposals (unaudited) - - (1,857) (1,857)<br />
Ending Balance, June 30, 2000 (unaudited)<br />
375,020 1,210,859 808,501 2,394,380<br />
Accumulated depreciation<br />
Ending balance, December 31, 1998 - 287,738 414,225 701,963<br />
Charge for the year - 49,343 102,313 151,656<br />
Ending balance, December 31, 1999 - 337,081 516,538 853,619<br />
Charge for the Period (unaudited) - 24,110 47,586 71,696<br />
Disposals (unaudited) - - (1,686) (1,686)<br />
Ending Balance, June 30, 2000 (unaudited) - 361,191 562,438 923,629<br />
Net book value, December 31, 1999 375,020 772,225 198,381 1,345,626<br />
Net book value, June 30, 2000 (unaudited) 375,020 849,668 246,063 1,470,751<br />
12
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
4. Deferred Charges<br />
Cost<br />
1999<br />
Unaudited<br />
2000<br />
Opening balance 515,878 562,213<br />
Additions 96,047 48,546<br />
Write offs (49,712) (7,023)<br />
Ending balance 562,213 603,736<br />
Accumulated amortisation<br />
Opening balance 269,979 352,126<br />
Charge for the year 90,885 49,052<br />
Write offs (8,738) (7,023)<br />
Ending balance 352,126 394,155<br />
Net book value, beginning of period 245,899 210,087<br />
Net book value, end of period (unaudited) 210,087 209,581<br />
5. Investments in Associates<br />
The Company has the following investments in associates:<br />
Country of<br />
Incorporation<br />
Ownership Interest<br />
1999<br />
Ownership Interest<br />
2000<br />
FORTHnet S.A. Greece 33.33% 35.46%<br />
Aegean Airlines S.A. Greece 28% 29.03%<br />
<strong>Minoan</strong> Flying Dolphins S.A. Greece 31.344% 31.598%<br />
Refer to note 18 regarding acquisitions and disposals.<br />
The movement in the investments is analysed as follows:<br />
FORTHnet S.A.<br />
<strong>Minoan</strong> Flying<br />
Dolphins S.A.<br />
Aegean<br />
Airlines S.A.<br />
Balance, December 31, 1998 447,641 - - 447,641<br />
Additional investment 280,000 31,180,615 4,686,153 36,146,768<br />
Share of income (loss) from associated<br />
undertaking 37,600 766,008 (364,000) 439,608<br />
Balance, December 31, 1999 765,241 31,946,623 4,322,153 37,034,017<br />
Additional investment (unaudited) 946,790 5,728,233 200,004 6,875,027<br />
Share of income (loss) from associated<br />
undertaking (unaudited) 79,259 (552,970) (664,802) (1,138,513)<br />
Balance, June 30, 2000 (unaudited) 1,791,290 37,121,886 3,857,355 42,770,531<br />
Total<br />
13
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
6. Other Investments<br />
These are analysed as follows:<br />
Non-current investments<br />
1999<br />
Unaudited<br />
2000<br />
Other investments 1,500,000 5,407,368<br />
In March 2000, the Company purchased 15,000 common shares for GRD 15 million of FORTH-CRS<br />
representing 10% of the share capital. The newly formed company’s main target is to develop a pioneering<br />
computerised reservation system covering the whole phasma of the transport and tourism business. The<br />
investment is recorded at cost.<br />
In March 2000, the Company purchased 1,300 common shares for GRD 3.9 billion of Club Hotel Loutraki<br />
Kazino S.A. representing 1.32% of the share capital. The Hotel-Kazino has been very profitable and it has filed<br />
for an initial public offering on the Athens Stock Exchange. The Company anticipates that the value of the<br />
shares will increase when the Company becomes public but it is also considering a potential alliance in the future<br />
business activities. The investment is recorded at cost.<br />
Current investments<br />
1999<br />
Unaudited<br />
2000<br />
Equity securities held for trading 17,510,137 18,530,272<br />
The quoted market price of the investments as at June 30, 2000 was GRD 14,204,323. The Company has not<br />
recorded the unrealised loss of GRD 4,325,949.<br />
7. Trade Accounts and Other Receivables<br />
Trade accounts and other receivables at December 31, 1999 and June 30, 2000 are analysed as follows:<br />
1999<br />
Unaudited<br />
2000<br />
Trade accounts receivable 4,879,233 8,729,860<br />
Claims receivable 827,162 4,163,489<br />
VAT and taxes receivable 380,512 400,478<br />
Personnel loans 42,264 47,290<br />
Other 3,739 10,523<br />
6,132,910 13,351,640<br />
Less: Provision for doubtful debts (25,697) (25,697)<br />
6,107,213 13,325,943<br />
14
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
8. Cash and Cash Equivalents<br />
Cash and cash equivalents at December 31, 1999 and June 30, 2000 are analysed as follows:<br />
Unaudited<br />
1999<br />
2000<br />
Cash in hand 159,164 165,588<br />
Time deposits 23,930,921 3,110,994<br />
Bank balances 12,184,637 6,177,023<br />
9. Trade Accounts and Other Payables<br />
36,274,722 9,453,605<br />
