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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

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