Trade accounts and other payables at December 31, 1999 and June 30, 2000 are analysed as follows:<br />
Unaudited<br />
1999<br />
2000<br />
Trade accounts payable 949,138 3,250,457<br />
Advances from customers 75,933 5,228<br />
Taxes payable 1,133,130 923,796<br />
Social security contributions payable 153,113 81,241<br />
Insurance premiums payable 318,365 -<br />
Other creditors 665,025 1,123,504<br />
Deferred income 65,457 131,670<br />
Accrued interest 256,294 247,618<br />
Accrued liabilities 90,588 46,907<br />
10. Short Term Borrowings<br />
3,707,043 5,810,421<br />
Short-term borrowings are draw-downs under various credit facilities maintained by the Company with several<br />
banks. Such borrowings were based on various currency denominations such as USD, EURO and JPY. The<br />
outstanding balances at December 31, 1999 and June 30, 2000 are analysed as follows:<br />
1999<br />
Unaudited<br />
2000<br />
USD 7,379,120 -<br />
EURO 240,187 250,525<br />
Japanese Yen (JPY) 366,500 390,422<br />
7,985,807 640,947<br />
15
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
The weighted average interest rates on the loan were USD 5.6%, JPY 2.93% and EURO 4.75%, for the year<br />
ended December 31, 1999 and JPY 1.33% and EURO 2.76% for the six months ended June 30, 2000. Such<br />
credit facilities as at December 31, 1999 are secured by first preferred shipping mortgages on the vessels<br />
"Artemis" and “<strong>Minoan</strong> Prince" and by first legal assignment of all insurance regarding these vessels. Of the<br />
above noted short term borrowings, the maximum credit available as at December 31, 1999 was USD 22.40<br />
million, EURO 6.48 million and GRD 530 million (convertible) to JPY and for June 30, 2000 the maximum credit<br />
available was GRD 250 million (convertible to EURO) and GRD 300 million (convertible to JPY).<br />
11. Long Term Debt<br />
Loans denominated in:<br />
1999<br />
Unaudited<br />
2000<br />
Japanese Yen 11,321,050 11,697,136<br />
US Dollar 7,903,504<br />
Deutschemark 5,913,258 5,683,206<br />
EURO 42,332,755 39,573,096<br />
59,567,063 64,856,942<br />
Less: current portion 5,873,771 4,474,344<br />
53,693,292 60,382,598<br />
On May 12, 1995, the Company obtained a loan of approximately DEM 83 million with a multi-currency option to<br />
provide capital of up to 60.65% of the contract price for the purpose of the construction and subsequent<br />
purchase of the vessel "Aretousa". The loan was drawn down in three currencies on June 7, 1995: DEM 49.67<br />
million, JPY 986 million, JPY 986 million anf FRF 58 million. Also during 1995, the FRF denominated portion of<br />
the loan was converted into JPY 1.186 million. The loan bears interest at Libor plus 1% per annum and is<br />
payable in 34 consecutive semi-annual and quarterly instalments beginning on June 11, 1996 and a balloon<br />
payment for the remaining unpaid balance due on June 15, 2005. The balances outstanding of the DEM<br />
denominated portion at December 31, 1999 and June 30, 2000 was GRD 5,913,258 and GRD 5,683,206. The<br />
weighted average rate of interest on the loan was JPY 1.75%, DEM 4.385%, EURO 4.527 % for the six months<br />
ended June 30, 2000 respectively.<br />
On May 24, 1995, the subsidiary <strong>Minoan</strong> Cruises S.A. obtained a loan of USD 6.5 million or its equivalent in<br />
another foreign currency to partly finance the acquisition cost of the vessel "<strong>Minoan</strong> Prince". The loan was<br />
drawn down in two currencies, DEM 4.45 million and FRF 15.86 million bearing interest at Libor plus 1.25%.<br />
On September 11, 1996 the remaining portion of the loan denominated in FRF was converted into JPY and on<br />
May 11, 1998 the remaining portion in DEM was converted in EURO. The balances outstanding of the JPY<br />
denominated portion at June 30, 2000 were GRD 443,648, while the balance outstanding of the EURO<br />
denominated portion was GRD 299,138. The weighted average rate of interest on the loan was JPY 0.73%, and<br />
EURO 2.5% for the six months ended June 30, 2000.<br />
16
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
On June 4, 1997, the Company entered into a loan agreement for EURO 125 million with a multi-currency option<br />
to partly finance the acquisition and delivery cost of the vessels "Pasiphae" and "Ikarus". The loan was obtained<br />
via three drawdowns: a) EURO 60.5 million on December 5, 1997, b) EURO 12.5 million on December 29, 1997,<br />
and c) EURO 52 million on June 6, 1998. The loan bears interest at Libor plus 1.125% per annum with respect<br />
to the single repayment installments and Libor plus 1.1875% per annum with respect to the balloon payments.<br />
The first advance is payable in 20 consecutive semi-annual installments beginning on June 1998 with a balloon<br />
payment of EURO 17.5 million due on December 7, 2007 together with the final installment. The second and<br />
third advances are payable in 23 consecutive semi-annual installments beginning on June14, 1998 with a balloon<br />
payment of EURO 19.8 million due on December 7, 2008 together with the final installment. The balances<br />
outstanding at December 31, 1999 and June 30, 2000 were GRD 36,862,849 and GRD 36,249,104 respectively.<br />
The weighted average rate of interest on the loan was 4.31% for 1999 and 4.51% for the six months ended June<br />
30, 2000.<br />
On June 12, 1998, the Company obtained a loan for EURO 8 million with a multi-currency option to provide<br />
corporate liquidity to fund part of the predelivery and/or delivery payments in respect of the vessel "Pasiphae".<br />
The loan bear interest at Libor plus 1.125% per annum which was payable in 8 consecutive quarterly<br />
installments of EURO 1 million beginning on September 14, 1999 with a balloon payment of EURO 4 million<br />
payable together with the final installment on June 15, 2001. The weighted average interest rate on the loan for<br />
the six months ended June 30, 2000 was 2.12%. The loan was fully repaid on June 15, 2000.<br />
On September 12, 1998, the Company obtained a loan for EURO 11.15 million with a multi-currency option to<br />
refinance part of the existing indebtedness of the Company under the loan in DEM mentioned above for the<br />
construction of the vessel "Aretousa". The loan bears interest at Libor plus 1% per annum with respect to the<br />
single repayment installments and Libor plus 1.1875% per annum with respect to the balloon payment. The loan<br />
is repayable in 28 consecutive semi-annual and quarterly installments of EURO 549,000 beginning on<br />
December 14, 1998 and a balloon payment of EURO 4,014,000 due on June 15, 2005. The balance outstanding<br />
at December 31, 1999 and June 30, 2000 was GRD 3,148,809 and GRD 3,024,855 respectively. The weighted<br />
average rate of interest on the loan was 4.04% for 1999 and 4.42% for the six months ended June 30, 2000.<br />
On December 8, 1999, the Company converted an existing overdraft facility of JPY 600 million to a long-term<br />
loan. The loan bears interest at Libor plus 1% per annum and the principal is fully repayable on April 2002. The<br />
balance outstanding of the JPY at June 30, 2000 was GRD 2,015,550. The weighted average interest rate on the<br />
loan was 0.6% for the six months ended June 30, 2000.<br />
On December 9, 1999 the Company converted an existing overdraft facility of JPY 1,800 million to a long-term<br />
loan. The loan bears interest at Libor plus 1.25% per annum and the principal is fully repayable on December 9,<br />
2002. The balance outstanding at the JPY at June 30, 2000 was GRD 6,046,650. The weighted average interest<br />
rate on the loan was 0.64% for the six months ended June 30, 2000.<br />
On December 23, 1999 the Company converted an existing overdraft facility of JPY 300 million to a long-term<br />
loan. The loan bears interest at Libor plus 1.25% per annum and the principal is fully repayable on<br />
December 23, 2001. The balance outstanding of the JPY at June 30, 2000 was GRD 1,007,775. The weighted<br />
average interest rate on the loan was 0.68% for the six months ended June 30, 2000.<br />
On December 30, 1999 the Company converted an existing overdraft facility of JPY 650 million to a long-term<br />
loan. The loan bears interest at Libor plus 0.85% per annum and the principal is fully repayable on December<br />
31, 2001. The balance outstanding of the JPY at June 30, 2000 was GRD 2,183,512. The weighted average<br />
interest rate on the loan was 0.6% for the six months ended June 30, 2000.<br />
On June 6, 2000 the Company converted an existing short-term loan of USD 22.4 million to a long-term loan.<br />
The loan bears interest at Libor plus 1.125% per annum and the principal is fully repayable on August 31, 2002.<br />
The balance outstanding of the USD at June 30, 2000 was GRD 7,903,504. The weighted average interest rate<br />
on the loan was 3.62% for the six months ended June 30, 2000.<br />
17
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
All the loans above are secured as follows based on the vessels to which they relate:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
First preferred mortgages on vessels: "Aretousa", "El Greco", "Daedalus", "Ikarus", "King Minos",<br />
"Pasiphae" and "N. Kazantzakis".<br />
Second preferred mortgages on vessels: "Aretousa" and "Daedalus".<br />
First and second legal assignments of earnings<br />
First and second legal assignments of insurances and requisition compensation<br />
The Company has to meet various covenants in respect to some or all of the loans, the most significant being:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
(v)<br />
The Company may not, without prior written consent of the financing banks, make any declaration or<br />
payment of dividends at an amount in excess of 50% of the net income of each fiscal year.<br />
The Company may not sell, lease, transfer or otherwise dispose of the whole or any part of its revenues or<br />
assets without the prior written consent of the financing banks.<br />
The Company undertakes, depending on the specific terms of each loan, that if the aggregate market<br />
value of the vessels to which the loan relates falls at any time during the security period below 135% of<br />
the aggregate of the loan in question and the existing indebtedness, it shall either provide the financing<br />
banks with such additional security as shall at the opinion of the banks be adequate to make up such<br />
deficiency or prepay such part of the loan as will ensure that the aggregate market value of the vessels<br />
and any such additional security is, after such prepayment, at least 135% of the outstanding amount of the<br />
loan.<br />
The Company, during the life of the loan and so long as an amount of the loan is outstanding, covenants to<br />
ensure that at all times the aggregate of the market value of the mortgaged vessels to which the loan<br />
relates shall be equal to at least 150% of the outstanding amount of the loan.<br />
The Company shall have to effect insurances for the market value of the vessels (free of any charter) for<br />
an amount of up to USD 120 million which shall be readjusted by the financing banks and in any case may<br />
not be lower than the 125% of the total of (a) the remaining unpaid balance of the loan facility in capital,<br />
interest and charges and (b) the total aggregate of all other outstanding loan or credit facilities (together<br />
with interest and charges thereon) which are secured by mortgages on certain of the Company's vessels.<br />
The Company is obliged to renew at its expense the insurance policies effected on the vessels within<br />
fifteen days before their expiration.<br />
The aggregate annual maturity on all long-term debt on June 30, 2000 was GRD 64,856,942.<br />
2001 688,828<br />
2002 8,164,903<br />
2003 12,086,442<br />
2004 4,182,533<br />
Thereafter 39,734,235<br />
64,856,942<br />
18
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
12. Long-term Provisions<br />
Long-term provisions are analysed as follows:<br />
1999<br />
Unaudited<br />
2000<br />
Provision for retirement indemnities 172,775 189,011<br />
Provision for taxes 119,348 119,348<br />
Provision for legal contingency 1,075,750 1,075,750<br />
Other 75,000 75,000<br />
Provision for retirement indemnities<br />
1,442,873 1,459,109<br />
The Company maintains a provision for retirement indemnities for all its employees in conformity with Greek<br />
labour laws. The provision as at December 31, 1998 was based upon the advice of independent actuaries, which<br />
include the following main assumptions:<br />
Rate of Return of Investments 7.12%<br />
Rate of Salary Increases 3%<br />
Mortality Table Greek Model 1980<br />
Age of Retirement<br />
In accordance with labour laws<br />
The anticipated annual cost to build up this provision is approximately 1.2% of administration payroll cost and<br />
0.2% of labour payroll cost.<br />
Income taxes<br />
Greece does not impose any tax on income derived from shipping operations. Income tax is imposed on income<br />
from non-shipping (mainly bank interest earned). In accordance with fiscal rules, the Company’s books, records<br />
and tax returns are subject to tax audits. The unaudited financial years are 1997, 1998 and 1999. In common<br />
practice in Greece, additional taxes are assessed following tax audits and additional tax assessments may vary<br />
from the amounts accrued, however management of the Company believes that any additional tax liability over<br />
and above the amount accrued would not have a material adverse impact on the results of operations or financial<br />
position.<br />
Legal contingency<br />
The Directorate General IV for Competition of the European Commission has determined that the Company,<br />
together with eight other ferry operations have infringed Article 85 of the European Community Treaty. The<br />
fine imposed on the Company is EURO 3.26 million. ? he Company has recorded in the 1997 accounts the full<br />
provision of GRD 1,075,750 for the penalty. The Company is contesting this decision and believes that the<br />
outcome of this decision will not have a material adverse effect on the Company’s results of operations or<br />
financial position since the penalty has been fully provided for.<br />
19
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
13. Deferred Income<br />
Deferred income represents government grants received from the Greek and Norwegian Governments for the<br />
construction of vessels and is analysed as follows:<br />
Unaudited<br />
1999<br />
2000<br />
Cost:<br />
Opening balance 5,585,547 5,585,547<br />
Additions - -<br />
Closing balance 5,585,547 5,585,547<br />
Accumulated amortization:<br />
Opening balance 1,018,982 1,214,029<br />
Released to profit 195,047 97,522<br />
Closing balance 1,214,029 1,311,551<br />
Net unamortised balance 4,371,518 4,273,996<br />
14. Share Capital and Earnings per Share<br />
The Company's share capital at December 31, 1999 and June 30, 2000 consisted of:<br />
1999<br />
Unaudited<br />
2000<br />
Number of shares outstanding 53,194,500 70,926,000<br />
Nominal value per share 750 750<br />
Total share capital (in GRD thousands) 39,895,875 53,194,500<br />
During 1998, the Company was successful in selling 4,728,500 shares on the Athens Stock Exchange and<br />
236,100 shares by a private placement to Company’s employees and to investment institutions. Both the public<br />
and the private placement were sold at a premium of GRD 2,350 per share or GRD 11,666,810.<br />
In May, 1999 the Company's share capital increased by GRD 8,865,750 through the issuance of 11,821,000<br />
bonus shares of a nominal value of GRD 750 each by capitalizing GRD 8,865,750 of the share premium account.<br />
In July 1999 the Company's share capital increased by GRD 13,298,625 through the issuance of 17,731,500<br />
shares. Shares of 10,638,900 and 224,619 were sold to investment institutions at a premium of GRD 4,350 per<br />
share or GRD 47,256,308. Shares of 6,867,981 were sold to the old shareholders (three new shares for every<br />
ten old shares) at a premium of GRD 2,450 per share or GRD 16,826,553.<br />
Following the annual general meeting of shareholders on May 28, 2000, the Company's share capital increased<br />
(in June 2000) by GRD 13,298,625 through the issuance of 17,731,500 bonus shares (one bonus share for every<br />
three existing shares) of a nominal value of GRD 750 each by capitalising GRD 13,298,625 of the share premium<br />
account.<br />
20
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Earnings per share<br />
Basic and diluted earnings per share<br />
The calculation of basic earning per share is based on the net profit attributable to ordinary shareholders and a<br />
weighted average number of ordinary shares outstanding during the period.<br />
The weighted average number of ordinary shares as at December is computed as follows:<br />
1999<br />
Unaudited<br />
2000<br />
Ordinary shares at beginning of the year 23,642,000 53,194,500<br />
Effect of shares issued in July 1999 (bonus) 11,821,000 -<br />
Effect of shares issued in July 1999 (rights) 7,388,125 -<br />
Effect of shares issued in June 2000 (bonus) 14,283,708 17,731,500<br />
Weighted average number of ordinary shares 57,134,833 70,926,000<br />
The effect of the bonus shares issued in 1999 and 2000 has been adjusted retrospectively.<br />
The basic earnings per share and diluted earnings per share are equal as the Company does not have dilutive<br />
securities outstanding as at June 30, 2000.<br />
15. Reserves<br />
Reserves are analysed as follows:<br />
1999<br />
Unaudited<br />
2000<br />
Statutory reserve 3,017,559 3,017,559<br />
Tax free and other reserves 2,895,379 2,895,379<br />
Total share capital (in GRD thousands) 5,912,938 5,912,938<br />
Under Greek corporate law, corporations are required to transfer a minimum of 5% of their annual net profit as<br />
reflected in their statutory books to a statutory reserve, until such reserve equals one-third of the outstanding<br />
share capital. The above reserve cannot be distributed during the existence of the Company.<br />
16. Dividends<br />
In accordance with Greek law, the Company is required to declare, in each year, a dividend of at least 6% of the<br />
Company’s paid in share capital or 35% of the Company’s net after tax profit, whichever is greater. These<br />
requirements may be varied or completely waived by a vote of the shareholders taken by majorities ranging from<br />
80% to 100% of the paid in share capital (unanimous vote) in the case of a complete waiver of the dividend<br />
requirement.<br />
Dividends not claimed by beneficiaries within five years after the year of declaration are payable to the Inland<br />
Revenue.<br />
The Annual General Meeting of Shareholders, which took place on May 28, 2000, approved the recommendation<br />
of the Directors for the distribution of dividends of GRD 5,319,450. The distribution period started on June 26,<br />
2000.<br />
21
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
17. Related Party Transactions<br />
Transactions with shareholders or directors<br />
The Company and some of its subsidiaries purchase services from related companies in the ordinary course of<br />
business. Such related companies consist of companies, which are controlled by individuals who are either<br />
shareholders or members of the Board of Directors of certain subsidiaries. The Company believes that all<br />
agreements, on the basis of which such transactions are rendered and invoiced, have been entered into on terms<br />
which are favourable to the Company and at least comparable to those that would have been attained in the<br />
ordinary course of business from unaffiliated third parties under similar circumstances. Such related party<br />
transactions can be analysed as follows:<br />
Unaudited Fees and Commissions<br />
Accounts Receivable<br />
Six months ended<br />
June 30, 1999<br />
Six months ended<br />
June 30, 2000<br />
As at December<br />
31, 1999<br />
As at June 30,<br />
2000<br />
(unaudited)<br />
Naftiliakes Metaforikes Touristikes<br />
Epichirisis - 1,998 24,590 24,286<br />
Ferries Services Practorevsis - 2,872 87,624 100,314<br />
European Trust Agencies 85,029 92,452 18,152 777,318<br />
European Thallasic Agencies 408,149 451,263 2,129,316 6,502,895<br />
Associates<br />
493,178 548,585 2,259,682 7,404,813<br />
The Company charters the vessels Erotokritos and Fedra from its associate, <strong>Minoan</strong> Flying Dolphins S.A. for a<br />
fee of GRD 1,370 per day and GRD 1,096 per day, respectively. The vessel Agia Galini was also chartered from<br />
<strong>Minoan</strong> Flying Dolphins at a rate of GRD 5 million per month up to the date of its purchase (April 24, 2000). The<br />
expense for the year ended December 31, 1999 amounted to approximately GRD 42,893. The expense for the<br />
six months ended June 30, 2000 amounted to GRD 467,767 (unaudited).<br />
18. Acquisitions and Disposals of Subsidiaries and Associates<br />
Acquisitions<br />
On March 16, 1999 the Company acquired a 51.522% interest of Air Greece S.A., a private air carrier for a<br />
consideration of GRD 1.1 billion, satisfied in cash. The acquisition was accounted for using the purchase method<br />
and goodwill arising on this acquisition amounted to GRD 774,318. In October 1999 the Company acquired a<br />
further 33.20% interest of Air Greece, increasing its participation to 84.72%, for a consideration of<br />
GRD 1,725,430 satisfied in cash. The acquisition was not accounted for using the purchase method and goodwill<br />
was not determined, as financial statements at the date of the transaction were not prepared.<br />
On December 28,1999 the Company acquired a 28% interest in Aegean Airlines S.A., a private air carrier, for a<br />
total consideration of GRD 4,686,153, satisfied by the exchange of shares in Air Greece of GRD 2,825,430 and<br />
cash of GRD 1,860,723. In April 2000 the Company acquired a further 1.03% stake increasing its participation<br />
to 29.03%, for a consideration of GRD 200,004. The 29.03% interest in Aegean Airlines S.A. has been<br />
accounted for as an associate.<br />
22
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
On November 25, 1999 Cretan Philoxenia S.A. was formed with the Company contributing 99.95% of the initial<br />
share capital of GRD 20,000. This wholly owned company was established in order to materialise the planned<br />
entrance in wider hotel sector strategically positioning the Company into the two most competitive areas of the<br />
Greek economy. On June 30, 2000 the share capital was increased by GRD 1,300,000 with the company fully<br />
contributing the amount and thus increasing its stake to 99.99% (refer to Note 1(c)).<br />
Disposals<br />
On December 28, 1999 the Company disposed of its interest in Air Greece for a total consideration of<br />
GRD 2,825,430. The disposal of this subsidiary was a result of the above acquisition, of Aegean Airlines S.A.<br />
(see above). It was also agreed that contingent tax or labour charges that will arise up until October 31, 1999<br />
would burden the Company.<br />
Throughout 1999 and 2000 the Company did not fully participate in the share capital increases of <strong>Minoan</strong> Flying<br />
Dolphins S.A. consequently reducing its interest from 70% as at January 1, 1999 to 31.598% as at June 30,<br />
2000. The Company’s interest in <strong>Minoan</strong> Flying Dolphins throughout the year is as follows:<br />
Month<br />
Interest<br />
January 1999 70%<br />
March 1999 58.627%<br />
August 1999 52.124%<br />
December 1999 31.344%<br />
June 2000 31.598%<br />
19. Segmental Analysis<br />
Segment information is presented in respect of the Company’s business and geographical segments. The<br />
primary format, business segment, is based on the Group’s management and internal reporting structure.<br />
Inter-segment pricing is determined on an arm’s length basis.<br />
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be<br />
allocated on a reasonable basis. Unallocated items mainly comprise income-earning assets and revenue,<br />
interest-bearing loans, borrowing and expenses, and corporate assets and expenses.<br />
The Company has two main business segments ferries and cruises. The ferries operate in two principal<br />
geographical areas (domestic and international). In presenting the information on the basis of geographical<br />
segments, segment revenue is based on the geographical location of customers. Segment assets are based on<br />
the geographical location that the vessels travel.<br />
23
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
Unaudited<br />
June 30, 1999<br />
Unaudited<br />
June 30, 2000<br />
Revenue<br />
By business:<br />
Ferries 21,712,610 20,156,254<br />
Cruises 602,134 585,254<br />
Airlines 1,690,469 -<br />
24,005,213 20,741,508<br />
Operating profit (loss)<br />
By business:<br />
Ferries 2,055,064 803,604<br />
Cruises (47,053) (138,415)<br />
Airlines (786,825) -<br />
Operating profit (loss)<br />
By geographical area:<br />
International routes<br />
Domestic routes<br />
1,221,186 665,189<br />
- 530,267<br />
- 134,922<br />
1,221,186 665,189<br />
Revenue<br />
By geographical area:<br />
International routes 13,654,165 15,293,959<br />
Domestic routes 10,351,048 5,447,549<br />
24,005,213 20,741,508<br />
Vessel cost net of depreciation is disclosed below. Other net operating assets have not been apportioned on<br />
grounds of materiality and of not being readily available.<br />
Unaudited<br />
Unaudited<br />
December 31, 1999 June 30, 2000<br />
By Operating Asset<br />
By geographical area:<br />
International routes 81,549,183 80,565,245<br />
Domestic routes 5,651,017 6,074,453<br />
20. Net Financing Costs<br />
Net financing costs are analysed as follows:<br />
87,200,200 86,639,698<br />
Unaudited<br />
June 30, 1999<br />
Unaudited<br />
June 30, 2000<br />
Interest expense (1,590,178)<br />
Interest income 968,807<br />
Revenue from trading investments 995,605<br />
(1,784,182) 374,234<br />
24
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
21. Commitments<br />
On December 10, 1999 <strong>Minoan</strong> <strong>Lines</strong> obtained a long term loan of EURO 250 million to finance 70% of the<br />
purchase of the vessels Knossos Palace, Festos Palace, Prometheus and Oceanus. The loan bears interest at<br />
Libor plus 1.25% per annum and it will be drawndown in four advances according to the table of instalments of<br />
each vessel. First drawdown will take place in November 2000.<br />
The Company has entered into a number of shipbuilding contracts which are summarized below:<br />
(a) Contract dated September 14, 1998 with Fincantieri (Italian shipyard) for Hull No. 6059 to be renamed<br />
"Knossos Palace", the contract price is EURO 115 million and the Company intends to pay 30% of this out<br />
of own funds and 70% through the above mentioned long term loan. Up to June 30, 2000 the Company had<br />
made advance payments to the shipyard, as per the terms of the contract, amounting to EURO 23 million<br />
leaving outstanding a balance of EURO 92 million due on delivery of the vessel which is scheduled for<br />
November, 2000.<br />
(b) Contract dated September 28, 1998 with Fincantieri (Italian shipyard) for Hull No. 6060 to be renamed<br />
"Festos Palace", the contract price is EURO 103 million and the Company intends to pay 30% of this out of<br />
own funds and 70% through the above mentioned long term loan. Up to June 30, 2000 the Company had<br />
made advance payments to the shipyard, as per the terms of the contract amounting to EURO 15.45 million<br />
leaving outstanding a balance of EURO 87.55 million the major portion of the amount (EURO 82.4 million)<br />
is due on delivery of the vessel which is scheduled for April, 2001.<br />
(c) Contract dated November 20, 1998 with Samsung Heavy Industries Co. Limited (Korean shipyard) for<br />
Hull No. 1279 to be renamed "Prometheus", the contract price is USD 70 million and the Company intends<br />
to pay 30% of this out of own funds and 70% through the above mentioned long term loan. Up to June 30,<br />
2000 the Company had made advance payments to the shipyard, as per the terms of the contract, amounting<br />
to USD 10.5 million leaving outstanding a balance of USD 59.5 million the major portion of which (USD 56<br />
million) is due on delivery of the vessel which is scheduled for February, 2001.<br />
(d) Contract dated November 20, 1998 with Samsung Heavy Industries Co. Limited (Korean shipyard) for Hull<br />
No. 1280 to be renamed "Oceanus", the contract price is USD 70 million and the Company intends to pay<br />
30% of this out of own funds and 70% through the above mentioned long term loan. Up to June 30, 2000<br />
the Company had made no advance payments to the shipyard as per the terms of the contract amounting to<br />
USD 7.0 million leaving outstanding a balance of USD 63 million the major portion of which (USD 56<br />
million) is due on delivery of the vessel which is scheduled for June, 2001.<br />
(e) Contract dated October 15, 1999 with Fincantieri (Italian shipyard) for Hull 6073 to be renamed "Olympia<br />
Palace", the contract price is EURO 103 million and the Company intends to pay 30% of this out of own<br />
funds and 70% through long term bank borrowings. Up to June 30, 2000 the Company had made advance<br />
payments to the shipyard as per the terms of the contract amounting to EURO 10.3 million leaving<br />
outstanding a balance of EURO 92.7 million the major portion of which (EURO 82.4 million) is due on<br />
delivery of the vessel which is scheduled for October, 2001.<br />
(f) Contract dated October 15, 1999 with Fincantieri (Italian shipyard) for Hull 6074 to be renamed "Europa<br />
Palace", the contract price is EURO 103 million and the Company intends to pay 30% of this out of own<br />
funds and 70% through long term bank borrowings. Up to June 30, 2000 the Company had made advance<br />
payments to the shipyard as per the terms of the contract amounting to EURO 10.3 million leaving<br />
outstanding a balance of EURO 92.7 million the major portion of which (EURO 82.4 million) is due on<br />
delivery of the vessel which is scheduled for March 2002.<br />
25
MINOAN LINES SHIPPING S.A. AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENS<br />
(Amounts expressed in thousands of drachmae unless otherwise stated)<br />
(g) Contract dated October 12, 1999 with Samsung Heavy Industries Co. Limited (Korean Shipyard) for Hull<br />
1281 to be renamed "Ariadne", the contract price is USD 74.65 million and the Company intends to pay<br />
30% of this out of own funds and 70% through long term bank borrowings. Up to June 30, 2000 the<br />
Company had made advance payments to the shipyard as per the terms of the contract amounting to<br />
USD 11.2 million leaving outstanding a balance of USD 63.45 million the major portion of which<br />
(USD 59.72 million) is due on delivery of the vessel which is scheduled for April 2002.<br />
22. Contingent Liabilities<br />
The Company is contingently liable for additional taxes of GRD 602 million being, contested in the courts.<br />
Based on advice by the Company’s legal counsel, Management is of the opinion that the outcome of the pending<br />
court case will be favourable for the Company, the additional taxes will be substantially reduced or eliminated in<br />
any case. The provision recorded up to June 30, 2000 will be more than sufficient to cover the liability, if any, for<br />
additional taxes that may be eventually determined by the court.<br />
23. Subsequent Events<br />
On August 11, 2000 the Company contracted with Samsung Heavy Industries Co. Limited (Korean Shipyard)<br />
for the building of a high-speed vessels the fourth under construction on behalf of the Company in the Korean<br />
shipyard. The price and terms for the new vessels are similar to the ones already under construction.<br />
On July 5, 2000 Cretan Philoxenia S.A. purchased the 100% of the inactive company "Athena A.V.E.E." using<br />
part of the funds from the share capital increase which took place on June 30, 2000. The total cost of the<br />
acquisition reached GRD 1.1 billion. "Athena A.V.E.E. " owned a building located at Herakleon, Crete that will<br />
be used by the Company for expansion of its offices. On August 23, 2000, the share capital of Cretan Philoxenia<br />
S.A. was increased by GRD 500,000 with the Company fully contributing the amount.<br />
FORTHnet S.A., following its strategic expansion, filed an application for an Initial Public Offering in the Athens<br />
Stock Exchange. FORTHnet will issue 3,701,250 new shares at a price of GRD 4,400. The total number of<br />
shares to be listed on A.S.E. will be 14,805,000 and the total proceeds from the offering will reach GRD<br />
16,285,500. The subscription period will start on September 20, 2000 and will end on September 25, 2000.<br />
<strong>Minoan</strong> <strong>Lines</strong>’ stake in FORTHnet, following its IPO, will be diluted to 26.6%.<br />
26